EARNZ: Proposed Acquisition, Placing, CLN, RCF & GM

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF EARNZ PLC OR OTHER EVALUATION OF ANY SECURITIES OF EARNZ PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK MAR”). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. 30 September 2026 EARNZ plc (“EARNZ”, the “Company” or the “Group”) Proposed acquisition of GEM Newco Limited (“Gem New Co”) Placing to raise up to £4.1 million Convertible loan note of up to £0.7 million Retail Offer of up to £1.0 million and New £5.0 million Revolving Credit Facility EARNZ plc (“EARNZ” or the “Company”) (AIM: EARN), an energy services company whose objective is to capitalise on the drive for global decarbonisation, is pleased to announce that it has entered into a conditional sale and purchase agreement to acquire certain assets of the business of GEM Environmental Building Services Limited (“GEM” or the “Seller”) for a maximum total consideration of £23,550,000. The company further announces a proposed fundraising of approximately £4.7 million (before expenses), comprising a placing of approximately 102.5 million new Ordinary Shares (the “Placing Shares”) at a price of 4 pence per Placing Share (the “Placing Price”) to raise gross proceeds of approximately £4.1 million (the “Placing”), with the balance of up to £0.7 million to be raised through the Convertible Loan Note (as defined below). The Company will issue a convertible loan note of up to £0.7 million to Gresham House Asset Management Limited (“Gresham House”) (the “Convertible Loan Note”). The Convertible Loan Note will carry rolled-up interest at 10 per cent. per annum, will have a three-year term and will be convertible into new Ordinary Shares at the Placing Price at the election of Gresham House. Further details are set out below. The issue of the Convertible Loan Note is inter-conditional with completion of the Placing. In addition to the Placing and the Convertible Loan Note, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild Platform (the “Retail Offer”, together with the Placing and the Convertible Loan Note, the “Fundraising”) raising up to approximately £1.0 million at the Placing Price via the issue of further new Ordinary Shares (the “Retail Offer Shares”, together with the Placing Shares, the “Fundraising Shares”). The Placing Shares, the Initial Consideration Shares, the Retail Offer Shares and the Fee Shares (as defined below) (assuming that the maximum number of the Placing Shares, the Retail Offer Shares and the Fee Shares will be allotted and issued) (together, the “New Ordinary Shares”) will represent approximately 50.5 per cent. of the Company’s enlarged share capital immediately following admission of the New Ordinary Shares to trading on AIM (“Admission”) (the “Enlarged Share Capital”) and the Placing Price represents a discount of approximately 15.8 per cent. to the closing mid-market price of 4.75 pence per Existing Share on 29 September 2026, being the latest practicable date prior to the release of this Announcement. In addition to the net proceeds of the Fundraising, the Company has agreed, with HSBC UK Bank Plc (“HSBC”), a revolving credit facility of up to £5.0 million (the “Revolving Credit Facility”) expected to be available at shortly after Completion, to provide additional working capital for the Enlarged Group. The entry into of the Revolving Credit Facility is a condition of the Placing (amongst other things). Drawdown under the Revolving Credit Facility is conditional on, amongst other things, Admission and Completion. EARNZ proposes to use the net proceeds of the Placing and Convertible Loan Note to satisfy the initial cash consideration payable for Gem New Co and satisfy (in part) deal fee costs, and to use the new proceeds of the Retail Offer to provide additional working capital for the Enlarged Group. Acquisition of Gem New Co EARNZ Holdings Limited (“EARNZ Holdings”), a wholly owned subsidiary of the Company, has signed a conditional sale and purchase agreement (the “SPA”) with the Seller to acquire the entire issued share capital of Gem New Co (the “Proposed Acquisition”), a company incorporated for the purposes of the Proposed Acquisition to which certain assets of the business of GEM will be transferred prior to completion of the Proposed Acquisition (“Completion”) pursuant to an asset purchase agreement, for a maximum total consideration of £23.55 million, comprised of: initial consideration of up to £10,000,000 to be satisfied by: £4,000,000 in cash; £2,000,000 by the issue of the Loan Notes by EARNZ Plc; and £4,000,000 by the issue of 100,000,000 Initial Consideration Shares at the Placing Price, which will be subject to the Lock-in Deed; up to £13,550,000 by way of conditional deferred consideration payments to be satisfied, to the extent payable, 80 per cent. in cash and 20 per cent. either in cash or by the issue of Deferred Consideration Shares (which would be subject to the Lock-in Deed) at the Company’s election, split across the two years of the conditional deferred consideration