ONE Oneiro Energy Plc

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

30 September 2024

Oneiro Energy plc

("Oneiro" or the "Company")

Interim Results & Corporate Update

Oneiro Energy plc (LSE:ONE), the LSE-quoted company focussed on energy transition, is pleased to announce its unaudited interim results for the six months to 31 July 2024 and to update shareholders on its proposed acquisition of Switch Metals Côte d'Ivoire Sarl ("Switch Metals").

Interim Results

The net loss after finance costs and tax of £175,877 (31 July 2023: net loss of £265,777; year to 31 January 2024: net loss of £276,484), represents a loss of 0.49 pence per share (31 July 2023: 0.96p pence per share; year to 31 January 2024: 0.76p).

Available cash as at 31 July 2024 was £636,083 (31 July 2023: £969,924; 31 January 2024: £781,872). The Company has no debt.

Strategy

The Company was formed to undertake an acquisition of a controlling interest in a company or business which has the potential to lead to less carbon-intensive and more sustainable energy systems. We have previously looked at acquiring interests within the hydrocarbon sector (primarily natural gas), alongside the wider upstream green energy sectors such as renewables, battery minerals and technology metals.

Proposed Acquisition

On 21 June 2024, we announced that the Company had agreed in principle to acquire the exploration activities of Switch Metals and certain other assets, all of which are located in Côte d'Ivoire (the "Acquisition").

Switch Metals has assembled a diverse portfolio of battery minerals and technology metal assets covering multiple historic occurrences of lithium, tantalum, niobium, nickel, cobalt, copper, and manganese. It holds several exploration licences and licence applications, as well as binding options to acquire further licences. The portfolio - spread over some 3,704km sq. km - is made up of 6 licences (3 of which are subject to an option agreement) and 7 applications, each offering district scale discovery potential.

Loan Facility

Under the Heads of Terms for the Acquisition, Oneiro agreed to provide Switch Metals with a working capital facility of up to US$500,000 (€464,843) to enable it to progress its development activities ahead of completion of the Acquisition. On 19 August 2024, the Company announced that the working capital loan facility (the "Facility") had been signed.

The Facility has been designed to allow Switch Metals to progress exploration activities during the remainder of 2024 under a workplan agreed between the Company and Switch Metals. If the transaction completes, the loan is expected to convert into an intra-group loan if not, there is provision for a bullet repayment on maturity. To date, around half of the Facility has been drawn down.

The following provides a summary of the work undertaken by Switch Metals utilising the funds provided through the Facility.

Field Work

This initial part of the exploration programme has a focus on the Issia and Tiassalé lithium and tantalum projects.

ISSIA

At Issia, the objective is twofold: (1) to firm up and rank potential Lithium-Cesium-Tantalum (LCT) pegmatite targets for a drilling campaign after re-admission; and (2) delineate target zones that could host free digging placer resources of tantalum (coltan) and support an early production strategy.

(1) LCT pegmatite drill targeting

-     Soil sampling on 200 m x 200 m grid analysed for Lithium (using portable LIBS analyser), Tantalum and other trace metals (using portable XRF analyser);

-     Trenching, channel sampling and laboratory assaying;

-     Ground magnetic survey on all pegmatites exposed in the trenches;

-     Up to 3,500 m of auger drilling to refine and extend the mapping of identified pegmatites.

(2) Tantalum placer deposit targeting

-     Over 300 pits within geochemically anomalous soil contours, including 200 systematic pits on a 200 m x 200 m grid;

-     Systematic panning and weighing of heavy mineral concentrates (including tantalum) from each pit, to estimate average volumetric grades and delineate high grade zones of interests to prioritise for further resource definition work.

Tiassalé

At Tiassalé, previous work includes stream sediment sampling focused on LCT pegmatites alongside community relations and field reconnaissance.

Since August activity has continued with mapping, rock chip and soil sampling. Two soil sampling campaigns have already been completed on a 400 m x 400 m grid followed with a reduced 200 m x 200 m grid seeking lithium anomalies using a portable LIBS analyser.

The objective is to delineate soil targets for auger drilling following the Company's re-admission.

