Oneiro Energy PLC (LON:ONE) Proposed Acquisition of Switch Metals

Proposed Acquisition of Switch Metals Cote d’Ivoire Sarl, Fundraising, change of name, Rule 9 Waiver, Admission to AIM, Cancellation from the Main Market and Notice of General Meeting

Oneiro Energy plc (LSE:ONE) is pleased to announce the final terms for the conditional acquisition of Switch Metals Cote d’Ivoire Sarl (“Switch Metals”), a mining exploration company with assets in the Côte d’Ivoire, a Placing and Subscription to raise £2 million (together the “Fundraise”), the proposed cancellation of the Company’s ordinary shares from trading on the Main Market and application for admission of the Company’s issued and to be issued ordinary shares to trading on AIM (the “Proposals”).

Accordingly, the Company has today published an Admission Document setting out further details on the Proposals and which contains a notice convening a general meeting to be held at 80 Cheapside, London EC2V 6EE (the offices of Marriott Harrison LLP) at 10.00 a.m. on 26 March 2025 (the “General Meeting”).

The Admission Document is available to view on the Company’s website at www.oneiro.energy and on the National Storage Mechanism. Forms of Proxy for the General Meeting will be posted to all Shareholders shortly.

Highlights:

·    Acquisition of Switch Metals:

o  The Switch Metals portfolio is comprised of three primary Projects: Issia, Tiassalé and Bouaké, spanning approximately 3,172 km², as well as two non-core additional projects, Touba and Sakassou covering an additional 539 km² that the Enlarged Group may look to develop in the future.

o  The Enlarged Group’s strategy involves developing tantalum production from shallow coltan placer deposits at the Issia Project in order to provide initial cashflow, thereby hedging exploration risk and reducing future fundraising requirements to develop the rest of its large exploration portfolio.

o Côte d’Ivoire is one of the fastest growing African economies and an attractive mining jurisdiction. The Projects cover multiple historic occurrences of lithium, tantalum, niobium, nickel, cobalt, copper and manganese identified in Côte d’Ivoire.

·    The Company has conditionally raised £2 million (before expenses) through a Placing and Subscription at 7.5p per share through the issue of new Ordinary Shares at the Issue Price.

·    The net proceeds of the Fundraise will be used to progress exploration activities at the Issia Project, specifically to define a first coltan resource from shallow placer deposits and delineate drill targets for LCT pegmatites to prove exploration upside, along with general working capital purposes and to cover the costs associated with the Acquisition, Admission and the Fundraise.

·    Application for admission to AIM of the Enlarged Share Capital and concurrent cancellation of the Existing Ordinary Shares from the standard segment of the Official List and trading on the Main Market, to become effective on or around 3 April 2025.

·    Conditional on Admission, Didier Murcia, Karl Akueson and Mamadou Doumbia will be appointed as Chairman, CEO and Non-Executive Director of the Company respectively. Andy Yeo will become CFO and John Treacy will remain as independent Non-Executive Director.

·    Based on the Issue Price, the market capitalisation of the Enlarged Group will be approximately £8.8 million on Admission.

·    Upon completion, the Company will trade under the new name of “Switch Metals Plc” and its new ticker symbol will be “SWT”.

·    General Meeting to be held on 26 March 2025 to approve the Resolutions in relation to, inter alia, the Acquisition, waiver of obligations of the Concert Party to make a mandatory offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers and the Fundraise.

·    The Ordinary Shares will continue to trade under the ticker SWT from Admission and will retain the ISIN of GB00BNRR5980 and SEDOL of BNRR598.

·    Allenby Capital Limited (“Allenby Capital”) is acting as Nominated Adviser, Financial Adviser and Joint Broker to the Company alongside Oak Securities (a trading name of Merlin Partners LLP) who are acting as Joint Broker to the Company.

Andy Yeo, Non-Executive Chairman of Onerio, commented:

“We are delighted to have conditionally raised £2.0m. We now look forward to moving towards completing the acquisition of Switch Metals and admission to trading on AIM subject to receiving approval by the Company’s shareholders at the General Meeting. I would like to thank both new and existing investors who have shown their support during the fundraising process.”

Cancellation of admission to the Official List and to trading on the Main Market

Concurrent with the Acquisition and Fundraise, the Company is proposing to cancel admission of the Existing Ordinary Shares from the equity shares (shell companies) category of the Official List and to trading on the Main Market, and to seek admission of the Enlarged Share Capital to trading on AIM.  Subject to the passing of the Resolutions at the General Meeting, Cancellation will take effect at 07.30 a.m. on 3 April 2025, in conjunction with Admission that day, and accordingly, the last day of admission of the Existing Ordinary Shares on the Main Market will be 2 April 2025.  Trading in the Existing Ordinary Shares is currently suspended and are expected to remain suspended until cancellation of trading on the Main Market.  This announcement constitutes a notification of cancellation under Rule 21.2.17 of the FCA’s UK Listing Rules.

Expected Timetable of Principal Events

The terms and definitions used in this announcement have the same meaning as ascribed to them in Appendix 2 of this announcement unless otherwise stated.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them is set out in Appendix 4 of this announcement.

Important notices are set out at the end of this announcement.