period as follows: Year 1 (being the 12-month period following Completion) – an amount no greater than £7,375,000, calculated by reference to the revenue of Gem New Co in that period as set out in the table below; and Revenue target Deferred consideration payments as a % of revenue target Deferred consideration payments £’000 Up to £13,000,000 12.5 1,625 Incremental revenue between £13,000,000 and £30,000,000 25.0 4,250 Incremental revenue between £30,000,000 and £35,000,000 30.0 1,500 Total 7,375 Year 2 (being the 12-month period following the end of Year 1) – an amount no greater than £6,175,000, calculated by reference to the revenue of Gem New Co in that period as set out in the table below, and subject to the catch up mechanism referenced below. Revenue target Deferred consideration payments as a % of revenue target Deferred consideration payments £’000 Up to £13,000,000 12.5 1,625 Incremental revenue between £13,000,000 and £30,000,000 15.0 2,550 Incremental revenue between £30,000,000 and £40,000,000 20.0 2,000 Total 6,175 Any Deferred Consideration Shares will be issued at the higher of the Placing Price and the 7-day trailing weighted average share price as at the date of issue. The Seller’s entitlement to any conditional deferred consideration payment is conditional upon Gem New Co achieving in either Year 1 or Year 2 both (i) a specified level of revenue (as shown in the tables above) and (ii) an average gross margin of at least 22 per cent. If the Seller fails to achieve the full conditional deferred consideration payment in Year 1 but total aggregate revenue for the two year conditional deferred consideration period is more than £75,000,000 and the average gross margin is at least 22 per cent. then the conditional deferred consideration payment for Year 2 may be increased by an amount equal to the difference between £7,375,000 and the value of the conditional deferred consideration payment actually paid to the Seller in respect of Year 1. The loan notes to be issued to the Seller by EARNZ Plc in satisfaction of £2,000,000 of the initial consideration (the “Loan Notes”) will be issued on Completion. The Loan Notes will be unsecured and will bear interest at 10 per cent. per annum (non-compounding) from the date of issue. The Loan Notes will be redeemed at par on the date falling 12 months after Completion, with all accrued interest payable in cash at the same time. All amounts payable under the Loan Notes will be subject to the rights of set-off and withholding under the SPA. The Loan Notes may only be transferred in whole, or in part, to a permitted assignee under the SPA. The Loan Notes will not be admitted to trading on AIM or on any other market. The Target will be acquired on a cash-free, debt-free basis with normalised working capital. The Seller has agreed to enter into a lock-in deed (the “Lock-in Deed”), which provides that the Seller cannot sell the Initial Consideration Shares for a period of 12 months from Completion or any Deferred Consideration Shares for a period of 12 months from the relevant issue date (the “Lock-in Period”), as well as providing for a 12-month orderly market period from the end of the relevant Lock-in Period. If there are any claims which are agreed between EARNZ Holdings and the Seller as to both liability and quantum (“Qualifying Claims”) or other claims related to completion accounts adjustment under the SPA during the Lock-in Period applicable to the Initial Consideration Shares, these may be settled by the Seller, with the consent of EARNZ Holdings, wholly or partially by way of sale of the Initial Consideration Shares. If there are any Qualifying Claims under the SPA after the first anniversary of Completion, these may be settled by the Seller, with the consent of EARNZ Holdings, 20 per cent. by way of sale of any remaining Initial Consideration Shares or any Deferred Consideration Shares and 80 per cent. in cash. In either case, if the Seller chooses, these claims under the SPA may also be settled entirely in cash. The Fundraising Shares, the Fee Shares and the Initial Consideration Shares (assuming that the maximum number of the Fundraising Shares, the Fee Shares and the Initial Consideration Shares will be allotted and issued) will represent approximately 50.5 per cent. of the Company’s Enlarged Share Capital. Information on Gem New Co Based in central London, Gem New Co has been a leading building maintenance contractor since 1999, working with local authorities, social landlords, schools and commercial buildings. Its core activities include: (i) heat metering solutions; (ii) mechanical, electrical, gas and renewable installations; (iii) maintenance and remedial works; and (iv) technology and compliance software which is deployed to assist social housing providers to be compliant with the Energy Act 2023 (the “Energy Act”) and Awaab’s Law. Gem New Co has secured a contract with a high-profile London local authority to deliver a heat network upgrade incorporating tenant billing technology. It is now in Year 2 of a five-year