Schedule One - Oscillate PLC | RNS | Ticker

Schedule One - Oscillate PLC

RNS Announcement

RNS Number : 0506Z

AIM

01 April 2026

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:

Oscillate Plc ("Oscillate" or the "Company").

Subject to shareholder approval at the general meeting to be convened on 24 April 2026, Oscillate will be renamed Serval Resources plc ("Serval").

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

Registered office and principal trading address:

C/O Arch Law Limited Huckletree Bishopsgate

Floor 2,

8 Bishopsgate

London

EC2N 4BQ

COUNTRY OF INCORPORATION:

England and Wales

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

Current website: https://oscillateplc.com/

From Admission: https://servalresources.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:

Oscillate is currently listed on the Aquis Stock Exchange Growth Market. This admission will be cancelled immediately prior to its admission to AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies ("Admission").

Oscillate was incorporated as Valient Investments Plc in 2006 and was established as a diversified investment company with a portfolio of investments in both listed and unlisted companies.

The Company entered into a sale and purchase agreement with KCL Investments Limited on 8 February 2026 to acquire, subject to certain conditions being satisfied or waived, all of the issued shares in Kalahari Copper Limited ("Kalahari Copper"), which includes the indirect acquisition of licences held by Kalahari Copper's wholly owned subsidiaries in Namibia and Botswana ("Acquisition"). Completion of the Acquisition is expected to occur, subject to all conditions being met or waived, on Admission.

The Company's objective is to build a diversified portfolio of high-quality copper exploration and development assets in jurisdictions with proven geological potential and a conducive operating environment. The Directors, believe that both the Acquisition and the Côte d'Ivoire joint venture represent important steps in implementing this strategy.

From Admission, the Company's main countries of operation will be the UK, Botswana, Namibia and Côte d'Ivoire.

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):

34,897,350¹ ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares") to be admitted (following a proposed share consolidation, pursuant to which one Ordinary Share will be issued for 50 existing ordinary shares of £0.0001 each in the capital of the Company). No Ordinary Shares will be held in treasury.

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

¹⁾ The Company is also conducting a Retail Offer for the issue of up to 1,333,333 Ordinary Shares which is included in this figure.

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

£3.2 million to be raised on Admission at an issue price of 22.5 pence per share.

Anticipated market cap of £7.9m million on Admission.

Fundraise and anticipated market cap assumed assumes full take up of the Retail Offer

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

50.83%

Assuming full take up of the Retail Offer

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:

The Company's existing ordinary shares of £0.0001 each are currently admitted to trading on the Aquis Stock Exchange Growth Market (which will be cancelled immediately prior to Admission).

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):

Existing Directors:

John Michael Treacy, Non-Executive Director (Chair)

Robin Jonathan Eckford Birchall, Executive Director (Chief Executive Officer)

Maximillian Campbell Denning, Non-Executive Director

Brian Lawrence Russell Gordon, Non-Executive Director

Proposed Director, from Admission:

Jason Andrew Benitz, Non-Executive Director

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):

	Percentage of issued share capital before Admission	Percentage of share capital after Admission ⁽¹⁾
Neil Herbert⁽²⁾	13.3%	10.70%
Ian Stalker⁽³⁾	13.2%	10.70%
Frontier Resources International, Inc	8.5%	2.56%
Steve Xerri	6.4%	1.56%
Richard Edwards	4.0%	0.98%
Steven Bennet	4.0%	0.97%
Pella Ventures Limited	4.0%	6.59%
KCL Investments Limited	-	26.54%
Capital Limited	-	3.87%
(1) Assumes that the Retail Offer is taken up in full; no further Ordinary Shares are issued except for the Fundraise Shares,the Consideration Shares, the IPO Bonus Shares and the Loan Notes are converted into New Ordinary Shares on Admission; and no rights of conversion attaching to the Warrants are exercised prior to Admission (in each case, defined terms have the same meaning as attributed to them in the Admission Document). (2) Held through Cambrian Limited (3) Held through Promaco Limited and Barclays Geneva and Charterhouse Trustees Limited.

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

None

(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) 30 November

ii) 31 May 2025

iii) Annual accounts for the year ending 30 November 2025 by 31 May 2026; interim accounts for the 6 months ending 31 May 2026 by 31 August 2026; annual accounts for the year ending 30 November 2026 by 31 May 2027.

In addition, the Admission Document contains historical financial information of Kalahari Copper for the years ended 31 December 2022, 2023 and 2024; and unaudited interim financial information of Kalahari Copper for the six-month period ended 30 June 2025.

EXPECTED ADMISSION DATE:

27 April 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

S.P. Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

NAME AND ADDRESS OF BROKERS:

S.P. Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

AlbR Capital Limited

80 Cheapside

London

EC2V 6DZ

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:

Copies of the document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of S.P. Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP in accordance with the AIM Rules. The document will also be available for download from the Company's website at www.oscillateplc.com up to Admission and at https://servalresources.com/ post-Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

01 April 2026

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - Oscillate PLC
Time: 10:00:00
Date: 1 Apr 2026
Category: Capital structure
ID: 0506Z