Update, Suspension Lifting, Continuation Resolution

22 May 2023

Oscillate plc

(“Oscillate” or the “Company”)

 Corporate and Portfolio Update

Return from Suspension

Continuation Resolution

Further to the announcement of 23 March 2023, the Board of Oscillate has considered a number of options for the future of the Company. It has been the absolute and overarching strategic priority of the Board to preserve Oscillate’s cash balances whilst it evaluated investment and RTO opportunities, such as the Hi55 Ventures acquisition, which the Company abandoned in March 2023.  The Company advises that the current share suspension will be lifted at the opening of market trading, at 8.00 a.m. today.

Against this background, the Board intends to provide Shareholders with the option to decide on the immediate future of the Company at the Company’s next AGM. The AGM Circular will include an ordinary resolution, proposing that the Company should:

“Continue to seek a suitable reverse takeover (“RTO”) target over the next 12 months (the “Continuity Resolution”).”

Should this Continuation Resolution not be passed by Shareholders, it is proposed that the Company undertake as soon as practically possible thereafter, a pro-rata return to Shareholders of all of the Company’s cash and investment holdings (the “Distribution”).

THE DISTRUBUTION

Should Shareholders not vote in favour of the Continuation Resolution, it is proposed that the Board will immediately commence the Distribution process. This process will be undertaken in the most expeditious, tax-efficient and cost-effective way as possible, mindful of the absolute requirement to maximise overall returns to Shareholders. Whilst the Board will obviously consult the Company’s professional advisers in determining the most appropriate manner of distribution, it is currently envisaged that such a process may entail the winding up of the Company and the simultaneous return of the entirety of Oscillate’s net assets to Shareholders, on a future record date to be proposed in an additional and separate circular to Shareholders.

Since the Company raised £3.5m in April 2021, it has made a number of investments. As at today’s date, the Company’s unaudited investments, inter alia consist of:

• Cash of approximately £1,17m.
• 46,843,622 ordinary shares (16.15%) in Psych Capital Plc, AQSE Growth Market quoted. The bid price per Psych ordinary share as at close of business on 19 May 2023, was 4.75 pence per share.
• 21,312,460 ordinary shares in Igraine Plc, AQSE Growth Market quoted. The bid price per Igraine ordinary share as at close of business on 19 May 2023, was 0.25 pence per share.

Pending publication of the AGM Circular, the Board will continue to seek potential reverse takeover targets and where possible dispose of any investment position for cash.  Should any RTO candidate be identified, no material costs will be incurred prior to the resolution being put before Shareholders at the AGM.

Shareholders can expect further announcements shortly in regard to the proposals outlined above.

--ENDS-

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]

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018).