contract and is in discussions with other local authorities to gain early market traction. The Board believes that the Proposed Acquisition would deepen the Group’s direct relationships with local authorities in the London region and unlock opportunities for cross-group working and selling, fuelling organic growth. Gem New Co’s key clients include Westminster City Council and Islington London Borough Council. As at 19 August 2026, Gem New Co was tendering for five contracts across three frameworks, in each case of mechanical and electrical or heat network scope, with a combined value of approximately £627 million in respect of the lots for which Gem New Co would bid (excluding VAT, and before any assessment of the proportion of that value which Gem New Co might secure). Gem New Co has also developed proprietary software which gives heat network owners real-time visibility and control of their assets, drawing data from building management systems, automated meter reading and internet-of-things sensors and presenting it through configurable dashboards with automated alerts. The service and repairs contracts with Westminster City Council and Islington London Borough Council, which are Gem New Co's principal customer contracts, are due to expire during 2027 and may also be terminated for convenience by the relevant customer prior to their expiry. One customer also has a contractual right to reduce the scope of work by notice or to terminate on a change of control to which it objects. Accordingly, the Board expects the ongoing contribution of those contracts to the Enlarged Group to be primarily through the relationships they have established and the platform they provide for tendering new work, rather than through the residual revenue receivable under their current terms. Transfer of the contracts to Gem New Co pursuant to the asset purchase agreement will require customer consent, which the Company is in the process of seeking. Separately, one contract is currently subject to an unresolved dispute as to whether it was validly entered into; no value has been attributed to that contract for the purposes of pricing the Proposed Acquisition, which has proceeded on the basis that the contract is unlikely to transfer to Gem New Co. There can be no guarantee that all relevant consents to the transfer of contracts will be obtained. The Board believes that the Proposed Acquisition will strengthen the Company by adding technology to the Group’s blue collar offering, particularly in the light of the Energy Act. This focuses on the scaling up of low-carbon energy, boosting long-term energy security while reforming the domestic energy market. New rules will be introduced for Ofgem-regulated low-carbon heat networks and it empowers the Secretary of State to set standards for energy-smart appliances, helping to manage grid demand. The Energy Act provides the environment for social housing tenants to benefit from efficiency upgrades that will lower energy bills and help towards eradicating fuel poverty. The Board believes that the acquisition provides a significant opportunity to upscale the Company in its primary market. The Energy Act has paved the way for the Heat Network Technical Assurance Scheme regulations (“HNTAS”), which will be phased in over time, with a planned launch in 2027 and registration of heat network operators and suppliers required from January 2027. Under the new Ofgem heat-network regulatory regime, where individual supply meters are installed, heat suppliers are generally required to bill each consumer by reference to the actual consumption recorded for their individual dwelling, rather than solely on the basis of consumption or costs measured at block level. Compliance therefore requires systems capable of capturing, monitoring and maintaining dwelling-level meter, consumption and billing data. These requirements are regulatory obligations overseen by Ofgem and have applied since 27 January 2026. Separately, Awaab’s Law imposes legally enforceable duties on social landlords in relation to damp, mould and serious hazards, requiring a response within 24 hours in the case of emergency hazards, investigation of significant damp and mould within 10 working days and remediation within a further five working days. The Board believes that these duties create demand for real-time sensor technology monitoring mould risk, fire, temperature, gas and electricity consumption and feeding a live portal which local authorities and housing associations can access directly, and that once such technology is installed the Enlarged Group becomes a natural partner for related maintenance, retrofit and facilities management work. The market which the Proposed Acquisition addresses is underpinned by committed government funding. The Warm Homes Plan represents a government commitment of £15 billion, with a further £2.5 billion available through the Social Housing Decarbonisation Fund and the Home Upgrade Grant, and up to 5 million homes are eligible under the Warm Homes Plan. The public sector property