DiscovOre Plc - GM to Approve Psychedelics Strategy and Name Change

In light of the recent Government guidance regarding the outbreak of Covid-19 (Coronavirus), all Shareholders are encouraged not to attend the meeting in person. The Board encourages all Shareholders to vote on the resolutions to be proposed at the General Meeting by proxy before the deadline of 10:30 a.m. on 9 July 2021, as the Company is not able to predict at the current time what, if any, restrictions will remain in place on indoor gatherings at the date of the meeting as a result of the COVID-19 pandemic. Instructions for voting by proxy are set out in the notes at the end of this Notice and on the proxy card sent to shareholders. As there may be restrictions in place, shareholders are encouraged to appoint the Chair of the Meeting as their proxy.

A copy of the Circular and Notice of General Meeting can be found at the Company’s website:

https://discovoreplc.com/rule-71/

Director Statement, Burns Singh Tennent-Bhohi:

“The Company appreciates the patience and extends our thanks to the shareholders of DiscovOre plc as we have worked to finalise the legal opinion, ensuring that any investment in medical psychedelics is consistent with U.K. Law and regulation.

Contemporaneous to this process, the Company has been focused on developing our internal corporate strategy to ensure that we progress with purpose and establish DiscovOre plc as a unique investment issuer in the U.K. offering exposure to breakthrough medical opportunities and ventures that the Company believes can create value through our special situations investment arm.

This period has also allowed us to review select opportunities in the medical psychedelics industry with our evaluation now being at an advanced stage and focused on:

• Investment Partnerships & Agreements: Pre-Clinical & Clinical Trials
• Pre-IPO Opportunities
• Seed Capital (Private Company Opportunities)

In addition to investment opportunities, the Company continues to conduct discussions with members of the medical, scientific and pharmaceutical industry to complement and enhance the Company’s evaluation of investment opportunities.”

A copy of the Non-Executive Chairman’s letter and Notice of General Meeting contained in the Circular are set out in full below of this announcement without material amendment or adjustment.

The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.

Enquiries

Company:

Burns Singh Tennent-Bhohi (Director)
Conrad Windham (Director)
info@discovoreplc.com
Direct Office Line: +44 (0) 20 3778 0755

Corporate Adviser:

Peterhouse Capital Limited
Guy Miller & Mark Anwyl
Telephone: +44 (0) 20 7220 9796

To Shareholders

24 June 2021

Notice of General Meeting

AND    

Adoption of new Investing Strategy

Change of name to Oscillate plc

1. Introduction and Background to the Proposals

This Circular sets out the reasons for the adoption of an Investment Strategy and other matters to be proposed at the General Meeting, together with the general meeting resolutions. It also explains why the Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting.

On 28 April 2021, the Board of the Company announced, inter alia, a £3,500,000 fundraise, board changes and the intention to call a general meeting to approve a new strategy in the medical psychedelic industry. Further information is available in paragraph 4 “Investment Strategy”.

The Company announced that it had raised £3,500,000 at 2p per share through the issue of 175,000,000 Ordinary Shares and outlined its intention to adopt an Investment Strategy that enables the Company to lawfully invest in opportunities in the medical psychedelic industry.

To better reflect the transition towards the psychedelic industry and the more generalist investment approach to the investment strategy, the Company is proposing to change its name to Oscillate plc.

A notice convening the General Meeting at 10:30 a.m. on 13 July 2021, at Langton House, 81 High Street, Battle, East Sussex, TN33 0AQ, to consider the Resolutions, is set out at the end of this Circular.

2. Dis-application of pre-emption rights and authority to allot shares

In order to facilitate investments in the ordinary course of implementing the Company’s proposed Investment Strategy, it is necessary for the Directors to seek authority from Shareholders at the General Meeting pursuant to the Companies Act 2006 to, inter alia, issue Ordinary Shares for cash. The Directors may look to raise additional funds for the Company following the General Meeting, subject to any necessary resolutions being approved by Shareholders.

Full details of the authorities the Directors are seeking at the General Meeting are set out in the attached notice of General Meeting.

3. Change of Name

Subject to Shareholders’ approval of the Proposals, it is proposed that the name of the Company be changed to Oscillate plc.

No new share certificates will be issued to Shareholders holding share certificates as a result of the Company’s name change and existing share certificates will remain valid.

If Resolution 3 is approved, the change of name will be effective once Companies House has issued a new certificate on the change of name. This is expected to occur on or around 13 July 2021, being the day of the General Meeting. The tradeable instrument display mnemonic (“TIDM”) of the Company is expected to change to MUSH effective from 7.00 a.m. on 14 July 2021. The Company has also secured the domain, www.oscillateplc.com which, subject to the resolutions being passed, will become the Company’s new corporate website.

