Oscillate Plc – Conditional Sale and Purchase Agreement to acquire Kalahari Copper Limited Senior Management Appointment

Oscillate PLC

(«Oscillate» or the «Company»)

9 February 2026

Conditional Sale and Purchase Agreement to acquire Kalahari Copper Limited

Senior Management Appointment

Highlights

· Acquisition of Kalahari Copper Limited will establish the Company as a large
landholder in two emerging copper belts, subject to licence renewal: the Kaoko
Basin in Namibia and the Kalahari Copper Belt in Botswana
· Acquisition gives Serval the opportunity to explore extensive areas of
highly prospective terrain in emerging exploration districts, adjacent to
significant recent discoveries, in line with the Company’s ambition to become a
mid-cap copper and future-metals development group
· Namibia and Botswana both rank highly in the Fraser Institute Investment
Attractiveness Index (compared within Africa)
· Completion of the acquisition is expected to occur, subject to all
conditions being met, simultaneously with the Company’s proposed listing on AIM,
subject to regulatory approvals
· Mr Andrew Benitz to join the Board as a Non-Executive Director upon
completion
· Mr Richard James joins the Company with immediate effect as Chief Financial
Officer

Oscillate PLC (AQUIS: SRVL), operating under the brand name Serval Resources, is
pleased to announce that it has entered into a sale and purchase agreement (the
«Acquisition Agreement») with KCL Investments Limited (the «Seller») to acquire,
subject to certain conditions being satisfied, all of the issued shares in
Kalahari Copper Limited («Kalahari Copper») which includes the licences held by
Kalahari Copper’s subsidiaries in Namibia and Botswana.

The Directors consider that completion of the Acquisition Agreement will
establish the Company with a significant exploration position in two emerging
copper belts in Africa, the Kaoko Basin and the Kalahari Copper Belt («KCB»),
that the Directors believe have been underexplored historically in contrast to
their prospectivity.

CEO, Robin Birchall, commented:

«We are delighted to have finalised this agreement to acquire Kalahari Copper as
we see exceptional value in their portfolio of exploration assets in the Kaoko
Belt in Namibia and the Kalahari Copper Belt in Botswana. The licence packages
in each country are of substantial size and both regions host silver as an
important by-product to copper mineralisation. We will soon be setting out our
exploration programmes to systematically evaluate our priority targets following
completion in order to further delineate the identified copper mineralisation,
whilst aiming to maintain an efficient cost base.

Copper already underpins society in a myriad of ways, but it also plays a
fundamental role in the green energy transition, national security and the
rapidly expanding digital economy. Our strategy is to identify significant
deposits of sustainable copper and associated metals, such as silver, that can
address the predicted shortfalls, given the expected upcoming constraints on
global supply. As we prepare for our proposed Admission to the AIM market, our
ambition is to become a pre-eminent investment vehicle for the UK market
offering exposure to copper and associated future metals.

Finally, I am delighted to confirm that Andrew Benitz will be joining the Board
as Kalahari Copper’s nominated Non-Executive Director of the Company once the
acquisition completes. Andrew has significant expertise in leading and growing
ambitious and focused resource businesses and has a wealth of listed company
experience. I am also delighted to welcome Richard James to the senior
management team, with immediate effect, as Chief Financial Officer. Richard has
extensive experience in senior finance roles in the mining industry, including
companies operating in Africa, and he will be a fantastic asset to the Company
as we prepare for the proposed AIM listing and embark upon our plans to grow the
business.»

Strategic Rationale for the Acquisition Agreement

The conditional acquisition of Kalahari Copper will provide the Company with a
substantial landholding across two emerging copper provinces in Namibia and
Botswana. The combination of these projects with the Company’s existing earn-in
and joint venture agreement on the Duékoué molybdenum-copper project in Côte
d’Ivoire, is expected to:

· provide geographic and geological diversification across two high-quality
and stable African jurisdictions with supportive mining policies, as well as the
exploration project in Côte d’Ivoire;
· create a portfolio of early-stage exploration projects;
· establish the foundation for a potential mid-cap copper and future-metals
development group; and
· position the Company to attract a broader investor base.

About the Namibian Copper Project

The conditional Acquisition Agreement will give the Company a 100% ownership of
four prospective copper and silver exploration tenements in a highly prospective
geological terrane, assuming that the applications for three of those licences
are renewed. Completion of the acquisition of the four licences would establish
the Company as a large acreage holder in the Kaoko Basin, with a landholding of
789 km2.

