A UK-based mining company, Oscillate PLC operating under Serval Resources, is set to gain access to Namibia’s Kaoko Basin after agreeing to acquire Kalahari Copper Limited in a deal that includes an initial cash payment of £2 million, equivalent to about N$48 million, with additional equity, milestone payments and royalties that could significantly increase the overall transaction value.
Kalahari Copper is a privately held southern African copper exploration company with assets in Namibia and Botswana.
Through its subsidiaries, it holds early-stage copper and silver exploration licences in the Kaoko Basin and the Kalahari Copper Belt, geological provinces interpreted as extensions of the Central African Copper Belt.
The company has completed more than 9,000 metres of drilling across multiple campaigns, intersecting near-surface copper and silver mineralisation that remains open for further delineation.
The proposed acquisition, announced on Monday, is subject to regulatory approvals, licence renewals and the successful completion of Oscillate’s planned admission to the AIM.
If completed, the transaction would establish Oscillate as a significant landholder across two emerging copper provinces in Namibia and Botswana, both of which rank highly on the Fraser Institute Investment Attractiveness Index within Africa.
Under the terms of the agreement, Oscillate will acquire all of the issued shares in Kalahari Copper through a structured consideration combining cash, equity, milestone-based payments and royalties.
The company has agreed to pay £2 million in cash, together with any excess cash held by Kalahari Copper and its subsidiaries above an agreed threshold.
This payment may be deferred, in which case interest will accrue at either 15% per annum or 2% per month, depending on the circumstances.
Where deferred, the seller may convert the outstanding amount into Oscillate ordinary shares at the lower of the 30-day volume-weighted average price or the placing price at AIM admission, subject to a pricing floor set at a 15% discount to the VWAP.
In addition, the seller will receive new ordinary shares representing 30% of Oscillate’s issued share capital on admission to AIM, provided the company raises at least £5 million, or about N$120 million, in gross proceeds from investors not connected to the seller.
These shares will be subject to a 12-month lock-in period in line with AIM rules.
Further consideration is linked to project advancement, with Oscillate agreeing to make up to 6 milestone payments, each valued at £1.5 million (about N$36 million).
These payments, split equally between the Namibian and Botswanan assets, would be triggered upon the delivery of a maiden JORC-compliant mineral resource, the publication of a pre-feasibility study and the taking of a final investment decision.
In aggregate, milestone payments could reach up to £9 million, equivalent to about N$216 million.
The agreement also grants the seller a 1.9% net smelter royalty on copper produced from any of the Namibian or Botswanan licences, alongside two equity options, each representing 3% of Oscillate’s share capital at admission. One option will be exercisable at par value for three years from completion, while the second will have a five-year term and may only be exercised following the publication of a maiden JORC report of measured and indicated resources on any of the Namibian licences.
Governance and shareholder protections form part of the transaction structure.
Oscillate has agreed to grant the seller the right to nominate up to 2 board members, depending on its shareholding.
In line with this provision, the seller has indicated its intention to nominate Andrew Benitz as a non-executive director upon completion.
The company has also appointed Richard James as chief financial officer, effective immediately.
Completion of the acquisition is conditional on several steps, including the reorganisation of Kalahari Copper’s corporate structure, the receipt of legal opinions required under AIM rules, local regulatory consents, shareholder approvals, a waiver from the Takeover Panel under Rule 9 of the Takeover Code, the successful completion of the associated fundraising and Oscillate’s admission to AIM.
If completed, the acquisition would give Oscillate 100% ownership of four copper and silver exploration licences in Namibia’s Kaoko Basin, subject to licence renewals, covering a combined area of about 789 square kilometres.
The basin is interpreted as an extension of the Central African Copper Belt, the world’s largest sediment-hosted copper-cobalt province, and the existing drill data provide immediate targets for follow-up exploration and potential maiden resource definition.
