THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310
21 June
2024
Oneiro
Energy plc
("Oneiro" or the
"Company")
Proposed
Acquisition
Suspension of Share Listing
Oneiro Energy plc
(LSE:ONE), the LSE-quoted Company focussed
on energy transition, is pleased to announce that the Company has
agreed in principle to acquire the exploration activities of Switch
Metals, a Mauritian private investment company focused on battery
minerals and technology metals ("Switch"). Oneiro and Switch have
agreed heads of terms (the "HoT") for Oneiro to acquire Switch's
wholly owned Côte d'Ivoire subsidiary (the "Exploration Company") which holds
several exploration licences and licence applications, as well as
the transfer of binding options held by Switch to acquire further
licences (the "Assets").
Switch's assets are all located in
Côte d'Ivoire, one of the fastest growing African economies and an
attractive mining jurisdiction. Switch has assembled a diverse
portfolio of assets covering multiple historic occurrences of
lithium, tantalum, niobium, nickel, cobalt, copper, and manganese
identified in Côte d'Ivoire. The Switch portfolio - spread over
some 4,000km sq. km - is made up of 6 licences and 8 adjacent
applications, each offering district scale discovery potential.
Switch either already controls or has the option to control 100% of
all its projects except for its 80% owned manganese joint
venture.
Under the HoT, the Company proposes
to acquire the Assets by way of an issue of new ordinary shares of
0.85 pence each ("Ordinary
Shares") to Switch, including the issue of a number of
Ordinary Shares deferred and dependent on achieving certain
performance targets and warrants to subscribe for Ordinary Shares
(the "Acquisition").
The Acquisition would constitute a reverse takeover under the FCA
Listing Rules. In addition, subject to final terms, Oneiro
has agreed to provide the Exploration Company with a working
capital facility of up to US$500,000 to enable it to progress its
development activities ahead of completion of the Acquisition,
which it is hoped will be achieved during the Company's current
financial year. It is anticipated that the Acquisition would
be accompanied by an issue of new Ordinary Shares to finance the
ongoing activities of the enlarged Company. It is currently
anticipated that shareholdings in the enlarged share capital will
be split approximately equally between the Company's existing
shareholders, the vendors and investors participating in a
fundraising to accompany the Acquisition.
The Company has requested to the FCA
that the listing of its Ordinary Shares on the FCA Official List is
suspended with effect from 0730 today under Rule 5.6 of the FCA
Listing Rules. The Company will provide further information
in due course.
Oneiro Energy plc
Andy Yeo, Non-Executive Chairman c/o
Peterhouse Capital Limited
+44 (0) 20 7469 0930
Allenby Capital Limited
(Financial Adviser)
Nick Harriss / Alex Brearley /
Lauren Wright
+44 (0) 20 3328 5656
Peterhouse Capital
Limited (Broker)
Lucy Williams / Duncan
Vasey
+44 (0) 20 7469 0930
