30 June 2025

EARNZ plc

("EARNZ" or the "Company")

Result of General Meeting,

Issue of Equity

and

Directorate Changes

EARNZ plc (AIM: EARN), an energy services company whose objective is to capitalise on the drive for global decarbonisation, is pleased to announce that the Resolutions put to its General Meeting held earlier today were duly passed.

Following the passing of the Resolutions, the Board has allotted 3,611,111 new ordinary shares of 4 pence each in the Company as part of the initial consideration payable for the acquisition of A&D Carbon Solutions LTD ("A&D"), as announced on 12 June 2025 ("Consideration Shares").

Application has been made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. Admission of the Consideration Shares to trading on AIM is expected to become effective at 8.00 a.m. on 1 July 2025 which is when completion of the acquisition of A&D becomes effective ("Completion").   

The Consideration Shares will 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 Consideration Shares after Second Admission. Definitive share certificates in respect of the Consideration Shares will be despatched within 10 business days of the Second Admission.

In addition, as previously announced, on Completion, Peter Smith will be appointed as Chief Executive Officer, Bob Holt will become Non-Executive Chair, and John Charlton will resign as a director but remain as Company Secretary. Further details relating to Peter Smith pursuant to AIM Rule 17 and Schedule Two (g) of the AIM Rules for Companies ("AIM Rules") are set out in the Appendix below.

Capitalised terms not defined in this announcement have the meanings given to them in the Company's circular dated 12 June 2025.

Enquiries:

Appendix - AIM Rule 17 

Save for the information set out below, there are no further disclosures to be made in accordance with Rule 17, Schedule Two (g) of the AIM Rules in respect of the appointment of Peter David Mawby Smith, aged 54. Peter owns 1,013,888 Ordinary Shares which, following Second Admission, will represent approximately 0.84% of the Company's issued share capital.

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