Oscillate Plc - Heads of Terms signed with Kalahari Copper Limited

Oscillate PLC

("Oscillate" or the "Company")

9 July 2025

Heads of Terms signed with Kalahari Copper Limited

Oscillate PLC, a company advancing global exploration and development-stage strategic metals opportunities focussed on Copper, is pleased to announce that it has entered into a non-binding Heads of Terms ("HoTs") with Kalahari Copper Limited ("Kalahari Copper") to acquire, a BVI company which holds via its wholly owned Botswanan subsidiary, prospecting licences over Dalsu Prospects in Botswana. The Dalsu licences incorporates 17, 100% owned, highly prospective licences (which have been granted or which have been applied to be transferred to Kalahari Copper) in the Kalahari Copper Belt ("KCB") and the Bushman Lineament, (together the "Dalsu Prospects") (the "KCB Licences"), to be acquired through a share purchase agreement ("SPA").

The KCB Licences of the Dalsu Prospects give Oscillate a pathway to 100%-ownership of highly prospective copper and silver exploration tenements and one of the largest tenement packages in the KCB, assuming that all applications are transferred.  The KCB Licences consist of three highly strategic project areas along strike, and adjacent to, producing mining operations, MMG's high-grade Zeta Zone Cu-Ag deposit1 and Sandfire's T3 Motheo Cu-Ag Production Hub2. With the KCB Licences, the Company will target unexplored basin margins and strike extension of known deposits with ideal geological position for sedimentary copper.  The licence in the Bushman Lineament PL85 is adjacent to the Kopane mine currently operating in this region.

Terms

Having completed the first phase of due diligence, the Company has made a non-refundable payment of GBP500,000 to Kalahari Copper.  In agreement with Kalahari Copper some of these funds may be used for the 2025 work programme required on certain of the Dalsu Prospects.  Oscillate has been offered an exclusivity period which expires on 30 September 2025, to complete due diligence on the Dalsu Prospects and enter into final binding documentation ("Exclusivity Period"). Subject to the due diligence and restructuring, the consideration payable by Oscillate, upon finalising of the SPA, will be such number of Ordinary Shares in Oscillate which will equate to 30% of Oscillate's issued and outstanding Ordinary Shares. The consideration will also include the right to acquire additional Ordinary Shares for nil consideration, to maintain a 30% holding up to the point of Oscillate listing on a more senior stock exchange (subject to a minimum fundraise and calculated before the issue of Ordinary Shares for such fundraise).  In addition, and subject to sufficient capital being raised upon moving to a more senior exchange, the terms include a payment of GBP1.5m in cash to Kalahari Copper within 10 business days of relisting. Furtehr, there are a series of further milestone payments of £1.5m each due upon an initial Maiden JORC Resource, publication of a Pre-Feasibility Study and upon Final Investment Decision. Oscillate has also granted Kalahari an Anti-Embarrassment Fee, in the event that the licences are on sold within 3 years and a net smelter royalty of 1.9% of copper sold which was produced from any of the KCB Licences, along with 80% of a contingent USD$2.5m fee that may become payable in the future by Sandfire. 

The Dalsu Project:

The Dalsu Prospects targets strata bound sediment-hosted copper-silver deposits in the KCB, while one license targets structurally controlled and shear hosted mineralization associated with the Bushman Lineament in Eastern Botswana. Initial soil sampling and geophysical exploration programs have been carried out across some of the licences, in addition to a drill programme comprising 2,084m of Reverse Circulation and Diamond Drilling on the PL 232 cluster of licences. Drilling intersected >1% copper in two of these holes.

PL232 and PL2474 prospects represent the highest priority KCB licences for Oscillate with their location along strike from MMG's operating mines and interpreted to be on strike with the known mineralized horizon of the D`kar and Ngwako Pan contact. This is interpreted from the regional airborne geophysics and with the drill bit for both licences. These will represent the highest priority for Oscillate in the immediate future.

