New Risk • Apr 27
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 296% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (13% average weekly change). Earnings have declined by 66% per year over the past 5 years. Shareholders have been substantially diluted in the past year (296% increase in shares outstanding). Revenue is less than US$1m. Minor Risks Latest financial reports are more than 6 months old (reported May 2025 fiscal period end). Market cap is less than US$100m (UK£9.27m market cap, or US$12.5m). Announcement • Apr 27
Oscillate plc (OFEX:MUSH) completed the acquisition of Prospecting Licences Over Dalsu Prospects in Botswana from Kalahari Copper Limited. Oscillate plc (OFEX:MUSH) entered into a non-binding Heads of Terms to acquire Prospecting Licences Over Dalsu Prospects in Botswana from Kalahari Copper Limited on July 9, 2025. Oscillate plc has now entered into a new non-binding Heads of Terms agreement to acquire Kalahari Copper Limited on September 25, 2025. Oscillate PLC (AQUIS: SRVL) entered into a sale and purchase agreement to acquire Kalahari Copper Limited from KCL Investment Limited on February 9, 2026. As of February 9, 2026, cash consideration of £2 million and a sum equal to the cash balance of Kalahari Copper and its subsidiaries in excess of a threshold. Th parties may agree to defer the £2 million payment where upon interest at the rate of 15% per annum or 2% per month will accrue, depending on the reason for the deferral. Where such payment is deferred, the Seller will have the right to convert these into Ordinary Shares in the Company at any time using the lower of a 30 trading day volume-weighted average price. up to six further milestone payments, three each for both the Botswana and the Namibian projects, of £1.5 million in cash each, due on a per country basis upon each of an initial Maiden JORC Report, first publication of a Pre-Feasibility Study and a first Final Investment Decision. The Company has made a non-refundable payment of £0.5 million to Kalahari Copper. In agreement with Kalahari Copper some of these funds may be used for the 2025 work programme required on certain of the Dalsu Prospects. Oscillate has been offered an exclusivity period which expires on September 30, 2025, to complete due diligence on the Dalsu Prospects and enter into final binding documentation ("Exclusivity Period"). Subject to the due diligence and restructuring, the consideration payable by Oscillate, upon finalising of the SPA, will be such number of Ordinary Shares in Oscillate which will equate to 30% of Oscillate's issued and outstanding Ordinary Shares. The consideration will also include the right to acquire additional Ordinary Shares for nil consideration, to maintain a 30% holding up to the point of Oscillate listing on a more senior stock exchange (subject to a minimum fundraise and calculated before the issue of Ordinary Shares for such fundraise). In addition, and subject to sufficient capital being raised upon moving to a more senior exchange, the terms include a payment of £1.5 million in cash to Kalahari Copper within 10 business days of relisting. Further, there are a series of further milestone payments of £1.5 million each due upon an initial Maiden JORC Resource, publication of a Pre-Feasibility Study and upon Final Investment Decision. Oscillate has also granted Kalahari an Anti-Embarrassment Fee, in the event that the licences are on sold within 3 years and a net smelter royalty of 1.9% of copper sold which was produced from any of the KCB Licences, along with 80% of a contingent $2.5 million fee that may become payable in the future by Sandfire. On September 24, 2025, under the revised acquisition terms include a payment of £2.0 million in cash to the Seller within 10 business days of relisting; this has increased from the £1.5 million in cash previously agreed, due to the inclusion of the Namibian Copper Project.
Oscillate completed the first phase of due diligence. Peterhouse Capital Limited acted as financial advisor for Oscillate plc.
Oscillate plc (OFEX:MUSH) completed the acquisition of Prospecting Licences Over Dalsu Prospects in Botswana from Kalahari Copper Limited on April 27, 2026. Board Change • Apr 27
Less than half of directors are independent Following the recent departure of a director, there is only 1 independent director on the board. The company's board is composed of: 1 independent director. 3 non-independent directors. Independent Non-Executive Director Brian Lawrence Russell Gordon was the last independent director to join the board, commencing their role in 2025. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. 
