THIS ANNOUNCEMENT, INCLUDING THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Oscillate PLC
("Oscillate" or the "Company")
PROPOSED ACQUISITION OF KALAHARI COPPER LTD
CHANGE OF NAME TO SERVAL RESOURCES PLC
PLACING AND SUBSCRIPTION OF 12,997,761 ORDINARY SHARES AT 22.5 PENCE PER ORDINARY SHARE
RETAIL OFFER OF UP TO 1,333,333 RETAIL SHARES AT 22.5 PENCE PER RETAIL SHARE
SHARECONSOLIDATION
ADMISSION OF THE ENLARGED ISSUED SHARE CAPITAL TO TRADING ON AIM
CANCELLATION OF TRADING ON AQUIS GROWTH MARKET
PUBLICATION OF AIM ADMISSION DOCUMENT
AND
NOTICE OF GENERAL MEETING
LONDON, April 1, 2026 /PRNewswire/ -- Oscillate PLC (AQSE: SRVL), a company focused on building an independent copper and future metals developer, is pleased to announce that further to the announcement on 9 February 2026 of the conditional acquisition of Kalahari Copper Limited ("Kalahari Copper") (the "Acquisition"), it has now published its AIM Admission Document and has conditionally completed an equity fundraising of £2.9 million (before expenses) by way of a placing (the "Placing") and subscription (the "Subscription") (together, the "Fundraising") of a total of 12,997,761 new ordinary shares of £0.005 each in the capital of the Company subject to a 50 for 1 share consolidation ("Fundraising Shares") at a price of 22.5 pence per Fundraising Share (the "Issue Price").
In addition, as it moves to its next phase of growth and in conjunction with the Fundraising, the Company is applying for its new ordinary shares of £0.005 each in the capital of the Company ("Ordinary Shares") (assuming shareholders approve a 50 for 1 share consolidation) to be admitted to trading on AIM ("Admission") and, at the same time, the admission of the existing ordinary shares of £0.0001 each to the Aquis Growth Market will be withdrawn.
The Acquisition, Fundraising and the Admission are conditional upon certain resolutions being passed at a General Meeting of the Company to be convened for 10:00 am on 24 April 2026 (the "General Meeting"). The Company has published a Multilateral Trading Facility admission prospectus in compliance with the requirements of the London Stock Exchange which has been issued in connection with the proposed admission of the Company's New Ordinary Shares to trading on AIM ("AIMAdmission Document"). The AIM Admission Document has not been prepared in accordance with the rules of the FCA for Admission to Trading on a Regulated Market and its contents have not been approved by the FCA. The AIM Admission Document will not be filed with or approved by the FCA or any other government or regulatory authority in the UK. The AIM Admission Document includes a notice convening the General Meeting of the Company. Cancellation of the trading of the Ordinary Shares on the Aquis Growth Market will take place simultaneously with Admission, with cancellation expected at the close of business on [24] April 2026.
Highlights
- The proposed acquisition of Kalahari Copper will establish the Company as a large landholder in two emerging copper belts, subject to licence renewal: the Kaoko Basin in Namibia and the Kalahari Copper Belt in Botswana, both of which are under-explored in comparison to their prospectivity.
- Fundraising to raise £2.9 million gross through the issue of 12,997,761 Fundraising Shares at 22.5 pence per Fundraising Share.
- Net proceeds of the Fundraising will allow for the advancement of the Company's proposed exploration assets in Namibia and Botswana.
- Proposed appointment of Andrew Benitz as a Non-Executive Director upon Admission.
- Proposed change of name to Serval Resources Plc.
- Proposed consolidation of the Company's issued share capital by 50:1.
- Admission to AIM is expected to occur on or around 8.00 am on 27 April 2026.
