For immediate release

4 April 2024

EARNZ plc

("EARNZ" or the "Company")

Result of General Meeting

and

Total Voting Rights

EARNZ plc (AIM: EARN), an AIM Rule 15 cash shell which is seeking acquisitions in the energy services sector, announces that all resolutions put to Shareholders at the General Meeting held earlier today were duly passed.

Total Voting Rights

In respect of the Consolidation, to ensure the Existing Shares can be exactly divisible by 100, the Company has allotted 83 Ordinary Shares which are expected to be admitted to trading on AIM at 8.00 a.m. on 5 April 2024 to Neville Registrars Limited.  Subject to the Consolidation becoming effective at 6.00 p.m. on 5 April 2024 and conditional upon Admission, the Consolidation will give rise to 9,546,495 New Ordinary Shares of 4p each.

Following shareholder approval at the General Meeting and conditional upon Admission, 39,954,644 Placing Shares, 9,378,689 Subscription Shares and 4,000,000 Loan Shares have been allotted. The Company has therefore allotted a total of 53,333,333 New Ordinary Shares in connection with the Placing, Subscription and Loan Conversion. Admission of the New Ordinary Shares is expected to take place at 8.00 a.m. on 8 April 2024.

Following Admission, the total number of New Ordinary Shares will be 62,879,828 with each New Ordinary Share carrying the right to one vote. There are no shares held in treasury and therefore, following Admission, the total number of voting rights in the Company will be 62,879,828.

The above figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure, Guidance and Transparency Rules.

Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the Company's announcement dated 18 March 2024.

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