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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