CEO Robin Birchall commented:
"This is a transformational transaction which will establish the Company with a large position within two highly prospective, under-explored and emerging copper belts in Namibia and Botswana, as well as the potential upside from the Duékoué project in Côte d'Ivoire. We are delighted to have achieved funding support and to progress with our proposed admission to trading on the AIM Market. Oscillate PLC through its Serval Resources brand is now primed for the next phase of the Company's evolution to deliver on its strategy to become a mid-cap copper and future-metals exploration and development group."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the AIM Admission Document 31 March 2026
Latest time and date for receipt of completed Forms of Proxy and receipt 10.00 am on 22 April
2026
of electronic proxy appointments via the CREST system
Time and date of the General Meeting 10.00 am on 24 April
2026
Announcement of the result of the General Meeting 24 April 2026 2026
Record time and date of the Share Consolidation 6.00 pm on 24 April
2026
Expected completion of the Acquisition, Admission of the New Ordinary 8.00 am on 27 April
2026
Shares, and commencement of dealings on AIM
Expected date for Ordinary Shares to be credited to CREST accounts
27 April 2026
Dispatch of definitive certificate for Ordinary Shares Within 10 Business
Days of Admission
Background to the Acquisition
The Company's purpose is to establish a portfolio of sustainable copper and future metals projects based in world-class mining jurisdictions. Demand for copper and associated strategic metals is set to rise substantially in the coming years driven by the green energy transition, the rapidly expanding digital economy and other emerging technologies, which are expected to create significant shortfalls in supply. The Company aims to discover new potential sources of sustainable copper in order to meet the demand for independent and responsible sources of supply.
On 9 February 2026, the Company announced that it had entered into a sale and purchase agreement with KCL Investments Limited to acquire, subject to certain conditions being satisfied, all of the issued shares in Kalahari Copper which indirectly includes the licences held by Kalahari Copper's subsidiaries in Namibia and Botswana. Completion of the Acquisition is expected to occur, subject to all conditions being met, simultaneously with the admission of the Company's New Ordinary Shares to trading on AIM, subject to regulatory approvals.
The Acquisition will establish the Company as a large landholder in two emerging copper belts, subject to renewal of certain licences: the Kaoko Basin in Namibia, which is interpreted to be the extension of the prolific Central African Copper Belt, and the Kalahari Copper Belt in Botswana. The Acquisition will thereby give the Company the opportunity to explore extensive areas of highly prospective terrain in emerging exploration districts, adjacent to significant recent discoveries, in line with the Company's ambition to become a mid-cap copper and future metals development group.
The Company has also entered into a joint venture and earn-in agreement (as announced on 30 April 2025) in Côte d'Ivoire with La Minière de l'Elephant in respect of the Duékoué molybdenum-copper Project. The arrangement allows the Company to earn up to a 100% interest through staged expenditure and milestone payments.
Together, the conditional acquisition of Kalahari Copper and the Duékoué joint venture are expected to:
- provide geographic and geological diversification across two high-quality and stable African jurisdictions with supportive mining policies, as well as the exploration project in Côte d'Ivoire;
- create a portfolio of early-stage exploration projects;
- position the Company to attract a broader investor base; and
- establish the foundation for a mid-cap copper and future-metals exploration and development group.
Further details of the Acquisition, the Fundraise, the proposed strategy of the Enlarged Group, and the risk factors associated with the Transaction are set out in the AIM Admission Document.
Details of the Fundraising
The Fundraising will comprise the issue of 12,997,761 new Fundraising Shares at the Issue Price to conditionally raise £2.9 million (ca. US$3.8 million) before expenses for the Company (approximately £2.0 million (ca. US$2.6 million) after expenses, excluding VAT).
The issue and allotment of the Fundraising Shares is conditional, inter alia, upon i) the passing of the Resolutions to authorise such issue and allotment and to disapply pre-emption rights in relation to the Fundraising Shares, to be put to shareholders at the General Meeting; and ii) the Fundraising Shares and the existing Ordinary Shares to be admitted to trading on AIM ("Admission") on or before 8.00 am on 27 April 2026) and the concurrent withdrawal of the Ordinary Shares from trading on the Aquis Growth Market. Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Fundraising will not proceed.
When issued, the Fundraising Shares will represent approximately 37.25 per cent. of the enlarged share capital of the Company and will rank pari passu with the existing Ordinary Shares.
The Issue Price represents a discount of approximately 25 per cent. to the 40-day volume weighted average price ("VWAP") of 0.5969 pence per Ordinary Share on 31 March 2026 (equivalent to 30 pence per New Ordinary Share).
