Loan Agreement

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

19 August 2024

Oneiro Energy plc

("Oneiro" or the "Company")

Loan Agreement

Further to the announcement of 21 June 2024, Oneiro (LSE:ONE), the LSE-quoted Company focussed on energy transition, announces that the Company has agreed the provision of a working capital loan facility (the "Facility") to Switch Metals Côte d'Ivoire SARL ("Switch CI"). Switch CI is the mining exploration subsidiary of Switch Metals, the Mauritian private investment company focused on battery minerals and technology metals ("Switch Mauritius") with whom Oneiro has agreed heads of terms (the "HoT") for Oneiro to acquire Switch CI and certain other assets (see the announcement of 21 June 2024).

The Facility has the following key terms:

·    Amount - Up to €464,843

·    Term - the earlier of the closing of the transaction or 6 calendar months, with all drawdowns to have been made in the first 150 days (unless extended by mutual agreement)

·    Repayment - Conversion to intercompany loan upon completion of the contemplated transaction or bullet repayment on maturity

·    Interest rate - 5% per annum (increased to 10% per annum should Switch withdraw from the intended sale of Switch CI), payable on maturity

·    Security - Unsecured with a negative pledge

·    Drawdowns - On milestones under agreed workplan

The Facility will allow Switch CI to progress exploration activities on its licence areas within Côte d'Ivoire during the remainder of 2024 under a workplan agreed between Oneiro and Switch CI.

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