portfolio is valued at approximately £208 billion and current government strategy targets a 75 per cent. reduction in direct emissions from public sector buildings by 2037, against a 2017 baseline. The Board considers the government funding creates a funded addressable market which will be better served by a group with national scale and technical breadth. The Board believes that the UK building maintenance and energy services market remains highly fragmented and that the Company is the only AIM-quoted consolidator pursuing a disciplined buy and build strategy in this market. The Board considers that the Proposed Acquisition advances the Company’s strategic priorities by: (i) establishing a London and South East presence; (ii) securing direct, long-term relationships with local authorities; (iii) adding proprietary technology which the Board believes creates competitive advantage; (iv) building a national, multi-service energy services group; and (v) delivering the EBITDA inflection which the Board believes will transform the Company’s equity story. The Board’s aspiration is to build the Enlarged Group into a business with turnover of approximately £130 million and a double-digit EBITDA margin over the medium term, through a combination of further acquisitions from the Company’s pipeline, for which additional funding would be required, and organic growth across the Group. The Directors expect that the Proposed Acquisition will significantly contribute to EBITDA and cash generation improvement. Following Completion, pro-forma revenues of the enlarged EARNZ Group are expected to be in excess of £50m of which at least £20m will be attributable to Gem New Co revenues. The Board expects the Enlarged Group to deliver double digit adjusted EBITDA margin and to be highly cash generative which will improve leverage multiples and increase financial flexibility. Gem New Co generated normalised EBITDA of £3.2 million in the year to 30 June 2026. The Board expects the Proposed Acquisition to be earnings accretive in the first full financial year of ownership. This statement is not, and should not be construed as, a profit forecast or estimate for any period. The table below sets out summary historical financial information in respect of the trade and assets of GEM to be transferred to Gem New Co for the 15-month period ended 30 June 2024 and the two financial years ended 30 June 2025 and 30 June 2026: £’000 Audited 15 month period ended 30 June 2024 Audited Year ended 30 June 2025 Unaudited Year ended 30 June 2026 Revenue 26,985 28,792 30,456 Cost of sales (20,179) (19,730) (24,888) Gross profit 6,806 9,062 5,568 Operating profit/(loss) (3,122) 1,434 2,742 Profit before tax (3,293) 1,185 2,526 Net assets/(liabilities) (2,683) (984) 55 Cash 65 942 87 The Proposed Acquisition is subject to the satisfaction (or waiver, where applicable) of, inter alia, the following conditions. There is no guarantee that the conditions will be satisfied (or waived, if applicable), in which case the Proposed Acquisition will not complete: (a) the Relevant Resolutions being approved by the requisite majority of Shareholders at the General Meeting; (b) the Placing Agreement having become unconditional in all respects (other than as to Admission) and not having been terminated prior to Admission; (c) the pre-completion reorganisation (being the transfer of the business and specified assets of the Seller to Gem New Co pursuant to the asset purchase agreement (the “APA”)) having been completed in accordance with the relevant documentation, copies of which have been received by EARNZ Holdings; (d) completion of the intellectual property licence in respect of certain proprietary software; (e) the critical certifications, registrations, licences, permits, approvals and accreditations required by Gem New Co to carry on the business being in its name, or validly available to it, to the reasonable satisfaction of EARNZ Holdings; (f) the relevant employees of the Seller having transferred to Gem New Co in accordance with the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended); (g) the excluded employees and all contractor, consultant, agency worker and subcontractor arrangements having been retained by the Seller or terminated at the Seller’s cost; and (h) no material adverse change (as defined in the SPA) having occurred. the Revolving Credit Facility agreement having been entered into by the parties thereto and not having terminated, withdrawn, cancelled or reduced, all conditions precedent to the availability and utilisation of the facility having been satisfied or waived (other than any condition which is to be satisfied by completion of the SPA and any condition relating to the release of the existing HSBC security described below) and no event or circumstance having occurred which entitles HSBC to refuse to make the facility available. EARNZ Holdings may waive, in whole or in part, any of the above conditions (other than the requirement for the passing of the Relevant Resolutions to the extent legally required). If the