Audited Final Results to 30 November 2022

31 May 2023

Oscillate plc

(“Oscillate” or the “Company”)

Audited Final Results to 30 November 2022

Chairman’s Statement

Dear Shareholders,

I am pleased to report on the Company’s results for the year to 30 November 2022 and the recent developments in the investment portfolio.

The Directors have been successful in their efforts to minimise the operating costs of Company, since joining the Board. We are committed to the majority of the Company’s funds being used to enhance shareholder value. The Company’s cash position at the end of the period, following investments in Psych Capital and Dev Clever, was £1,230,961 compared with £2,062,844 in the previous year. Generally, the performance of the Company’s existing investments has not been as the Company had expected, but the Board believes that the poor market conditions in the UK have significantly affected the kind of small cap investments that the Company holds. We are, however, pleased with the exceptional performance in Psych Capital, a Company in which Oscillate made its initial investment in October 2021. In June 2022, the Company invested a further £350,000 in Psych Capital and Psych Capital listed on the AQSE Exchange, at a significantly increased value per share to our initial total investment, resulting in a profit before tax for the Company of £572,366 (2021: (£386,318)).

On 15 July 2022, Narisha Ragoonanthun stepped down as a Director of the Company and the Company appreciates all of her efforts whilst on the Board. On 13 October 2022 the Company welcomed Stephen Winfield to the Board. Stephen has track record of building, financing and selling various products and businesses from the ground up and we welcome his experience to the Board.

Following the period end, the Company signed a conditional Heads of Term Agreement to acquire Hi55 Ventures Limited a UK FinTech platform created to help companies unlock payroll and pay employees flexibly. Although the Board was excited about the prospect of delivering a reverse takeover transaction which would potentially multiply the value of the Company’s assets to the benefit of shareholders, our due diligence process highlighted what we believed to be fundamental reasons why it was not in the best interests of the Company to proceed with the transaction. As a result, the proposed transaction was discontinued on 23 March 2023.

Investee Company Update

I am pleased to provide the following summary of the investee companies in the Company’s portfolio.

Psych Capital Plc

Psych Capital Plc (“Psych”) is a company which identifies, funds and supports companies across three core pillars: therapeutic treatments, drug development, and data/AI. Through a network of analysts with deep industry knowledge and capital markets expertise, Psych is focussed on developing a rigorously selected portfolio of industry leading companies at the intersection of psychedelic medicine and technology. On 9 June 2022, Psych’s shares were admitted to trading on the AQSE Growth Market which was paramount in supporting the valuation of our total investment in the company of £650,000, including shares subscribed for on IPO. Refer to note 10.

Psych Capital signed an exclusivity agreement with a significant target on 29 November 2022, and has been conducting due diligence with the intention of completing a potentially transformational acquisition for Psych Capital.  At year end, the Company currently holds 46,668,622 (16.15%) shares in Psych Capital.

Igraine plc

Igraine is an investment company quoted on the AQSE Market whose primary investment is a 2% equity interest in, Excalibur Medicines Ltd (“EML”), EML has secured exclusive rights to and owns the patents on a drug, AZD1656, which is being developed as a potential therapeutic for people with diabetes suffering from COVID-19. Conduit Pharmaceuticals Ltd (“Conduit”) pipeline includes the AstraZeneca agreement of 2 assets licensed in 6 applications, one of which is AZD1656 Covid-19, owned in conjunction with EML, has entered into a definitive business combination agreement with Murphy Cannon Acquisition Corp. (“Murphy”). The business combination transaction is expected to provide Conduit with access to the public equity market, which the parties believe will accelerate development of Conduit’s pipeline. Upon the business combination transaction closing, which is expected to occur in the first quarter of 2023, the combined company is expected to be named Conduit Pharmaceuticals Inc., which will continue to operate under the Conduit management team. Conduit state that the combined company is anticipated to have an estimated pro forma enterprise valuation of approximately US$700 million.

Igraine also holds a 20% interest in Fixit Medical Ltd (“Fixit”), a research and experimental development company focused on social sciences and humanities, is the sole owner, designer and developer of Cingo® (“Cingo”), the next drainage catheter fixation device. Cingo features best in class catheter fixation through a pull-force dissipating design and an estimated two-week wear time.  Cingo also boasts a revolutionary design that protects catheters from twisting and kinking, providing easy access to the catheter exit site for improved visibility and cleaning, and includes a breakthrough integral shower-safe feature.

At year end, the Company holds 21,312,460 Igraine shares, representing 25.67% of the issued share capital. The value of the investment in Igraine has reduced by £122,547 in the year to 30 November 2022 and this is reflected in the financial statements.

IamFire plc (“FIRE”)

During the period, FIRE completed an equity fundraise of £3.5million, raising funds from new and existing shareholders. FIRE’s primary asset is a £2.7 million convertible loan note holding in Community Social Investments Limited (formerly WeShop Limited (“WeShop”). WeShop is a social/commerce platform that allows users to share information and recommend products, via affiliate networks. User downloads for the WeShop platform as at 9 March 2023 were over 100,000, with the same number of purchases through the app. The annualised Gross Merchandise Value of £27.9m as at the end of February 2023.

FIRE also owns 10% of the issued share capital of Bio2pure Limited which is developing technology to clean up polluted waterways.

At year end, the Company held 1,055,000 shares in IamFire.

Marula Mining plc (previously All Star Minerals)

Marula Mining (“Marula”)is an African focused battery metals investment and exploration company and has interests in several high value mine projects in Africa; Blesberg Lithium and Tantalum Mine in South Africa, Nkombwa Hill Project in Zambia and Kinusi Copper mine, Bagamoyo Graphite Project and Nyorinyori Graphite Project in Tanzania.

