Oscillate Plc - Acquisition of Quantum Hydrogen

Source: www.gulfoilandgas.com 9/20/2024, Location: Europe

Oscillate plc is pleased to announce that, further to the announcements of 12 July and 04 September 2024, the Company has now signed a conditional, binding Acquisition Agreement to acquire the entire issued share capital of Quantum Hydrogen Inc. (“Quantum Hydrogen”). The Company has also received conditional approval for the Waiver Resolution from the Takeover Panel.

Highlights:

Acquisition of Quantum Hydrogen provides prospective hydrogen gas acreage
£500,000 Placing by Peterhouse Capital Limited (“Peterhouse”) of 50 million new Ordinary Shares at £0.01 per share (the “Placing Price”), with an additional Broker Option to be provided through Peterhouse.
Board and Technical Advisory appointments to shore up Board and management team

Extraordinary General Meeting
The Company is today posting a Circular to Shareholders to, amongst other things, seek approval for the Acquisition and the Rule 9 Waiver. The Circular includes a Notice of Extraordinary General Meeting and a Form of Proxy for the proposed resolutions. These documents will also shortly be available on the Company's website at www.oscillateplc.com.

The Extraordinary General Meeting will be held at 10.00 a.m. on 14 October 2024 at the offices of Peterhouse Capital, 3rd Floor, 80 Cheapside, London, EC2V 6EE.

Quantum Hydrogen
Quantum Hydrogen has exploration rights over approximately 60,000 acres in the State of Minnesota, USA, a region with a rich mining heritage, and well-endowed with infrastructure. The area includes overlying extensive banded iron formations which the Directors believe have the potential to generate hydrogen gases.

The consideration for the Acquisition is £1,400,000 which will be satisfied by the allotment of 140 million new Ordinary Shares at the Placing Price (the “Consideration Shares”). All Consideration Shares will be subject to standard lock-in arrangements.

Placing and Broker Option
Conditional on passing of the Resolutions, Oscillate has raised £500,000 before expenses through the new issue of 50 million new Ordinary Shares at the Placing Price. The proposed use of the Placing proceeds are as described in the Circular. Each Placee will additionally receive one Placing Warrant for each Placing Share, each Placing Warrant being exercisable into one Ordinary Share at a price of £0.02 per share, for a period of 2 years from Admission.

In order to provide qualifying Oscillate shareholders ("Existing Shareholders") and other qualified investors with an opportunity to participate on the same basis as the Placing (with the same Placing Price and identical Warrant entitlement), the Company has granted Peterhouse a Broker Option over additional new Ordinary Shares. The Broker Option Shares will be issued under the Company's proposed share authorities, pursuant to the Extraordinary General Meeting.

Existing Shareholders who hold shares in the Company and are on the register of members as at the close of business on Friday 20 September 2024, will be prioritised for participation in the Broker Option (other than at the discretion of Peterhouse) and all orders from such Existing Shareholders will be accepted and processed by Peterhouse on a strictly "First Come, First Served" basis. The Broker Option has not been underwritten. Peterhouse is entitled to participate in the Broker Option as principal.

The Broker Option may be exercisable by Peterhouse on more than one occasion, at any time from today, 20 September 2024 to 4.00 p.m. UK time on 23 September 2024, at its absolute discretion, following consultation with the Company. There is no obligation on Peterhouse to exercise the Broker Option or to seek to procure subscribers for the Broker Option Shares. Peterhouse may also, subject to prior consent of the Company, allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time.

Peterhouse may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. Peterhouse may also, subject to prior consent of the Company, allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time.

The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. No Prospectus will be issued in connection with the Broker Option.

The Company will announce the results of the Broker Option and the resultant shares in issue following its close.

Board Changes and Technical Advisory Board
Conditional on passing the Resolutions, the three shareholders and principals of Quantum will immediately be employed by Oscillate:

A new Technical Advisory Board will comprise John (“Ian”) Stalker and Neil Herbert.

Additionally, Michael John (“Jack”) Keys, aged 72 will join the main Board of Oscillate as Technical Director.

Mr Keyes has worked in the international oil industry for 30 years, specializing in exploration operations, project management and corporate management. Mr Keyes was formerly with Petty-Ray Geophysical Company working on seismic operations in East and North Africa. He joined Gulf Oil Corporation in 1978 and worked on various exploration projects in Europe, the Middle East, North and West Africa, Southeast Asia and South America. On leaving Gulf, he joined Western Atlas International as project manager within the international exploration group. He founded Frontier Resources International, Inc. in 1988 and was a co-founder and COO of Circle Oil Plc. Mr. Keyes studied Experimental Physics as an undergraduate at the National University of Ireland and completed his formal education at the University of Tulsa, Oklahoma with a Master’s Degree in Exploration Geophysics.

Mr Keyes has held the following directorships (including directorships of companies registered outside England and Wales) within five years prior to the date of this Document:

Proposed Director Current Directorships Previous Directorships
Michael John (“Jack”) Keyes Frontier Resources International Inc. Invenir Limited
Gondwana Petroleum Pty. Ltd
Mesabi Hydrogen Inc
Navarino Gas Plc
Mr Keyes does not hold any Ordinary Shares in the Company as at the date of this Document.

There is no further information regarding Mr Keyes to be disclosed pursuant to Rule 4.9 of the Aquis Rules.

Stephen Winfield will resign as a Director upon passing of the Resolutions.

Steve Xerri Executive director commented: “On behalf of myself and John Treacy I would like to thank Stephen Winfield for his input, professionalism and dedication in getting Oscillate to this critical mass phase of its journey, without Stephen's input we wouldn't have been as best placed in the execution of this transaction and his dedication during his time as a Director of Oscillate PLC has been unwavering. I shall continue to discharge my duties in line with the spirit that we have embedded into this company and I wish Stephen well in his ongoing journey.”

A copy of one of the Non-Executive Director’s letter and Notice of Extraordinary General Meeting contained in the Circular are set out in full below of this announcement without material amendment or adjustment.

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


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