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Oscillate Plc - Unaudited Preliminary Results

·11-min read

31 May 2022

OSCILLATE PLC

AQSE: MUSH

(“Oscillate” or “the Company”)

UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2021

Oscillate, the AQSE traded enterprise company focused on opportunities in the natural resource sector, medicinal cannabis and special situations, is pleased to announce its unaudited preliminary results for the year ended 30 November 2021.

The information set out below has been extracted from the Company’s draft report and accounts for the year ended 30 November 2021 and has not been audited. A further announcement will be released by the Company on completion of the audit, expected shortly, and any material changes between the financial information set out below and the audited financial information will be disclosed in that announcement.

“EXECUTIVE DIRECTOR’S STATEMENT

I am pleased to report on the Company’s results for the year to 30 November 2021 and the recent developments in the investment portfolio.

Financial Review

The fiscal period ended 30 November 2021 was a significant year for the Company, the pinnacle of which was in April 2021, when we announced gross proceeds of £3.5 million (net proceeds of £3.2 million) had been raised through the issue of 175,000,000 shares at 2p. In conjunction with the placing, we announced our intention to broaden the Company's investment strategy to include medicinal psychedelics, an evolving field that is showing increasing promise for treating an array of psychiatric conditions. The placing was led by the Company's broker, Peterhouse Capital.

Following the placing, and subsequent legal opinion on investing in the medicinal psychedelics industry in the UK, the broadened investment strategy was duly approved by shareholders at a General Meeting in July 2021.

The Company made a loss (after taxation) for the 12-month period to 30 November 2021 of £386,318 (2020: profit of £100,709), whilst the basic loss per share was 0.3p (2020: profit per share 0.2p). The Company’s net assets were £3,122,943 at the period-end (2020: £239,261).

Investee Company Update

I am pleased to provide the following summary of the investee companies in Oscillate's portfolio.

Psych Capital plc

In August we announced that the Company had acquired 30,000,000 shares in Psych Capital ("Psych") for consideration of £300,000. Psych was founded by professionals who have focused on disruptive healthcare solutions that are rapidly becoming accepted in developed communities, including the accelerated push to legalise the use of medicinal cannabis on the back of a greater understanding as to its application.

Psych is focused on leveraging its experienced team to replicate their success in the burgeoning medicinal psychedelics sector. To this end, Psych currently has exclusive use of Blossom Analysis, a leading source for scientific and regulatory data for the psychedelics industry.

In addition, Psych owns just under 2% of Awakn Life Sciences (“Awakn”), a biotechnology company with clinical operations that is developing and delivering psychedelic therapeutics to better treat certain addictions. Awakn shares are listed on Canada's Neo Exchange (AWKN: NE).

Psych has made an application for its share capital to trade on the AQSE Growth Market. We are optimistic that a public listing for Psych will see a meaningful appreciation of Oscillate's investment. We wish CEO, William Potts, and his team at Psych well in developing the company going forward.

Igraine plc

Igraine plc is an investment company whose shares are listed on AQSE Growth Market.

In June 2021, Igraine plc (formerly Angelfish Investments plc), announced that it had raised £2,000,500 through the issue of 77,519,230 new ordinary shares, with the intention of becoming a premier Biotech and MedTech investment company.

Oscillate was the cornerstone investor to the fundraise, investing £550,000 for 21,312,460 shares, representing 25.67% of the issued share capital.

In conjunction with the fundraise, Igraine secured rights to co-invest in all healthcare and life science opportunities sourced or invested into by Excalibur Healthcare Services, a company founded and owned by renowned biotech entrepreneur, Sir Professor Christopher Evans.

The maiden investment made by Igraine was the purchase of a 2% stake in Excalibur Medicines Ltd, which has secured exclusive rights to and owns the patents on a drug, AZF1656, an oral tablet which has been developed as a potential therapeutic for diabetics suffering from Covid-19.

In December 2021, Igraine announced results from a Phase II clinical trial for AZF1656, with the trial data showing a strong trend towards reduced mortality in patients who received AZF1656. Diabetes, whether type 1 or 2, has been the leading single cause of co-morbidity during the pandemic, and one in three of all deaths with Covid-19 in hospital in England has been associated with diabetes.