Switch Metals has the option to acquire 100% of any licences constituting the Tiassalé asset.

Other Assets

Ongoing work streams on other projects have been concluded including rock chip sampling at the Bouaké pegmatite project, and finalisation of metallurgical testwork by Tetra Tech and Mintek on the Sakassou battery-grade manganese joint venture.

CPR

Results and interpretations from the ongoing field programme will be integrated in the Competent Person's Report ("CPR") supporting the Acquisition, the associated Reverse Takeover and concurrent fund raising in due course.

Andy Yeo, Non-Executive Chairman commented:

"Since signing the Heads of Terms and Loan Facility we have been moving steadily ahead on the work programme and corporately with all advisors now in place and documentation underway. Earlier this month, Oneiro founders Rod Murray and Rob Jones stepped away from the board to focus on their other oil & gas business interests and we are grateful to them for the opportunity to move Onerio forward as a mining company.

"The Company's shares will remain suspended for the time being as we continue to prepare for our proposed re-admission, which we hope to have completed by the end of the calendar year thereby benefiting from the noticeable uptick in interest and activity in the mining sector of late".

Contact details:

Oneiro Energy plc

Andy Yeo, Non-Executive Chairman c/o Allenby Capital

+44 (0) 20 3328 5656

Allenby Capital Limited (Broker & Financial Adviser)

Corporate: Nick Harriss / James Reeve / Liz Kirchner / Lauren Wright

Sales: Kelly Gardiner / Matt Butlin

Contact: +44 (0) 20 3328 5656

Statement of Comprehensive Income

For the half-year ended 31 July 2024

Statement of Financial Position

At 31 July 2024

Statement of Changes in Equity

For the half-year ended 31 July 2024

Statement of Cash Flows

For the half-year ended 31 July 2024

Principal accounting policies for the Financial Statements

For the half-year ended 31 July 2024

Reporting entity

Oneiro Energy plc (the "Company") is a company incorporated and registered in England and Wales, with a company registration number of 13139365. The address of the Company's registered office is Level 1 Devonshire House, One Mayfair Place, London, United Kingdom, W1J 8AJ.

Basis of preparation

The interim financial statements for the half-year ended 31 July 2024 are prepared in accordance with IFRS as adopted by the UK and IAS 34 'Interim Financial Reporting'. The same accounting policies are followed in this set of interim financial statements as compared with the most recent audited annual financial statements for the year ended 31 January 2024.

The financial information relating to the half-year ended 31 July 2024 is unaudited and does not constitute statutory financial statements as defined in section 434 of the Companies Act 2006. The comparative figures for the year ended 31 January 2024 have been extracted from the annual financial statements, of which the auditors gave an unqualified audit opinion. The annual financial statements for the year ended 31 January 2024 has been filed with the Registrar of Companies.

The Company's financial risk management objectives and policies are consistent with those disclosed in the year ended 31 January 2024 annual financial statements.

The half-yearly report was approved by the board of directors on 27 September 2024

Changes in accounting standards, amendments and interpretations

The accounting policies adopted in the preparation of the financial information for the half-year ended 31 July 2024 are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 January 2024. An additional policy for share based payments was adopted in relation to the share warrants that were granted to Directors during the period.

(a) Share-based payments

The company allows for Directors to acquire shares of the company and all options and warrants are equity- settled. The fair value of options granted is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the Directors or employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.

At the date of authorisation of the financial statements, the following amendments to Standards and Interpretations issued by the IASB that are effective for an annual period that begins on or after 1 January 2024. These have not had any material impact on the amounts reported for the current and prior periods.

Basis of preparation

The consolidated interim financial information has been prepared in accordance with IAS 34 'Interim Financial Reporting'.  The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 January 2024, which have been prepared in accordance with IFRS.                                                                                                               

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS as adopted by the UK requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. The resulting accounting estimates may differ from the related actual results.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In the process of applying the Company's accounting policies, the Directors' do not believe that they have had to make any assumptions or judgements that would have a material effect on the amounts recognised in the financial statements.

Notes to the Financial Statements

For the half-year ended 31 July 2024

1.      Operating loss

3.      Earnings per share

The basic and diluted earnings per share figures are set out below: