TIDMMUSH 
 
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:  +44 (0) 20 3745 0281 
 
https://oscillateplc.com 
 
Corporate Adviser: 
 
Peterhouse Capital Limited 
 
Guy Miller & Heena Karani 
 
Telephone: +44 (0) 20 7220 9796 
 
Statement of Comprehensive Income 
 
                                                                   2022            2021 
                                                                      £               £ 
 
Administrative expenses                                       (380,386)       (227,417) 
 
Gains / (Losses) on investments at fair value                   942,463       (163,986) 
through profit and loss 
 
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        Share        Other    Retained      Total 
                               capital      premium     reserves    earnings 
 
                                     £            £            £           £          £ 
 
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         17,499    3,252,501            -           -  3,270,000 
Owners 
 
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                      336,750  (386,318) 
financial year 
 
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                     79,028   (95,688) 
receivables 
 
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 
 
 
 
END 
 
 

(END) Dow Jones Newswires

May 31, 2023 12:25 ET (16:25 GMT)

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