IamFire plc

IamFire plc is an investment company whose shares are listed on the AQSE Growth Market. At the time of writing, IamFire holds positions in four companies, namely, Bio2Pure Ltd, Evrima plc, WeShop Ltd, and WeShop Holdings Ltd.

In December 2021, IamFire announced that it had raised £4.75 million through a placing of 158,333,333 new ordinary shares at 3p per share. The funding has been largely deployed in exercising its option to subscribe for convertible loan notes in WeShop Holdings Ltd, with £4 million of the £4.5 million option being subscribed for to date. The date to exercise the final £500k of convertible loan notes is 18 May 2022, whilst the notes have a conversion price of 75p per share and a conversion date of 18 May 2023.

IamFire has built up a strong position in WeShop, having a potential aggregate holding of 13.5 million shares in WeShop Holdings Ltd, based on taking up and subsequently converting the full convertible loan note position, and an in-specie distribution of shares by WeShop Ltd. The aggregate position would equate to 14.5% of the undiluted WeShop Holdings share capital.

WeShop is a shoppable social network, which has aggregated the majority of the top 1,000 retailers across the UK onto its platform, thereby giving its community access to over 1 billion products across multiple categories. The WeShop platform allows users to shop and help one another by reviewing, asking about, or recommending products, and will reward its users by allowing them to earn shares in the business. Currently the WeShop platform is in beta release, and our understanding is that it will be launched to the general public in the coming months. We are excited by the WeShop platform, and are optimistic that the investment in WeShop Holdings will serve to create meaningful share price appreciation for investors in IamFire plc.

Oscillate holds 1,055,000 shares in IamFire, and 1,425,000 warrants, of which 625,000 are exercisable at 4.8p to 11 October 2022, and 800,000 are exercisable at 10p to 8 July 2023.

Evrima plc

Evrima is an investment company whose shares are listed on the AQSE Growth Market. At the time of writing, Evrima holds positions in three companies, namely, Kalahari Key Mineral Exploration Pty Ltd, Premium Nickel Resources Corporation, and Eastport Ventures Inc.

We note that on 17 February 2022, Premium Nickel Resources ("PNR") and North American Nickel Inc ("NAM") announced the execution of a non-binding letter of intent, whereby the two companies would combine by way of PNR reversing into NAM. Subsequently, on 26 April 2022, PNR and NAM announced that they had entered into a definitive amalgamation agreement regarding the proposed RTO transaction.

Oscillate holds 500,000 shares in Evrima, and 500,000 warrants that are exercisable at 6p per share to 22 July 2023.

Marula Mining plc

Marula Mining plc ("Marula") is an investment company whose shares are listed on the AQSE Growth Market. Marula announced in April 2022 that it had entered into Heads of Agreement to acquire interests in the Blesberg Lithium and Tantalum Project in South Africa, and the Nkombwa Hill Tantalum, Rare Earth Elements, and Phosphate Project in Zambia.

Oscillate continues to hold 22,260,712 shares in Marula.

Premier Silver Corp

Oscillate holds 50,000 shares in Premier Silver Corp, which it subscribed for at CAD$0.50 per share for a total consideration of CAD$25,000. Premier Silver controls one of the largest silver mining land packages in Peru through its ownership of the Mallay Mine and Processing Plant, and associated exploration and development assets, which have over US$120 million in capitalised expenditures. The assets are currently in care and maintenance mode whilst Premier Silver makes plans to conduct a thorough review of the resource base and existing mine development, with the intention of bringing the historical resources and reserves into current estimate status under National Instrument 43-101, and to create a new mine plan that will incorporate bulk tonnage underground mining methods.

Outlook

Over the past year the Company has seen its board restructured, with the departure of Jeremy Ross in April 2021, Burns Singh Tennent-Bhohi in January 2022 and Conrad Windham in May 2022.

During the period, I was appointed as a director to the Company and following the period, Fungai Ndoro and John Treacy have been appointed as directors. The new appointments will serve to strengthen the Company as we move forward with delivering on our investment mandate. The strategy for the Board is to continue to identify opportunities for Oscillate that it believes will serve to create shareholder value.