Use of Proceeds
The Enlarged Group will receive approximately £2.0 million (ca. US$2.6 million) of net proceeds from the Fundraise (after deducting commissions and other expenses related to the AIM listing of approximately £0.9 million (ca. US$1.2 million)) which in combination with funds anticipated to be received from the sale of shares in Pulsar Helium, Inc. are expected to be used as follows:
GBP
(BPSm) USD ($m)
Corporate overheads 0.7 0.9
Ongoing regulatory costs 0.2 0.3
Namibia exploration 0.6 0.8
Botswana exploration 0.4 0.5
Working capital 0.6 0.8
The Company's proposed work programme for 2026 on the Namibian Licences has a budget of US$0.8 million and includes environmental compliance / stakeholder development work, geological mapping, geophysics, scout drilling to validate and expand known targets and diamond drilling to test targets across the highest priority prospects with the aim of delineating a maiden resource estimate in due course.
The Company's proposed work programme for 2026 on the Botswana Licences is underway as announced on 28 February and has a budget of US$0.5 million. It includes geophysics, soil sampling and environmental compliance / stakeholder development work.
WRAP Retail Offer
In addition to the Placing and Subscription, the Company intends to issue up to 1,333,333 Retail Offer Shares via the Winterflood Retail Access Platform (the "WRAP Retail Offer") to raise up to £300,000 (before expenses) at 22.5 pence per share.
The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Fundraise. A further announcement will be made by the Company shortly regarding the WRAP Retail Offer and its terms and conditions. The WRAP Retail Offer is expected to open at 7.05 am on April 2026 and close at or around 4.30 pm on 07 April 2026.
Board Changes
As previously announced on 9 February 2026: In accordance with their right to appoint up to two directors to the Board of the Company, Kalahari Copper has nominated Andrew Benitz to be a Non-Executive Director upon completion of the Acquisition. With over 20 years' involvement in financial markets and company management, Mr. Benitz has significant expertise in leading and growing ambitious and focused resource businesses and has a wealth of listed company experience. Mr. Benitz is CEO of Jersey Oil and Gas plc and was previously CEO of Longreach Oil and Gas Ltd. Prior to his move into industry, Andrew worked at Deutsche Bank AG as an analyst within the Oil and Gas Investment Banking Group, as well as within the Equity Capital Markets team, where he worked on a broad range of oil and gas M&A transactions, together with equity and equity-related financings.
Share Consolidation
The Company's current issued share capital consists of 425,439,950 Existing Ordinary Shares. Pursuant to the Fundraising, the Directors consider that the number of Ordinary Shares in issue would be higher than would generally be expected for a company of its size on AIM and the Directors believe that this could negatively affect investors' perception of the Company. The Directors believe therefore that it is in the best interests of the Company for there to be a 50:1 share consolidation to reduce the number of Ordinary Shares in issue and increase the share price with a view to decreasing the spread between the bid and offer prices.
Under the Share Consolidation, holders of Existing Ordinary Shares will receive: 1 New Ordinary Share for every 50 Existing Ordinary Shares and so in proportion to the number of Existing Ordinary Shares held on the Record Date.
Following the Share Consolidation, Shareholders will still hold the same percentage proportion of the Company's ordinary share capital as before the Share Consolidation and the New Ordinary Shares will carry equivalent rights under the New Articles to the Existing Ordinary Shares under the Existing Articles.
Assuming the Share Consolidation proceeds, the number of New Ordinary Shares in Issue immediately following the Share Consolidation would be 8,508,799.
Notice of General Meeting
The Acquisition, the Company name change, the Fundraising, the share consolidation and the adoption of New Articles require Shareholders' approval of the Resolutions. A notice convening the General Meeting is set out at the end of the Admission Document. The General Meeting is to be held at the offices of Simmons & Simmons LLP at 1 Ropemaker St, London EC2Y 9SS at 10:00 am on 24 April 2026, for the purpose of considering, and if thought fit, passing the Resolutions.
