ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 NOVEMBER 2023

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Oscillate Plc

AQSE: MUSH

(“Oscillate” or the “Company”)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2023

Director’s Statement

Dear Shareholders,

I am pleased to report on the Company’s results for the year ended 30 November 2023 and the recent developments in the investment portfolio.

The Directors have been successful in their efforts to minimise the operating costs of the Company, since Steve Xerri, Executive Director, joined 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 year, was £1,101,259 compared with £1,230,961 in the previous year. A reduction of only £129,702.

The Company signed a conditional Heads of Term Agreement to acquire Hi55 Ventures Limited, as announced in November 2022, 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, we concluded 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.

The Board confirmed its intention to focus on the special situation's element of its investment strategy, as outlined in the Company's October 2020 General Meeting shareholder circular. In particular, the Company will be an active investor in situations where it can make a clear contribution to the progress and development of the investment, through acquiring meaningful share holdings and being able to effect board changes. The Company will also seek a transaction that may constitute a reverse takeover.

The Company anticipates that through the next phase of market development, that small to medium scale opportunities will become available to the Company during the screening process.

On 21 November 2023, the Company welcomed Steve Xerri to the board of directors with immediate effect as an executive director.

On 29 November 2023, the Company announced that from January 1st, 2024, the salaries paid to all Company directors will be paid in Ordinary Shares of the Company in lieu of cash. Payment in Ordinary Shares will be determined at the prevailing mid-price of the Company's Ordinary Shares, on the close of business prior to the date of the issue of Ordinary Shares and at the point where the Company has made a meaningful transaction or transition and feels that remuneration for the hard work completed is appropriate.

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 publicly quoted incubation and pre-seed investment firm that deploys early-stage capital while usually operating or supporting emerging companies in the UK’s and Europe’s psychedelic science and healthcare industry.

Oscillate made its initial investment in October 2021. In June 2022, the Company invested a further £350,000 in Psych and Psych listed on the Aquis Growth Market Stock Exchange, at a significantly increased value per share to our initial total investment. Subsequent market performance has been challenging – as it has for many small cap companies - resulting in a loss before tax for Psych of £1,891,245 (2022: profit of £572,366). However, we remain supportive of Psych and its prospects.

On 7 November 2023 Psych announced the completion of its acquisition of life science company Shortwave Pharma Inc. ("Shortwave Pharma").

Short Wave Pharma is an Israeli-based biopharmaceutical company developing novel formulations of psilocybin and additional APIs, as well as customised delivery methods, to effect significant therapeutic benefits for patients suffering from mental health disorders, with an initial focus on eating disorders. It is conducting pre-clinical studies related to its anorexia nervosa product comprised of a novel formulation and a buccal film delivery system and plans to be ready for phase I/IIa trials in Q1 2024. Shortwave Pharma's leadership team combines years of experience in drug development and clinical research, accelerated regulatory pathways and pharmaceutical industry expertise. By leveraging advanced technologies and a commitment to scientific excellence, Shortwave Pharma aims to make a lasting impact on global mental healthcare.

The Company believes this could be a transformational acquisition for Psych and is excited to see how it develops.

On 2 February 2024, Psych announced that the phase 1 POC study of psilocybin-assisted therapy for anorexia nervosa patients conducted by the Department of Eating Disorders at the Sheba Medical Center has been awarded an additional grant from the newly founded IPR-TLV, the Institute for Integrative Psychedelic Research at the University of Tel-Aviv. This demonstrates the growing acceptance and integration of research in psychedelic assisted treatment in addressing critically unmet mental health conditions. Shortwave Pharma, recently acquired by Psych, is the exclusive commercial partner to the Sheba Trial.

At year end, the Company held 46,668,622 shares in Psych, making it by some distance our largest investment.

WeCap Plc (formerly IamFire)

WeCap plc is an Investment Issuer listed on the Aquis Growth Market Exchange. The company has an investment strategy focused on the identification of opportunities in Social Commerce, Life Sciences & Natural Resources.