I would like to take this opportunity to thank shareholders for their continued support and patience as we work toward unlocking value in the months ahead. The Board views the coming months with optimism, and we look forward to keeping shareholders updated with the progress made.

Narisha Ragoonanthun

Executive Director

31 May 2022

The Directors of the Company accept responsibility for the contents of this announcement.

ENQUIRIES:

Company:

Oscillate plc

Fungai Ndoro

020 7638 9271

https://oscillateplc.com

AQSE Corporate Adviser:

Peterhouse Capital Limited

Guy Miller
Mark Anwyl

020 7220 9796

Statement of Comprehensive Income

2021
£

2020
£

Administrative expenses

(227,417)

(121,421)

(Losses)/gains on investments at fair value through profit and loss

(163,986)

222,057

Profit on sale of investment

5,085

-

Operating (loss)/profit

(386,318)

100,636

Interest income

-

73

(Loss)/profit before tax

(386,318)

100,709

Taxation

-

-

(Loss)/ profit for the financial year

(386,318)

100,709

Other comprehensive income for the year

-

-

Total comprehensive (loss)/ profit

(386,318)

100,709

Earnings per share (pence) from continuing operations attributable to owners of the
Company

Basic

(0.3)

0.3

Diluted

(0.3)

0.2

Statement of Financial Position

2021
£

2020
£

Non-current assets

Investments

319,700

89,950

Total non-current assets

319,700

89,950

Current assets

Investments

624,451

199,687

Trade and other receivables

249,445

3,756

Cash and cash equivalents

2,062,844

23,288

Total current assets

2,936,740

226,731

Total assets

3,256,440

316,681


Current liabilities

Trade and other payables

(133,497)

(77,420)

Total current liabilities

(133,497)

(77,420)

Total liabilities

(133,497)

(77,420)

Net assets

3,122,943

239,261

Capital and reserves

Share capital

1,228,309

1,210,810

Share premium

4,705,050

1,452,549

Other reserves

29,753

29,753

Retained earnings

(2,840,169)

(2,453,851)

Total equity

3,122,943

239,261

Statement of Changes in Equity

Share capital

Share premium

Other reserves

Retained earnings

Total

£

£

£

£

£

As at 1 December 2019

1,210,810

1,452,549

29,753

(2,554,560)

138,552

Profit for the year

-

-

-

100,709

100,709

Other comprehensive income for the year

-

-

-

-

-

Total Comprehensive Income

-

-

-

100,709

100,709

As at 30 November 2020

1,210,810

1,452,549

29,753

(2,453,851)

239,261

Loss for the year

-

-

-

(386,318)

(386,318)

Other comprehensive income for the year

-

-

-

-

-

Total Comprehensive Income

-

-

-

(386,318)

(386,318)

Issue of shares

17,499

3,482,501

-

-

3,500,000

Transaction costs

-

(230,000)

(230,000)

Total Transactions with Owners

17,499

3,252,501

-

-

3,270,000

As at 30 November 2021

1,228,309

4,705,050

29,753

(2,840,169)

3,122,943

Statement of Cash Flows

2021

2020

£

£

Cash from operating activities

(Loss)/ profit before tax

(386,318)

100,709

Adjustments for:

Investment income

-

(73)

Profit on sale of investments

(5,085)

(23,046)

Fair value movements through profit and loss

163,986

(199,011)

(227,417)

(121,421)

(Increase)/decrease in trade and other receivables

(95,688)

10,174

(Decrease)/increase in trade and other payables

(43,924)

51,816

Net cash used in operating activities

(367,029)

(59,431)

Cash flow from investing activities

Purchase of investments

(750,000)

(87,738)

Proceeds on disposal of investments

36,585

68,936

Loans granted

(150,000)

-

Interest income

-

73

Net cash used in investing activities

(863,415)

(18,729)

Cash flows from financing activities

Net proceeds from issue of shares

3,270,000

-

Net cash from financing activities

3,270,000

-

Net cash flow for the year

2,039,556

(78,160)

Cash and cash equivalents at beginning of year

23,288

101,448

Cash and cash equivalents at end of year

2,062,844

23,288”

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

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