Admission to AIM, publication of AIM Admission Document and withdrawal from AQSE
The Board of Directors of Oscillate PLC (the "Board") consider a move to AIM will be in the best interests of the Company and its shareholders and, given the growing scale of the business, is a more appropriate market for the Company and will enable it to attract a wider pool of investors and improve liquidity over time.
Application will be made to London Stock Exchange plc for the Company's new Ordinary Shares on Admission to be admitted to trading on AIM, and pursuant to the AIM Rules for Companies, a Schedule One form is expected to be published shortly and will, following publication, be available on the Company's website, along with the AIM Admission Document at www.oscillateplc.com.
Subject, inter alia, to the passing of the Resolutions to allot and issue the Fundraising Shares the Consideration and other shares and securities in connection with the proposals at the General Meeting and completion of the Acquisition and the Fundraising, it is currently anticipated that Admission will become effective and that dealings in the Ordinary Shares will commence on AIM at 8.00 am on or around 27 April 2026.
In conjunction with the Admission, the Company announces the proposed withdrawal of its Ordinary Shares from trading on the Access Segment of the Aquis Stock Exchange ("AQSE") Growth Market with effect from 8.00 am on 27 April 2026, in accordance with AQSE Rule 5.3.
Enquiries:
Oscillate Plc/Serval Company Robin Birchall + 44 (0) 7711 313 019
Resources robin.birchall@servalresources.com
IR Cathy Malins +44 (0) 7876 796 629
cathy.malins@servalresources.com
Tavistock PR Charles Vivian +44 (0) 20 7920 3150
Communications Eliza Logan
AlbR Capital Limited Aquis +44 (0) 20 7469 0930
Corporate
Adviser
SP Angel Broker Richard
Morrision +44 (0) 20 3470 0470
Charlie
Bouverat
Devik Mehta
About Serval Resources
Serval Resources is focused on unlocking value across a high-potential portfolio to become a leading mid-cap copper and future metals explorer and developer.
By securing exploration and development assets in the upcoming copper belts of Namibia, Botswana and Côte d'Ivoire, the Company will be strategically positioned to capitalise on the rising demand for sustainable copper and associated metals, driven by the global energy transition and the need for responsible, independent supply chains.
These regions remain relatively under-explored in contrast to their high potential. Serval will look to apply modern and rigorous exploration techniques, as well as the depth of experience of its management team, in order to systematically evaluate, secure and develop prospective opportunities to the benefit of all its stakeholders.
Serval Resources is a brand operated by Oscillate PLC, which is listed on the UK's AQSE Growth Market Exchange under the ticker AQSE: SRVL. Subject to shareholder approval, the Company will officially change its name to Serval Resources around the time of moving up to AIM in 2026.
For further information, visit:
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa, Japan, New Zealand, Singapore or any other jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, SP Angel Corporate Finance LLP ("SP Angel"), Albr Capital Limited or any of their respective Affiliates or any of its or their respective directors, officers, partners, employees, agents or advisers (collectively "Representatives") or any person acting on behalf of any of them that would, or is intended to, permit an offer of the Placing Shares or result in the possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
SP Angel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as nominated adviser and broker and joint placing agent to the Company in connection with the Admission and the Placing and will not be responsible to any other person for providing the protections afforded to customers of SP Angel or advising any other person in connection with Admission or the Placing. Its responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company, any Director, Proposed Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this document. SP Angel will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to clients of SP Angel or for providing advice in relation to the contents of this announcement or any other matter.
AlbR Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as broker and joint placing agent to the Company in connection with the Admission and the Placing and will not be responsible to any other person for providing the protections afforded to customers of SP Angel or advising any other person in connection with Admission or the Placing. AlbR Capital will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to clients of AlbR Capital or for providing advice in relation to the contents of this announcement or any other matter.
This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; or (ii) the United Kingdom, by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "may", "will", "would", "could", "considered", "likely", "estimate", "outlook" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely, such as the receipt of relevant regulatory approvals or permits. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. Each of the Company, the SP Angel and AlbR Capital and their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, including under the AIM Rules.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by SP Angel, AlbR Capital or any of their Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to, or in relation to, the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of SA Angel, AlbR Capital or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by SP Angel, AlbR Capital, any of their Affiliates or any of its or their respective Representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
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SOURCE Serval Resources