WeCap’s primary investments are a series of Convertible Loan Notes in WeShop Holdings Plc (“WeShop”). WeShop is a social commerce platform which seeks to address the perceived requirement for humans to connect more meaningfully with eCommerce. WeShop is a community owned platform that allows consumers to search for and buy products based on community reviews, and rewards transactions and reviews with shares in WeShop called “WeShares”.

Following the successful launch of the WeShop app considerable progress has been made. As announced on 21 September 2023, user downloads at that date stood at over 290,000, up from 43,000 in November 2022. Total number of purchases through the platform now total over 315,000 with an annualised gross merchandise value (“GMV”) of £72m based on £18m of sales in the 3 months to 31 August 2023.

This represents a 118% increase on the 3 months to 31 May 2023 figure of £33m. As at 31 August 2023, total GMV to date was £38.1m through the platform, an increase of 89% since 31 May 2023 when total GMV was £20.1m.

WeShop conducted a six-figure equity fundraise at a price of £4.76 per share in July 2023, valuing WeShop at c. £130m giving WeCap a see-through holding of £22.5m assuming WeCap’s Convertible Loan Notes convert to equity. WeShop is in discussions with leading investment banks to assist its aspiration to list on a globally focused stock exchange and we are informed that considerable progress is being made in that regard.

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

Evrima plc

Evrima plc (“Evrima”) is an investment issuer focused on opportunities within the commodities, mineral exploration and development sectors. Evrima maintains a diverse portfolio of both listed and private investments across various sectors. These investments align with the Company’s strategic focus on opportunities within the commodities, mineral exploration, and development industries.

Evrima holds 951,615 shares in TSX-V listed Premium Nickel Resources (TSX-V: PNRL), an intermediate global nickel copper-cobalt company with assets in Botswana, Greenland, Canada, and Morocco. PNRL is currently focussing its efforts on advancing its 100% owned flagship project, the Selebi Mine, in Botswana.

Evrima further holds 3,377,888 ordinary shares of Eastport Ventures Inc. representing approximately, 6.85% of Eastport’s current issued share capital. In addition to the Company’s equity interest, Evrima holds a further 1,500,000 warrants with a strike price of $0.30c (CAD) and a life to expiry of 5-years from grant (17 June 2027). Should Evrima elect to exercise its warrants, the Company would have an interest of approximately 10% of Eastport.

Kalahari Key Minerals Exploration Pty Limited is a private mineral exploration company registered in Botswana, engaged in the development of its Nickel-Copper-Platinum Group Metals (Ni-Cu-PGM) project called the Molopo Farms Complex (“MFC”). The company is currently interested in 3,802 shares Kalahari Key. In September 2020, the company already a minority shareholder of Kalahari Key (2.4% investment interest) engaged in commercial discussions with two of the four founders of Kalahari Key. The result of the discussions led to the company entering an option agreement with two of the four founders. In November 2020, the company formally exercised their option to acquire a further 17.2% of Kalahari Key at a cost of £138,000 with the consideration satisfied through the issue of 2,300,000 new ordinary shares allotted at the price of £0.06 (six pence) per share (“Consideration Shares”). In May 2022, Power Metal Resources Plc acquired an additional 58.7% interest in the share capital of Kalahari Key and became the operator of the project. the company retained its holding in KKME.

The Company holds 500,000 shares in Evrima.

Igraine plc

On 14 July 2023, the Company disposed of its entire holding of 21,312,460 ordinary shares in Igraine Plc for gross cash consideration of £66,068.

Marula Mining plc

On 7 August 2023, the Company disposed of its entire holding of 222,607 ordinary shares in Marula Mining plc for gross cash consideration of £22,483.31.

LaunchMyCareer Holdings plc (formerly Dev Clever / Veative)

In the previous year, the Company acquired 2,500,000 warrants in LaunchMyCareer for £250,000, exercisable into LaunchMyCareer shares at a price of 1 penny per share. On 15 August 2023, we announced LaunchMyCareer had informed shareholders of its decision to present a winding-up petition to the court.  Furthermore, LaunchMyCareer’s wholly owned subsidiary, LaunchMyCareeer Limited ("LMC") had also commenced a voluntary winding-up process.