The PL082 and PL061 represent highly interesting licences being, in the case of PL082 within very close proximity of Cobre's Ngami prospect. These licences will need additional work to determine the presence and thickness of Karoo cover as well as the prospectivity of the portions of the licences that are outside of Karoo cover sequences.

PL231 licences are targeting the underexplored margins of the Botswana component of the KCB but are in close proximity to highly prospective licences held by explorers across the nearby border with Namibia.

In the Bushman Lineament, the PL085 prospect will need additional geophysics and geochemistry to determine if the graphite horizon found both on the licence and in the nearby Kopano mine acts as the indicator for structurally controlled copper accumulations.

.

Figure 1: Location of the Dalsu prospects in red. Located along strike and among exploration and mining licenses of MMG and Sandfire Resources and Cobre (BHP JV).

Figure 2: Location map of PL085. Exploration target for PL085 is a structurally controlled, shear hosted Cu mineralization, associated with the Bushmen Lineament.

About the KCB

The KCB, approximately 1,000 km long by up to 250 km wide, is a NE-trending Meso- to Neo-proterozoic belt that occurs discontinuously from Namibia and stretches into northern Botswana along the northwestern edge of the Paleoproterozoic Kalahari Craton. The belt contains copper-silver mineralisation, which is generally strata bound and hosted in metasedimentary rocks that have been folded, faulted and metamorphosed to greenschist facies.

The KCB has been investigated in detail by a number of companies over the last few decades, which has resulted in the stratigraphic placement of these copper-silver prospects.

In 2023, the KCB became a copper producing district through Khoemacau Copper Mine and exploration assets sold for 1.9 B$ to MMG. Sandfire's Motheo Production hub started production in record time.

The KCB remains underexplored and is regarded as one of the world's most prospective areas for yet-to-be-discovered sediment-hosted copper deposits by the US Geological Survey. Botswana ranks in the top 10 countries globally for mining investment attractiveness by Fraser Institute 2023. The region has excellent infrastructure, well-developed road networks and ongoing multi-million-dollar projects, including the North-west Transmission Grid Connection (NWTGC) aimed at providing power supply to new KCB mines.

Oscillate CEO, Robin Birchall, commented:

"We are extremely excited to be in a period of exclusivity to document acquiring the Dalsu licences in Botswana, which from the recent exploration programmes carried out by Kalahari Copper, we believe to be highly prospective. The data indicate elevated copper and silver mineralisation. The licences have been shown to be along strike from some globally significant producing copper mines in a first rate mining jurisdiction. This is a very important opportunity for Oscillate as we continue to advance our copper and base metals strategy.

I look forward to keeping our shareholders and the market appraised of our progress as we capitalise on these exciting opportunities."

Oscillate Strategy:

With the support of the board and key shareholders in the Company, Oscillate continues to advance the next phase of its development. We are focussed on creating a portfolio of exceptional base metals exploration and development projects with particular emphasis on copper and key metals for the energy transition, in order to build significant shareholder value. In addition to this, it is the Company's intention to use these assets to graduate to a more senior Stock Exchange to allow the Company better access to capital going forward and to give shareholders access to better liquidity.

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

Enquiries:

Company

Oscillate PLC

John Treacy

https://oscillateplc.com

Robin Birchall, CEO

robinbirchall@oscillateplc.com

Telephone: + 44 (0) 7711 313 019

Corporate Adviser

Peterhouse Capital Limited

Telephone: 020 7220 9795

OSCILLATE PLC is an investment issuer listed on the Aquis Growth Market Stock Exchange with the ticker AQSE: MUSH. Oscillate is focussed on advancing exploration and development-stage strategic metals opportunities focussed on Copper to deliver compelling and long-term value for shareholders.

The Company has commenced a strategic process of reviewing acquisition opportunities. As part of this strategy, the Company has entered a Joint Venture Partnership with La Miniere de L'Elephant SARL to advance exploration at the Duékoué Project; Duékoué is a copper- molybdenum ("Cu--Mo") prospect located in the District des Montagnes in western Côte d'Ivoire.