Mid-cap copper and future metals developer Oscillate has signed updated, nonbinding heads of terms to acquire the full share capital of Kalahari Copper, replacing an earlier agreement announced in July.

The deal, if finalised, would give Oscillate full ownership of Kalahari Copper’s Namibian and Botswanan projects.

In Namibia, this includes four licences in the Kaoko basin, two of which are awaiting renewal. In Botswana, the acquisition covers 17 licences in the Kalahari Copper Belt (KCB) and the Bushman Lineament, subject to transfer approvals.

“The revised terms outline a deal which is a potential game-changer for Oscillate and which would be a major step forward in our strategy of building a leading mid-cap copper and future metals exploration and development company.

“As a result of this acquisition, we will be one of the largest landholders in two exciting areas for sedimentary-hosted copper exploration, being the Kaoko basin in Namibia and the KCB in Botswana,” Oscillate CEO Robin Birchall said on September 25.

He added that discoveries had already been made in both licence areas.

“What makes the Namibian assets especially exciting is that they are significantly further advanced than those in Botswana, with development-grade copper identified across multiple prospects further to the recent drilling programmes in 2024,” he said.

Oscillate plans to move quickly to complete binding agreements, subject to the required conditions.

“As part of this deal, it is also our intention to graduate to the [LSE’s] Aim market to allow the company better access to capital going forward and to give shareholders access to better liquidity,” Birchall said.

If concluded, the Namibian acquisition would secure Oscillate four exploration licences covering 1 106 km² in the Kaoko basin. This copper region is considered a southern extension of the Central African Copper Belt, which stretches through Zambia and the Democratic Republic of Congo and hosts some of the world’s largest and highest-grade copper mines.

Kalahari Copper has drilled more than 8 000 m across its Namibian projects, with multiple intersections showing copper mineralisation at surface.

The proposed Botswana acquisition would add one of the largest exploration packages in the KCB to Oscillate’s portfolio. The US Geological Survey regards the KCB as one of the most promising areas globally for new sediment-hosted copper discoveries.

The region gained prominence in 2023 after MMG acquired the Khoemacau copper mine and surrounding licences for $1.9-billion. Sandfire Resources also began production at its Motheo mine in the same belt.

Oscillate’s licences in Botswana would give the company ground in three key areas near operating and developing mines. The company plans to focus exploration on basin margins and extensions of known deposits, targeting areas it considers favourable for sediment-hosted copper. One licence, PL85, is in the Bushman Lineament near the former Kopano copper mine.

For licence PL232 in the KCB, Oscillate said it would not rely on historical drilling results and would instead conduct new exploration to establish mineralisation. The licence is located close to the producing Khoemacau mine.

Having completed the first phase of due diligence, Oscillate has paid a non-refundable £500 000 to Kalahari Copper. According to the agreement, part of this payment will go toward work programmes and licence renewals for the Namibian and Botswanan copper projects this year.

Kalahari Copper is undergoing a restructuring process. A new company, to be incorporated in the British Virgin Islands, will hold all shares in Kalahari Copper and act as the seller in the deal. Oscillate has been granted an exclusivity period until October 31, with the aim of signing a binding share purchase agreement (SPA) by then.

If the SPA is executed, Oscillate will issue new ordinary shares equal to 30% of its total share capital as consideration for the acquisition. The seller would also retain the right to maintain its 30% holding until Oscillate lists on a more senior stock exchange, as well as board representation: two directors while holding more than 20% of shares, and one director if this falls below 20% but above 10%.

The seller would also have rights to participate in future capital raisings for as long as its shareholding remains above 10%.

On relisting to a senior exchange, Oscillate will pay the seller £2-million in cash, up from £1.5-million previously agreed, reflecting the inclusion of the Namibian licences.

Milestone payments of £1.5-million each will also be made on the completion of a maiden resource estimate, a prefeasibility study being concluded and a final investment decision taken. These payments apply separately to both the Namibian and Botswanan licences.

The agreement also extends the period of the anti-embarrassment fee – payable if the licences are sold on – from three to five years. A 1.9% net smelter royalty will apply to copper produced from either country, with Oscillate able to buy back the royalty after a definitive feasibility study.

Additional terms include a potential payment of 60% of net proceeds if licence 7081, once reissued, is sold to a specified buyer within 18 months of the deal closing. The seller will also receive two options, each covering 3% of Oscillate’s capital post-capital raise. One option is valid for three years and the other for five years, with the latter tied to the publication of Oscillate’s first resource report for the Namibian licences.

Completion of the acquisition remains subject to several conditions. These include the restructuring of Kalahari Copper, final due diligence, execution of binding agreements, receipt of necessary regulatory and tax approvals, shareholder approval for the issue of new shares and confirmation that no material adverse changes have occurred in the company or its licences.