Schedule One - Oneiro Energy Plc

RNS Number : 6190Z

AIM

06 March 2025

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Oneiro Energy plc ("Oneiro" or the "Company") to be renamed prior to Admission as Switch Metals plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Level 1 Devonshire House, One Mayfair Place, London, W1J 8AJ

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

From Admission: www.switchmetals.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Oneiro was incorporated in 2021 as a special purpose acquisition company focused on the energy transition sector and its shares were listed on the Main Market of the London Stock Exchange and the Official List of the Financial Conduct Authority on 25 May 2023.

The Company is proposing to acquire the entire issued share capital of Switch Metals Côte d'Ivoire Sarl ("Switch Metals"), a mining exploration company focussed on developing battery and technology metals mines in Côte d'Ivoire.

Switch Metals' portfolio is comprised of three primary projects: Issia, Tiassalé and Bouaké, spanning approximately 3,172 km², as well as two non-core additional projects, Touba and Sakassou covering an additional 539 km². The initial focus of the Enlarged Group following Admission will be exploration of the Badinikro licence area in the Issia Project utilising the proceeds of the fundraise. In due course and subject to raising additional funds, the Company intends to conduct exploration activities at the Tiassalé East and Tiassalé South licence areas in the Tiassalé Project and the Botro licence area in the Bouaké Project.

The Enlarged Group's strategy involves developing tantalum production from shallow coltan placer deposits at Issia in order to provide initial cashflow, thereby hedging exploration risk and reducing future fundraising requirements to develop the rest of its large exploration portfolio. It benefits from the country's infrastructure for mineral production and export, including power, water, road and port facilities.

Côte d'Ivoire is one of the fastest growing African economies and an attractive mining jurisdiction. The Projects cover multiple historic occurrences of lithium, tantalum, niobium, nickel, cobalt, copper and manganese identified in Côte d'Ivoire.

The Company has announced its proposed cancellation from trading on the Main Market.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of £0.0085 each in the capital of the Company ("Ordinary Shares") to be admitted: 117,948,787

Issue price: 7.5 pence

No Ordinary Shares are held in treasury

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: £2 million

Anticipated market capitalisation on Admission: £8.8 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

36.1%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Didier Marcel Murcia - Proposed Non-Executive Chairman

Karl Willis Akueson-Gannyi ("Karl Akueson") - Proposed Chief Executive Officer on Admission

Andrew ("Andy") Robert Yeo - Current Non-Executive Chairman and proposed Chief Financial Officer on Admission

John Michael Treacy - Non-Executive Director

Mamadou Doumbia - Proposed Non-Executive Director on Admission

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name	Before admission	After admission
Oliver and Lucy Leatham	8.09	4.85
JUB Capital Management LLP¹	5.66	2.14
Adam Dziubinski	5.39	3.62
Finian O'Sullivan	5.39	5.00
Robert Jones	4.49	1.70
Christopher Croissant	4.04	2.43
Jack Croissant	4.04	2.39
Jonathan Elkington	4.04	2.16
Christopher Williams	3.87	1.46
Peter Roderick Murray	3.37	1.27
James Cripps	3.37	1.70
Stefan Dziubinski	3.14	2.03
Sara Tutchenar	3.14	1.61
Switch Mauritius (Switch Metals Limited, Mauritius)	-	34.21
Oberon Investments	-	4.52

¹JUB Capital Management LLP is wholly owned by Adam Dziubinski

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Fortified Securities (a trading name of Riverfort Global Capital Limited) will receive 400,000 new Ordinary Shares at the Issue Price (equivalent to £30,000) in relation to its introduction of the Switch Metals acquisition to the Company.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December

ii) 31 July 2024 (unaudited interim financial information for Oneiro Energy plc) and 30 June 2024 (unaudited interim financial information for Switch Metals Côte d'Ivoire Sarl)

iii) 30 June 2025 (annual report for the 11 months to 31 December 2024), 30 September 2025 (interim report for the six months ended 30 June 2025) and 30 June 2026 (annual report for the year ended 31 December 2025)

EXPECTED ADMISSION DATE:

3 April 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

5 St Helen's Place

London, EC3A 6AB

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited

5 St Helen's Place

London, EC3A 6AB

Oak Securities (a trading name of Merlin Partners LLP)

90 Jermyn Street

London SW1Y 9JD

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website from the date of Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

6 March 2025

NEW/ UPDATE:

NEW

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END

PAADQLBBEXLLBBL

TIDM	ONE
Share Price	£8.25-1.49%
Market Cap	£1.08bn

Date	6 Mar 2025
Time	08:00:00
Category	Capital structure
ID	6190Z

TIDM	ONE
Share Price	£8.25-1.49%
Market Cap	£1.08bn

Date	6 Mar 2025
Time	08:00:00
Category	Capital structure
ID	6190Z

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Schedule One - Oneiro Energy Plc