Marula’s shares are traded on the AQSE Growth Market. Marula is exploring opportunities to admit its shares to trading on AIM, the market operated by the London Stock Exchange Group plc, and Kenya’s Nairobi Securities Exchange. Marula completed a 100 to 1 consolidation of its shares during the period and as a result, the Company holds a total of 222,607 shares in Marula.

Evrima plc

Evrima plc (“Evrima”) owns a 8.93% project-level interest in the Molopo Farms Complex Project (“MFC”) through its investee company Kalahari Key Minerals Exploration Pty Limited (“Kalahari Key”). A 2,402m diamond drill programme was completed at MPC, in February 2023, targeting a large-scale nickel and platinum group element discovery in southwestern Botswana to gain further data for interpretation alongside historic data.

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

Veative Group Holdings Plc (previously Dev Clever plc)

During the period, the Company acquired 2,500,000 warrants in Veative for £250,000, exercisable into Veative shares at a price of 1 penny per share.

In January 2023, Veative Group Holdings Plc (“Veative”) effected the cancellation of the listing of the company's ordinary shares on the London Stock Exchange.  The board of Veative intends to build its international education technology business with the delivery of immersive content at its core. Its operations will be focused on the provision of immersive learning delivered in VR, WebXR and AR format; career discovery offerings to support students and teachers; and immersive experiences delivered through the Group's "Future of Work". Currently, Veative is negotiating a recapitalisation of the business whilst it is off-market. Given that the Company does not have full visibility of Veative’s ongoing process of raising funds as a delisted company and cannot be certain that any such fundraising will be successful.

Outlook

Our holdings remain largely the same as last year as the prevailing market conditions have not enabled us to exit these at prices that reflect the initial value management thought they could achieve, despite significant progress made with regards to some of the companies.

It is evident to the Board that the current value that the market attributes to the Company does not accurately reflect the value of assets that Oscillate holds, therefore at the next general meeting, the Board will be putting a resolution to shareholders asking them if they wish for the Board to continue to seek out reverse takeover opportunities or to distribute the Company’s assets back to them. The Board continues to be working in the best interests of the Company and shareholders and believes this is an important juncture, in the life of the Company, to allow all members to have their say. The Directors continue to seek opportunities to enhance the value of the Company for the overall benefit of its shareholders.

The Board would like to thank its shareholders, advisers and stakeholders for their continued support.

Fungai Ndoro

Non-executive Director

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

Enquiries

Oscillate plc:

John Treacy

Tel:  [phone]

https://oscillateplc.com

Corporate Adviser:

Peterhouse Capital Limited

Guy Miller & Heena Karani

Telephone: [phone]

Statement of Comprehensive Income

		2022 £	2021 £
Administrative expenses		(380,386)	(227,417)
Gains / (Losses) on investments at fair value through profit and loss		942,463	(163,986)
Profit on sale of investment		8,437	5,085
Operating Profit / (Loss)		570,514	(386,318)
Interest income		1,852	-
Profit / (Loss) before tax		572,366	(386,318)
Taxation		(235,616)	-
Profit / (Loss) for the financial year		336,750	(386,318)
Other comprehensive income for the year		-	-
Total comprehensive Profit / (Loss)		336,750	(386,318)
Earnings per share (pence) from continuing operations attributable to owners of the Company
Basic		0.15p	(0.3)
Diluted		0.15p	(0.3)

Statement of Financial Position

			2022 £	2021 £
Non-current assets
Investments			264,700	319,700
Total non-current assets			264,700	319,700
Current assets
Investments			2,221,952	624,451
Trade and other receivables			9,780	249,445
Cash and cash equivalents			1,230,961	2,062,844
Total current assets			3,462,693	2,936,740
Total assets			3,727,393	3,256,440
Current liabilities
Trade and other payables			(32,084)	(133,497)
Total current liabilities			(32,084)	(133,497)
Total liabilities			(32,084)	(133,497)
Deferred tax liability			(235,616)	-
Net assets			3,459,693	3,122,943
Capital and reserves
Share capital			1,228,309	1,228,309
Share premium			4,705,050	4,705,050
Other reserves			29,753	29,753
Retained earnings			(2,503,419)	(2,840,169)
Total equity			3,459,693	3,122,943

The financial statements were approved by the Board of Directors on 31 May 2023 and signed on its behalf by:

Fungai Ndoro

Director

Statement of Changes in Equity

	Share capital	Share premium	Other reserves	Retained earnings	Total
	£	£	£	£	£
As at 1 December 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
Profit for the year	-	-	-	336,750	336,750
Other comprehensive income for the year	-	-	-	-	-
Total Comprehensive Income	-	-	-	336,750	336,750
As at 30 November 2022	1,228,309	4,705,050	29,753	(2,503,419)	3,459,693

Statement of Cash Flows

		2022	2021
		£	£
Cash from operating activities
Profit / (Loss) after taxation for the financial year		336,750	(386,318)
Adjustments for:
Tax on profit		235,616	-
Interest earned		(1,852)	-
Profit on sale of investments		(8,438)	(5,085)
Non-cash items – impairment loss		160,637	-
(Profit) / Loss on investments at fair value		(942,463)	163,986
		(219,750)	(227,417)
Decrease / (increase) in trade and other receivables		79,028	(95,688)
Decrease in trade and other payables		(101,413)	(43,924)
Net cash used in operating activities		(242,135)	(367,029)
Cash flow from investing activities
Purchase of investments		(600,038)	(750,000)
Proceeds on disposal of investments		8,438	36,585
Loans granted		-	(150,000)
Interest income		1,852	-
Net cash used in investing activities		(589,748)	(863,415)
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		(831,883)	2,039,556
Cash and cash equivalents at beginning of year		2,062,844	23,288
Cash and cash equivalents at end of year		1,230,961	2,062,844