Oscillate Plc - Proposed Conditional Disposal of Hydrogen Assets

PR Newswire

LONDON, United Kingdom, September 02

Oscillate PLC

("Oscillate" or the "Company")

2 September 2025

Proposed Conditional Disposal of Hydrogen Assets

Oscillate PLC, a company advancing global exploration and development-stage strategic metals opportunities focussed on Copper, is pleased to announce a term sheet for the sale of Quantum Hydrogen Inc. ("Quantum"), the Company's wholly owned subsidiary, that holds  its hydrogen assets to Pulsar Helium Inc. ("Pulsar"), for a consideration of up to US$800,000 in Pulsar common shares.

The Company is focussed on creating a global portfolio of exceptional base metals exploration and development projects with particular emphasis on copper and key metals for the energy transition sector, in order to build significant shareholder value.

As a result the Company has deemed its historical hydrogen assets as non-core and made them available for disposal.

Robin Birchall, CEO of Oscillate, commented:

"We are pleased to have found a suitable acquirer in Pulsar for our hydrogen assets in Minnesota as we pursue our strategy to create a leading mid-cap copper and base metals producer by acquiring a global portfolio of high-quality assets.

This relatively straightforward transaction allows Pulsar to acquire an initial 80% stake in these assets, with the option to take up the final 20% at a later date. For Oscillate, it provides an exit from these non-core assets and provides shares in a liquid, listed entity, which will no doubt pursue further growth from these deposits."

Overview of key proposed terms:

The total initial consideration of up to US$400,000 for 80% of Quantum is payable as follows:

• Pursuant to this transaction, Pulsar shall acquire 80% of the issued Quantum ordinary shares in exchange for common shares in the authorised share structure of Pulsar (the "Pulsar Common Shares"). Oscillate will receive an aggregate of US$ 400,000 worth of Pulsar Common Shares (the "Quantum Consideration").
• The applicable Quantum Consideration shall be satisfied by the issue and allotment of such number of Pulsar Common Shares in the capital of Pulsar in accordance with the following terms and conditions:
  • One fifth (1/5) of the Quantum Consideration shall be satisfied on the date the Parties enter and execute a definitive agreement, based on the 30-day Volume Weighted Average Price (the "VWAP") of Pulsar's Common Shares immediately preceding the date of execution of a definitive agreement, subject to the minimum TSXV allowable price.
  • The remainder of the applicable Quantum Consideration shall be satisfied in four (4) equal instalments of US$ 80,000 each (each an "Instalment" and together the "Instalments"). These Instalments shall be made at 30 calendar day intervals following the execution of the definitive agreement, with each Instalment being satisfied at the 30-day VWAP of Pulsar's Common Shares immediately preceding the date of the respective Instalment.

In addition, immediately on signing this term sheet, Pulsar will pay Oscillate a non-refundable Exclusivity Fee of US$5,000.  Oscillate, accordingly will grant to Pulsar a period of exclusivity on and from the date of this term sheet to and including 120 days ("Exclusivity Period") for Pulsar to conduct the due diligence and to decide whether or not to proceed with the proposed transaction.

Pulsar shall also be entitled but not obliged to acquire the balance of the 20% Ordinary Shares of Quantum from Oscillate in exchange for Pulsar Common Shares, resulting in a full acquisition by Pulsar of Quantum (the "Full Acquisition").

It is intended that Oscillate will receive a further a US$ 400,000 worth of Pulsar Common Shares for the Full Acquisition (the "Full Acquisition Quantum Consideration"). Provided that the right appertaining to Pulsar in order to undertake the Full Acquisition, will subsist for a period of 18 months, commencing from the date a definitive agreement is entered into by the parties to this Term Sheet.

• Should the Full Acquisition materialise the applicable Full Acquisition Quantum Consideration shall be satisfied by the issue and allotment of such number of the "Pulsar Common Shares in the capital of Pulsar in accordance with the following terms and conditions:
• One fifth (1/5) of the Full Acquisition Quantum Consideration shall be satisfied on the date that Pulsar provides notice to Oscillate and Quantum in order to exercise its rights to the Full Acquisition (the "Exercise Date") based on the 30-day Volume Weighted Average Price (the "VWAP") of Pulsar's common shares immediately preceding the Exercise Date, subject to the minimum TSXV allowable price.
• The remainder of the applicable Full Acquisition Quantum Consideration shall be satisfied in four (4) equal instalments of US$ 80,000 each (each an "Instalment" and together the "Instalments"). These Instalments shall be made at 30 calendar day intervals following the Exercise Date, with each Instalment being satisfied at the 30-day VWAP of Pulsar's common shares immediately preceding the date of the respective Instalment.

Related Party Transaction

Neil Herbert and Frontier Resources International, Inc., owne 56,428,460 (13.3%) and 36,251,944 (8.5%) Ordinary Shares of Oscillate respectively. Neil Herbert and Frontier Resources International, Inc., also own common shares in Pulsar, and Neil Herbert is also a director of Pulsar. Therefore, the proposed sale of Quantum constitutes a related party transaction pursuant to the Aquis Growth Market Access Rulebook. Having considered the terms of the sale, and having exercised reasonable care, skill and diligence, John Treacy, the independent Non-Executive Director for the purpose of the terms of the sale, considers that the sale of Quantum to Pulsar is fair and reasonable insofar as the shareholders of the Company are concerned.

As announced on 20 September 2024, Oscillate acquired Quantum in an all share offer of 140 million new Ordinary Shares at a deemed value of 1 pence per share.

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.