conditions are not satisfied or waived by the longstop date specified in the SPA (being 23 October 2026), the SPA will terminate and the Proposed Acquisition will not complete. Completion of the Proposed Acquisition shall take place simultaneously with Admission. Current trading and prospects On 30 September 2026, the Company expects to announce its unaudited results for the six months ended 30 June 2026, a copy of which will be available on the Company’s website at www.earnzplc.com. Shareholders should read that announcement, which will set out the current trading and prospects of the Company, in conjunction with this Announcement and the Circular. Details of the Placing The Company is seeking to raise approximately £4.1 million (before expenses) by means of the Placing of the Placing Shares at the Placing Price. The Placing Price of 4 pence per Placing Share is a discount of 15.8 per cent. to the closing mid-market price of 4.75 pence per Existing Share on 29 September 2026, being the latest practicable date prior to the announcement of the Fundraising and Proposed Acquisition. Pursuant to the terms of the Placing Agreement, Zeus Capital Limited (“Zeus Capital”) and Panmure Liberum Limited (“Panmure Liberum”), as agents for the Company, have conditionally agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not being underwritten. Zeus Capital is acting as nominated adviser to the Company and joint bookrunner in connection with the Placing. Panmure Liberum is acting as joint bookrunner in connection with the Placing. The Placing will be effected by way of an accelerated bookbuild (the “Bookbuild”) at the Placing Price. The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out in Appendix I to this Announcement. The timing of the close of the Bookbuild and the allocation of the Placing Shares shall be at the absolute discretion of Zeus Capital and Panmure Liberum, in consultation with the Company. The final number of Placing Shares to be issued will be agreed by Zeus Capital, Panmure Liberum and the Company at the close of the Bookbuild, and the result of the Placing will be announced as soon as practicable thereafter. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing is conditional, inter alia, on: the SPA (i) having been entered into by the parties thereto on or before the date of the Placing Agreement, (ii) remaining in full force and effect, (iii) having become unconditional in all respects other than Admission, and (iv) not having been modified, rescinded, lapsed or been terminated (in whole or in part); the Revolving Credit Facility agreement (i) having been entered into by the parties thereto on or before the date of Admission, (ii) remaining in full force and effect, and (iii) not having been modified, rescinded, lapsed or been terminated (in whole or in part); the Convertible Loan Note instrument (i) having been entered into by the parties thereto on or before the date of Admission, (ii) remaining in full force and effect, and (iii) not having been modified, rescinded, lapsed or been terminated (in whole or in part); the Placing Agreement not having been terminated in accordance with its terms prior to Admission; the Relevant Resolutions being passed by the requisite majority of the members of the Company at the General Meeting; the admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 20 October 2026 or such later time and/or date as the Company, Zeus Capital and Panmure Liberum may agree (being no later than 8.00 a.m. on 23 October 2026). The Placing is not conditional upon the completion of the Retail Offer, but is conditional on completion of the Proposed Acquisition. Completion of the Retail Offer and the Proposed Acquisition are conditional on, inter alia, completion of the Placing. The Placing is also not conditional upon the drawdown of the Revolving Credit Facility. The Proposed Acquisition will complete simultaneously with Admission. The Placing Agreement contains market standard warranties (in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Company, its subsidiaries and its business) and indemnities given by the Company to Zeus Capital and Panmure Liberum and standard rights of termination. The Company will pay Zeus Capital and Panmure Liberum commission in respect of those Placing Shares placed by it. In addition, Zeus Capital, Panmure Liberum and EOS Deal Advisory Holdings Limited (the Company's financial due diligence provider in connection with the Proposed Acquisition) have agreed to receive part of their fees in connection with the Fundraising and the Proposed Acquisition by way of the issue to them of, in aggregate, approximately 12 million new Ordinary Shares at the Placing Price (the “Fee Shares”) assuming full take up of the Placing and the Retail Offer. The issue of the Fee Shares is conditional on, inter alia, completion of the Placing and the Proposed Acquisition, and application will be made for the Fee Shares to be admitted to trading on AIM. Admission of the Fee Shares is expected to occur simultaneously with admission of the Placing