Oscillate PLC - Issue of Unsecured Bridge Convertible Loan Notes

Oscillate PLC

("Oscillate" or the "Company")

18 December 2025

Issue of Unsecured Bridge Convertible Loan Notes raises US$400,000

Highlights 

·      The issue provides US$400,000 in immediate funding to the Company

·      This funding is an amount equal to the consideration due to the Company pursuant to the sale of 80% of its hydrogen assets to Pulsar Helium Inc. ("Pulsar"), which is due to be settled over a total of five months

·      Proceeds to be used for working capital and general corporate purposes

News Announcement 

The Company is pleased to announce that it has entered into an unsecured bridge convertible loan note instrument ("Loan Note Instrument") with Cambrian Limited, indirectly owned by Neil Herbert, and Charterhouse Trustees Limited, on behalf of The J. Stalker Discretionary Settlement (the "Noteholders"), under the terms of which the Noteholders have agreed to subscribe for, and the Company has agreed to issue, unsecured convertible loan notes of US$1 each with an aggregate principal amount of US$400,000 ("Loan Notes").

The Loan Notes have a coupon of 15% and a term of six months. There is also an option to convert all or part of the outstanding principal and accrued interest into ordinary shares of the Company ("Ordinary Shares") upon the proposed admission of the Company to AIM, as set out below. The Loan Notes will be split 50:50 between Cambrian Limited and Charterhouse Trustees Limited, on behalf of The J. Stalker Discretionary Settlement.

CEO, Robin Birchall, commented: "We are pleased to have concluded this financing agreement, as it provides immediate and significant liquidity in advance of the Company's proposed step up to the AIM market. We look forward to using this capital to continue to deliver on our corporate objectives in the short-term as we prepare for an exciting 2026."  

The purpose of this financing is to provide immediate working capital to the Company of US$400,000, being an amount equal to the consideration due to the Company by Pulsar, pursuant to the sale of 80% of its hydrogen assets to Pulsar, as announced on 4 November 2025. This consideration is due to be satisfied through the issuance of new Pulsar common shares ("Pulsar Shares"), equivalent to US$400,000, issued in five monthly tranches of US$80,000 each over a five-month period.

Accordingly, the Company irrevocably undertakes to apply all net proceeds of any disposal of the Pulsar Shares first to accrued interest and then to principal, until the amount outstanding under the Loan Notes is fully satisfied, unless the Company elects to repay the outstanding principal and interest via other means in accordance with the terms of the Loan Note Instrument.

The Noteholders may elect, by written notice prior to the Repayment Date, to defer repayment of the principal until the expiry of the six‑month term, during which time interest shall continue to accrue.

Conversion option on AIM admission:

The Noteholders may, at their sole discretion or by mutual agreement with the Company, elect to convert all or part of the outstanding principal and accrued interest into Ordinary Shares at the lower of either:

·    85% of the price per Ordinary Share upon admission to AIM; or

·    90% of the volume average weighted price over the 20-day period appertaining to the Ordinary Shares immediately preceding a notice of conversion, if trading on AIM.

Related Party Transaction

Cambrian Limited is indirectly owned and controlled by Neil Herbert. Cambrian Limited owns 56,428,460 (13.3%) of the Company's Ordinary Shares. Charterhouse Trustees Limited acts on behalf of The J. Stalker Discretionary Settlement and owns 56,319,596 (13.2%) of the Company's Ordinary Shares. Ian Stalker is the Settlor of the J. Stalker Discretionary Settlement. Given their holdings in the Company, the entry into the Loan Note Instrument and the issue of the Loan Notes constitutes a related party transaction pursuant to the Aquis Growth Market Access Rulebook. Having considered the terms of the issue, and having exercised reasonable care, skill and diligence, John Treacy, the independent Non-Executive Director for the purpose of the terms of this transaction, considers that the issue of the Loan Notes is fair and reasonable insofar as the shareholders of the Company are concerned.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. 

Enquiries: 

About Serval Resources 

Serval Resources is focused on unlocking value across a high-potential portfolio to become a leading mid-cap copper and future metals explorer and developer.  

By securing exploration and development assets in the upcoming copper belts of Namibia, Botswana and Côte d'Ivoire, the Company will be strategically positioned to capitalise on the rising demand for sustainable copper and associated metals, driven by the global energy transition and the need for responsible, independent supply chains.  

These regions remain relatively under-explored in contrast to their high potential. Serval will look to apply modern and rigorous exploration techniques, as well as the depth of experience of its management team, in order to systematically evaluate, secure  and develop  prospective opportunities to the benefit of all its stakeholders. 

Serval Resources is a brand operated by Oscillate PLC, which is listed on the UK's AQSE Growth Market Exchange under the ticker AQSE: SRVL.  The Company will officially change its name to Serval Resources upon moving up to AIM in 2026.

For further information, visit:

·    https://servalresources.com/  

·    https://x.com/ServalResources

·    https://www.linkedin.com/company/serval-resources/