4.         Investing Strategy

In addition to the existing investing policy that includes investment in the medical cannabis sector, announced on 5 June 2019, special situations, approved on 26 October 2020, the primary focus of this proposed investment strategy in the medical psychedelic industry will be to invest into businesses or assets involved in the development of potential treatments for mental health issues, which include, but are not limited to:

1) Drug-resistant depression

2) Anxiety

3) Addiction and

4) Post-Traumatic Stress Disorder

Resolution 1 will be to approve the New Investment Strategy.

The Directors will be focused on making investments in both public and private companies and projects, and, in addition, will consider the acquisition of a business or businesses. The Directors’ primary objective is to achieve the best possible value over time for Shareholders, primarily through capital growth but potentially, in the future and only when felt prudent, dividend income.

The Company intends to be an active investor in situations where it can make a clear contribution to the progress and development of the investment. In more substantial investment opportunities, the Directors expect that the Company will be a passive investor.

The Directors believe that their collective experience, together with their extensive network of contacts, will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Directors will also consider appointing additional directors and /or advisors with relevant experience if the need arises.

There will be no limit on the number of projects into which the Company may invest, and the Company may invest in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 3.6 of the AQSE Growth Market Rules. The Company may need to raise additional funds for these purposes and may use both debt and/or equity.

Investment Strategy Process

The Company will focus on the UK and mainland Europe.

The Company will be responsible for commissioning appropriate legal due diligence on prospective investments.

External advisers and investment professionals will be engaged as necessary to assist with the sourcing and due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience if the need arises.

As part of each investment analysis, Burns Singh Tennent-Bhohi, with the assistance of the Board, will liaise with and where necessary, instruct National or Foreign Counsel to produce a legal opinion relating to the terms and lawfulness of the Company’s proposed investment. The Board will review the Counsel’s opinion to identify whether the investment is in line with a legal opinion to be given by UK Counsel in relation to the same matter. The Board will heed the advice provided by Foreign and UK Counsel, and where the advice given reflects any negatives, regulatory risks, or otherwise advised, will decline the proposed investment. In particular, the Board will seek to ensure that there is as little risk as possible of breaching the Proceeds of Crime Act 2002 (“POCA 2002”), The Misuse of Drugs Act 1971 (“MDA 1971”), The Misuse of Drugs (Designation) Order 2001 (“MDDO 2001”), The Misuse of Drugs Regulations 2001 (S.I. 2001/3998) (“MDR 2001”) and the Psychoactive Substances Act 2016. The Board will also seek to avoid any risk of breaching Money Laundering Legislation and will seek to ensure that any prospective future dividends will not contravene any laws, having particular regard to whether there may be any breach of POCA 2002.

Once the Board, led by Burns Singh Tennent-Bhohi, has completed due diligence on a prospective investment, it will opine on its findings in a comprehensive report. The Independent Non-Executive Director (as required by the AQSE Growth Market Rules) will in turn provide their comments and recommendations to the Board as to whether the Company should pursue the prospective investment.

The Company will endeavour to follow good corporate governance, in that it will continually monitor changes in activities of its investee companies, and especially those investee company shares that will be held long term. The Board will, in particular, assess the credibility of the investee company directors. The Company will monitor and engage with investee companies. This will allow the Company to improve its understanding of investee companies and their governance structures. To this end, meeting with management of investee companies will take place regularly to review management process and best practices in, amongst other things, regulatory questions pertaining to the Investment Strategy. At a minimum, the Company would expect companies to comply with the accepted corporate governance standard in their domestic country.

RISK FACTORS

1. Risks relating to the investment in target companies whose main activities include psychedelic production and research and development thereof

The Company and its shareholders may be at risk of committing offences under POCA 2002

Even with the Company taking all precautions to ensure that it and the target companies in which it invests comply fully with all applicable regulations and legislation in relation to psychedelics (both in the UK and in the relevant foreign jurisdiction applicable to a target company), there are no guarantees that the activities of the Company and a target company will always be deemed lawful if there are any changes in the applicable law. 

The Company will take all precautions possible to ensure that it does not at any time contravene POCA 2002. Contravention of POCA 2002 carries potential criminal liability.

The Company’s reputation may be damaged

Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include negative publicity, whether true or not. This may arise as a consequence of investing in companies that are involved in the production and the research and development of medicinal psychedelics, psychedelics/psilocybin and its esters (which include psilocybin) being a Class B drug within the UK.

The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views in regards to the Company and its activities, along with those activities of certain target companies in which the Company invests.

Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations, banking relationships etc. and thereby having a material adverse impact on the financial performance, financial conditions, cash flows and growth prospects of the Company.

The Company, or the Medicinal Psychedelics industry more generally, may receive unfavourable publicity or become subject to negative consumer perception

The Company believes that the medicinal psychedelics industry is highly dependent upon consumer perception regarding the medical benefits, safety, efficacy and quality of the medical psychedelics distributed for medical purposes to such consumers. Consumer perception of a target company’s products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, political statements, media attention and other publicity (whether or not accurate or with merit) regarding the consumption of psychedelic products for medical purposes, including unexpected safety or efficacy concerns arising with respect to the products of a target company or its competitors.