The Kaoko Basin is interpreted as an extension of the major Central African
Copper Belt («CACB»), the greatest sediment-hosted copper-cobalt province in the
world. The Kaoko Basin and the CACB have important geological similarities and
stratigraphic correlations, with both basins expected to host significant
stratabound (sediment-hosted) copper and silver («Ag») deposits.

Kalahari Copper has completed more than 9,000 metres of drilling over a series
of campaigns to date, with multiple intersections demonstrating Cu and Ag
mineralisation on multiple prospects, occurring from surface, providing
immediate targets for further definition, with the potential to delineate a
maiden resource in due course.

Location of Kalahari Copper licences in the Kaoko Basin:

[A map of a desert

AI-generated content may be incorrect.]

Note: Licences EPL-6998, EPL-7081 and EPL-7082 are in the process of being
renewed and are subject to approval.

The table below summarises selected drill intersections from the 2024 and 2025
campaigns.

[image]

About the Botswana Copper Project

Completion of the conditional Acquisition Agreement will give the Company a 100%
ownership of 17 prospective copper and silver exploration tenements, covering an
area of 1,453km2, assuming that all applications are transferred. Completion of
the acquisition would establish the Company as a large acreage holder in the
KCB, which is considered to be one of the world’s most prospective areas for new
sediment-hosted copper discoveries by the US Geological Survey.

The region recently became home to two major copper operations, namely Khoemacau
(bought by MMG Limited for US$1.9 billion in 2024) and Motheo (established by
Sandfire Resources Limited in just seven years, versus the industry average of
over 16 years). Both of these operations exploit stratabound sediment-hosted
copper-silver deposits that share many similarities to those in the world-class
CACB in the Democratic Republic of Congo and Zambia. The Company’s licence areas
are underlain by what the Directors believe are similarly prospective geology,
and some may include geological extensions from the Khoemacau and Motheo mines.

Within the KCB licences, the Company will target unexplored basin margins and
strike extension of known deposits with what the Company believes to be ideal
geological positions for sedimentary copper. The PL85 licence, which is located
in the Bushman Lineament and not shown in the map below, is also adjacent to the
previously producing Kopano copper mine in this region.

Location of Kalahari Copper licences in the KCB:

[A map of a mining area

AI-generated content may be incorrect.]

Summary of the Key Terms of the Acquisition Agreement

The consideration to be paid by the Company for all of the shares in Kalahari
Copper is the aggregate of:

· cash consideration of £2 million and a sum equal to the cash balance of
Kalahari Copper and its subsidiaries in excess of a threshold.  The parties may
agree to defer the £2 million payment whereupon interest at the rate of 15% per
annum or 2% per month will accrue, depending on the reason for the deferral).
Where such payment is deferred, the Seller will have the right to convert these
into Ordinary Shares in the Company at any time using the lower of a 30 trading
day volume-weighted average price («VWAP») and the placing price at the time of
the Company’s admission to AIM, subject to a floor of a 15% discount to the 30
trading day VWAP;

· the issue to the Seller of such number of new Ordinary Shares in the capital
of Oscillate which will constitute 30% of the Company’s issued share capital on
admission to trading on AIM (being the «Consideration Shares») subject to a
minimum raise on Admission to AIM raising gross proceeds (other than from
persons connected to the Seller) of at least £5,000,000 and disregarding shares,
if any, issued to raise proceeds in excess of the minimum fundraise. These
consideration shares will be subject to a lock-in agreement in accordance with
AIM Rule 7 for 12 months from completion of the Acquisition Agreement;

· up to six further milestone payments, three each for both the Botswana and
the Namibian projects, of £1.5 million in cash each, due on a per country basis
upon each of an initial Maiden JORC Report, first publication of a Pre
-Feasibility Study and a first Final Investment Decision (in aggregate a maximum
of up to £9.0 million); and

· the Company has also agreed to grant the Seller a net smelter royalty of
1.9% of copper sold which was produced from any of the Namibian or Botswanan
Licences.

The Company has agreed that it will grant two options to the Seller, each over
3% of the capital of the Company at Admission (assuming the minimum raise and
disregarding shares issued in excess of the minimum raise). The first option for
3% is at par value and has a term of three years from completion of the
Acquisition. The second option is for 3% also at par value and has a term of
five years from completion of the Acquisition and is exercisable only following
the publication of the first Maiden JORC Report of Measured and Indicated
Resources produced on any of the Namibian licences.

In the event the minimum raise is not achieved, or is only achieved with
investment from the Seller, the Seller will also have an anti-dilution option
entitling it to subscribe for shares at par value to maintain its pro rata
holding on Admission until such time as the minimum raise is achieved.