Shares, the Retail Offer Shares and the Initial Consideration Shares. Zeus Capital and Panmure Liberum have the right to terminate the Placing Agreement in certain circumstances prior to Admission in respect of the Placing Shares and Retail Offer Shares, including (but not limited to): in the event that there has been, in the opinion of either Zeus Capital and Panmure Liberum, a breach of any of the warranties in the Placing Agreement or there has occurred in the opinion of either Zeus Capital and Panmure Liberum a material adverse change. Zeus Capital and Panmure Liberum may also terminate the Placing Agreement if there has been a significant change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which Zeus Capital and Panmure Liberum consider (acting in good faith) makes it impractical or inadvisable to proceed with the Fundraising or Admission. Under the terms of the Placing Agreement, if Panmure Liberum (but not Zeus Capital) serves notice to terminate the Placing Agreement in accordance with its terms, Zeus Capital may, in its absolute discretion and without obligation, within 24 hours of such notice elect, by giving notice to the Company, to allow the Placing to proceed on the basis that Zeus Capital shall assume any and all rights and obligations of Panmure Liberum which remain to be performed under the Placing Agreement (including the right to any fees and commissions owed to Panmure Liberum). If Zeus Capital does not make such election within the 24-hour period, the Placing Agreement will terminate. Details of the Retail Offer The Retail Offer will be directed solely at existing Shareholders and is intended to give retail Shareholders in the Company an opportunity to participate in the Fundraising. A separate announcement will be made by the Company following the close of the Placing regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Placing is not conditional upon any minimum amount being raised under the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing. The Retail Offer will conclude at 4.30 p.m. on 5 October 2026 and the Retail Offer Shares shall be admitted simultaneously with Admission. If the Placing is terminated prior to Admission, the Retail Offer shall also lapse. Revolving Credit Facility In addition to the net proceeds of the Fundraising, the Company has agreed, with HSBC, a revolving credit facility of up to £5.0 million which will be entered into on or before Admission and is expected to be available for drawdown shortly following Completion (as described below), to provide additional working capital for the Enlarged Group. The Revolving Credit Facility has an initial term of three years (with the option of two one-year extensions), includes an accordion facility of up to a further £5.0 million and bears interest at a margin of 3.00 per cent. over SONIA. It may be used for general corporate purposes and permitted acquisitions and is subject to customary financial covenants. The Revolving Credit Facility is accordingly required to provide working capital for the Enlarged Group. Drawdown under the Revolving Credit Facility is conditional on, amongst other things, Admission, Completion and the release of the existing HSBC security described below. Accordingly, the Revolving Credit Facility will not be drawn if the Fundraising and the Proposed Acquisition do not complete. Availability of the Revolving Credit Facility at Completion remains subject to the satisfaction of customary closing conditions, including the finalisation and agreement of facility documentation in a form satisfactory to the lender. Part of the initial cash consideration payable for GEM Newco Limited will be applied in discharging the existing security held by HSBC over the Seller's assets and undertakings, including the assets being transferred to GEM Newco as well as the shares in GEM Newco. The release of that security is a condition to drawdown under the Revolving Credit Facility. The initial cash consideration is not expected to be paid until approximately five business days after Admission and, accordingly, the Revolving Credit Facility is not expected to be available for drawdown until that existing security has been discharged and released following such payment. As described above, the Placing is conditional on, amongst other things, the Revolving Credit Facility agreement not having been terminated. The Placing is not, however, conditional upon drawdown of the Revolving Credit Facility. The Revolving Credit Facility will be used to provide additional working capital for the Enlarged Group. Convertible Loan Note The Company will also issue a convertible loan note of up to £0.7 million to Gresham House . The Convertible Loan Note will bear interest at 10 per cent. per annum, accruing daily and rolled up until conversion, will have a term of three years from the date of issue (with any amount not converted repayable in full at maturity) and will be convertible into new Ordinary Shares at the Placing Price at the election of Gresham House. The Convertible Loan Note will be