Outlook

The Company sits in a strong financial position, with some minor investments which can be liquidated. We also have a very significant position in Psych Capital Plc, which we expect will develop operationally in 2024.

21 November 2023, Ms. Fungai Ndoro stepped down from the board of directors. The board would like to reiterate its thanks to Ms. Ndoro for her considerable efforts in administrating the Company during her tenure.

The Board would also like to thank the Company’s shareholders, advisers and stakeholders for their continued support.

Extracts from the Auditor’s Report

“Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.“

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

Enquiries

Company:
John Treacy
[e-mail]
https://oscillateplc.com

Corporate Adviser:
Peterhouse Capital Limited
Guy Miller & Heena Karani
Telephone: [phone]

Statement of Comprehensive Income

		2023 £	2022 £
Administrative expenses		(224,923)	(380,386)
(Loss) / Gain on investments at fair value through profit and loss		(849,904)	942,463
(Loss) / Profit on sale of investment		(104,456)	8,437
Operating (Loss) / Profit		(1,179,283)	570,514
Interest income		14,204	1,852
(Loss) / Profit before tax		(1,165,079)	572,366
Taxation		212,476	(235,616)
(Loss) / Profit for the financial year		(952,603)	336,750
Other comprehensive income for the year		-	-
Total comprehensive (Loss) / Profit		(952,603)	336,750
(Loss) / Earnings per share (pence) from continuing operations attributable to owners of the Company
Basic		(0.44p)	0.15p
Diluted		(0.44p)	0.15p

Statement of Financial Position

		2023 £	2022 £
Non-current assets
Investments		19,785	264,700
Total non-current assets		19,785	264,700
Current assets
Investments		1,427,134	2,221,952
Trade and other receivables		5,659	9,780
Cash and cash equivalents		1,101,259	1,230,961
Total current assets		2,534,052	3,462,693
Total assets		2,553,837	3,727,393
Current liabilities
Trade and other payables		(23,607)	(32,084)
Total current liabilities		(23,607)	(32,084)
Total liabilities		(23,607)	(32,084)
Deferred tax liability		(23,140)	(235,616)
Net assets		2,507,090	3,459,693
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		(3,456,022)	(2,503,419)
Total equity		2,507,090	3,459,693

The financial statements were approved by the Board of Directors on 21 March 2024 and signed on its behalf by:

Steven Xerri

Director

Statement of Changes in Equity

	Share capital	Share premium	Other reserves	Retained earnings	Total
	£	£	£	£	£
As at 1 December 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
(Loss) for the year	-	-	-	(952,603)	(952,603)
Other comprehensive income for the year	-	-	-	-	-
Total Comprehensive Income	-	-	-	(952,603)	(952,603)
As at 30 November 2023	1,228,309	4,705,050	29,753	(3,456,022)	2,507,090

Statement of Cash Flows

		2023	2022
		£	£
Cash from operating activities
(Loss) / Profit after taxation for the financial year		(952,603)	336,750
Adjustments for:
Tax on profit		(212,476)	235,616
Interest earned		(14,204)	(1,852)
Loss/ (Profit) on sale of investments		104,456	(8,438)
Non-cash items – impairment loss		-	160,637
Loss / (Gain) on investments at fair value		849,904	(942,463)
		(224,923)	(219,750)
Decrease in trade and other receivables		4,121	79,028
Decrease in trade and other payables		(8,477)	(101,413)
Net cash used in operating activities		(229,279)	(22,385)
Cash flow from investing activities
Purchase of investments		(19,109)	(600,038)
Proceeds on disposal of investments		104,482	8,438
Interest income		14,204	1,852
Net cash used in investing activities		99,577	(589,748)
Net cash flow for the year		(129,702)	(831,883)
Cash and cash equivalents at beginning of year		1,230,961	2,062,844
Cash and cash equivalents at end of year		1,101,259	1,230,961

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