The Company has agreed to grant the Seller the right to participate in future
share issues on the same terms as any investors to maintain its percentage
shareholding in the Company.  In addition, Oscillate has granted the Seller the
right to nominate up to two members of the board of directors of the Company
(«Board»), dependent on the percentage of shares held at that time by the Seller
and its majority shareholders. In accordance with this right, the Seller has
indicated that it intends to nominate Mr Andrew Benitz to join the Board of the
Company as Non-Executive Director with effect from completion – see `Board and
Senior Management Changes’.

The Company has agreed to pay deferred consideration to the Seller in an amount
equal to 10% of the proceeds of any sale in the event that a licence or a
subsidiary of Kalahari Copper is on sold within five years.

The Seller is also entitled to deferred consideration equal to 80% of the net
proceeds of a contingent fee that may become payable to Kalahari Copper in the
future by Sandfire Resources Limited (a company to which Kalahari Copper
previously sold a licence) and 60% of the net proceeds of a sale of EPL 7081 if
it is sold to a party with whom the Seller has been negotiating in the 18 months
after Completion.

Completion of the Acquisition is conditional among others things on:

· the completion of a reorganisation by Kalahari Copper to introduce the
Seller as the holding Company of the group and to transfer non-core
subsidiaries, in each case on terms acceptable to the Company by 6 March 2026 or
such later date as may be agreed;
· the issue of customary legal opinions as required by the AIM Rules in
respect of Kalahari Copper, its subsidiaries and their Licences in a form
satisfactory to the Company;
· delivery of customary documents including a relationship agreement between
the Seller and the Company;
· the Takeover Panel agreeing, subject to the passing of a resolution by
independent shareholders to waive the obligation on the Seller to make a general
offer to shareholders under Rule 9 of the Takeover Code which could otherwise
arise on the issue of shares and subscription for shares pursuant to the
Transaction;
· the receipt of such local consents as required;
· the passing at a general meeting of the Company of the resolutions to
approve any other matters such as the authority to allot the Consideration
Shares;
· the fundraising associated with Admission (the «Fundraising») raising cash,
in aggregate, of not less than £5,000,000  with the Fundraising or such lower
amount as agreed between the Seller and the Company; and
· Admission to AIM becoming effective,

subject to the waiver of such condition by the relevant party, where applicable.

Both the Seller and Oscillate have given the other certain warranties and
certain indemnities, subject to certain limitations in the case of the Seller.
Both parties have also given certain undertakings as to the conduct of their
respective businesses pending completion.

Board and Senior Management Changes

In accordance with their right to appoint up to two directors to the Board of
the Company, the Seller will nominate Andrew Benitz to be a Non-Executive
Director upon completion of the Acquisition Agreement. With over 20 years’
involvement in financial markets and company management, Mr. Benitz has
significant expertise in leading and growing ambitious and focused resource
businesses and has a wealth of listed company experience. Mr. Benitz is CEO of
Jersey Oil and Gas plc and was previously CEO of Longreach Oil and Gas Ltd.
Prior to his move into industry, Andrew worked at Deutsche Bank AG as an analyst
within the Oil and Gas Investment Banking Group, as well as within the Equity
Capital Markets team, where he worked on a broad range of oil and gas M&A
transactions, together with equity and equity-related financings.

As part of the corporate development of the Company in advance of its proposed
Admission to the AIM market, Richard James has been appointed as Chief Financial
Officer with immediate effect. Mr. James is a chartered accountant who trained
at Price Waterhouse in Auckland, New Zealand before moving to the UK. He has
spent many years in CFO and other senior finance roles in the junior mining
industry at companies with operations around the world including Africa, Central
Asia and North America. He has managed a wide range of corporate transactions
including IPOs, mergers, acquisitions and multiple fundraisings. Most recently
he was the CFO of VAKT Global Limited, a company providing technology solutions
in the natural resources space.

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:

Oscillate Company Robin + 44 (0) 7711 313 019
Plc/Serval Birchall
Resources [email protected]
IR Cathy +44 (0) 7876 796 629
Malins
[email protected]
Tavistock PR Charles +44 (0) 20 7920 3150
Communications Vivian

Eliza
Logan
AlbR Capital Aquis +44 (0) 20 7469 0930
Limited Corporate
Adviser
SP Angel Broker Richard +44 (0) 20 3470 0470
Morrision

Charlie
Bouverat

Devik
Mehta

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, secureand 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/

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