subordinated to the Company’s banking facilities, and Gresham House will receive an arrangement fee of £50,000 in cash on completion. Related party transactions The aggregate participation of certain Directors (together with a director of EARNZ Holdings), being Bob Holt (and his associated parties) and Elizabeth Lake (and members of her family) of 5,000,000 Placing Shares is a related party transaction pursuant to AIM Rule 13. The Directors independent of the transaction, being Linda Main and Sandra Skeete consider, having consulted with the Company’s nominated adviser, Zeus Capital, that the terms of these directors’ participation in the Placing are fair and reasonable insofar as Shareholders are concerned. Gresham House Asset Management Limited (“Gresham House”) and Pentwater Capital Management LP (“Pentwater Capital”) have agreed to subscribe for 32,500,000 Placing Shares and 19,000,000 Placing Shares respectively. Gresham House and Pentwater Capital are substantial shareholders of the Company and their participation in the Placing is also a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company’s nominated adviser, Zeus Capital, that Gresham House’s and Pentwater Capital’s participation in the Placing is fair and reasonable insofar as the Shareholders are concerned. Gresham House is a substantial shareholder of the Company and the issue of the Convertible Loan Note to Gresham House is therefore also a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company’s nominated adviser, Zeus Capital, that the terms of the Convertible Loan Note are fair and reasonable insofar as the Shareholders are concerned. Amendment to the Articles The Company proposes shortening the deemed delivery time for post from 48 hours to 24 hours to allow more flexibility for the Company in calling general meetings. Resolution 4 has been proposed to Shareholders as a special resolution to amend the Articles and a copy of the Company's existing articles and proposed amendment to the Articles can be found on the Company's website at https://earnzplc.com/. General Meeting A circular containing, inter alia, further details of the Fundraising, the Proposed Acquisition and a notice convening the General Meeting in order to pass the Resolutions (the “Circular”), is expected to be despatched to Shareholders in the coming days and the Circular, once published, will be notified and made available on the Company's website at https://earnzplc.com/. The Fundraising is wholly conditional upon, inter alia, the passing of the Relevant Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting. The Proposed Acquisition constitutes a substantial transaction for the purposes of AIM Rule 12 and is conditional upon the approval of Shareholders at the General Meeting. The Resolutions to be proposed at the General Meeting comprise: Resolution 1, which will be proposed as an ordinary resolution, seeks to obtain Shareholder consent to the Proposed Acquisition. Resolution 2, which will be proposed as an ordinary resolution, seeks to provide authority for the Directors to allot equity securities in connection with the Placing, the Retail Offer and the Proposed Acquisition. Resolution 3, which will be proposed as a special resolution, seeks to authorise the Directors to allot the equity securities referred to in Resolution 2 otherwise than on a pro rata basis to existing Shareholders. Resolution 4, which will be proposed as a special resolution, seeks to obtain Shareholder consent to the amendment of the Articles by the replacement of "48" with "24" in Article 44.3. The ordinary resolutions will require a majority of those Shareholders present in person or by proxy and the special resolutions will require 75 per cent. of those Shareholders voting to vote in favour in order to be passed. The Directors have entered into irrevocable undertakings to vote in favour of the Resolutions at the General Meeting in respect of, in aggregate, 23,036,107 Ordinary Shares, representing approximately 9.8 per cent. of the Company’s Existing Shares. Admission, settlement and dealings Application will be made to the Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 20 October 2026, subject to the passing of the Relevant Resolutions at the General Meeting. The New Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission. Definitive share certificates in respect of the New Ordinary Shares will be despatched within 10 business days of the date of Admission. The ISIN number of the New Ordinary Shares is GB00BRC2TB67. The TIDM is EARN. This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement. Appendix I to this Announcement sets out further information relating to the terms and conditions of the Placing. Engage with the EARNZ plc management team directly by asking questions, watching video summaries and seeing what other shareholders have to say. Navigate to our interactive investor hub here: https://investors.earnzplc.com/link/eYNdxrRead More

EARNZ: Proposed Acquisition, Placing, CLN, RCF & GM

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