There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the medicinal psychedelics market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for a target company’s products and the business, results of operations and financial condition of a target company and therefore materially adversely affect the Company’s return on investment.

Furthermore, adverse publicity reports or other media attention regarding the safety, efficacy and quality of psychedelics for medical purposes in general, or a target company’s products specifically, or associating the consumption of psychedelic medicine with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products legally, appropriately or as directed.

Psychedelic plants may not be approved for medicinal use in all (or any) jurisdictions

Medical regulatory authorities in many jurisdictions require carefully conducted studies (clinical trials) in hundreds to thousands of human subjects to determine the benefits and risks of a possible medication. In many jurisdictions, researchers have not conducted sufficient large-scale clinical trials that show that the benefits of psychedelic components.

2. Risks relating to regulatory matters

Laws, regulations and guidelines may change in ways that the Company has not predicted

The laws, regulations and guidelines applicable to the medicinal psychedelics industry may change in ways currently unforeseen by the Company.

The Company’s operations and investments into quoted or approved and properly licensed companies lawfully producing and/or conducting research into psychedelics are subject to laws, regulations and guidelines. If there are any changes to such laws, regulations or guidelines, which are matters beyond the Company’s control, the Company may incur significant costs in complying with or is unable to comply with such changes. This may have a material adverse effect on the Company’s business, financial condition and results of operations.

Regulatory Compliance Risks and maintaining a bank account

Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions of operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition, and, therefore, on the Company’s prospective returns.

As a result of perceived reputational risk and regulatory risks, the Company, in the medicinal psychedelics sector, may in the future have difficulty in maintaining its current bank accounts, establishing further bank accounts, or other business relationships.

Environmental Regulations and Risks

The operations of some target companies will be subject to environmental regulation in the various jurisdictions in which they operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the business, financial condition and operating results of a target company, and therefore have a material adverse effect on the Company’s return on investment.

Changes to safety, health and environmental regulations could have a material effect on future operations of target companies

Safety, health and environmental legislation will affect nearly all aspects of a target company’s operations including product development, working conditions, waste disposal and emission controls. Compliance with safety, health and environmental legislation can require significant expenditures and failure to comply with such safety, health and environmental legislation may result in the imposition of fines and penalties, the temporary or permanent suspension of operations, clean-up costs resulting from contaminated properties, damages and the loss of important permits. Exposure to these liabilities arises not only from a target company’s existing operations but from operations that have been closed or sold to third parties. A target company could also be held liable for worker exposure to hazardous substances and for accidents causing injury or death. There can be no assurances that a target company will at all times be in compliance with all safety, health and environmental regulations or that steps to achieve compliance would not materially adversely affect a target company’s business, and therefore have a material adverse effect on the Company’s return on investment.

Safety, health and environmental laws and regulations are evolving in all jurisdictions. The Company is not able to determine the specific impact that future changes in safety, health and environmental laws and regulations may have on a target company’s operations and activities, and its resulting financial position; however, the Company anticipates that capital expenditures and operating expenses will increase in the future as a result of new and increasingly stringent safety, health and environmental regulation. Further changes in safety, health and environmental laws, new information on existing safety, health and environmental conditions or other events, including legal proceedings based upon such conditions on an inability to obtain necessary permits, may require increased financial reserves or compliance expenditures or otherwise have a material adverse effect on a target company, and therefore have a material adverse effect on the Company’s return on investment.

5. General Meeting

There is attached to this Document the notice convening a General Meeting of the Company to be held at Langton House, 81 High Street, Battle, East Sussex, TN33 0AQ, at 10:30 a.m. on 13 July 2021 at which the Resolutions will be proposed to, inter alia, approve the change of Investment Strategy and to change the name of the Company. A summary of some of the Resolutions is set out below.

Resolution 1 - which will be proposed as an ordinary resolution, seeks approval for the proposed Investment Strategy.

Resolution 2 - which will be proposed as an ordinary resolution, seeks approval to authorise the Directors to issue shares pursuant to section 551 of the Companies Act 2006.

Resolution 3 - which will be proposed as a special resolution, seeks approval to change the name of the Company to “Oscillate plc” and that the Company’s memorandum and articles of association be amended to reflect such change of name.

Resolution 4 - which will be proposed as a special resolution, seeks approval to disapply the statutory pre-emption rights under section 561 of the Companies Act 2006.

6. Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company’s Registrars, not later than 10:30 a.m. on 9 July 2021, being 2 business days before the time appointed for holding the General Meeting. The Form of Proxy can be emailed to Neville Registrars at info@nevilleregistrars.co.uk. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation

The Directors considers the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own shares.

Yours faithfully,
Burns Singh Tennent-Bhohi
For and on behalf of the Board
DiscovOre plc

APPENDIX I

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