TIDMFIRE
IamFire plc
AQSE: FIRE
("IamFire" or the "company")
Audited Final Results to 30 April 2021
28 October 2021
Strategic Report for the year ended 30 April 2021
REVIEW OF BUSINESS
I am pleased to be addressing the shareholders with the Strategic Report for
the Year Ended 30 April 2021. The Company has broadened its investment
policies, consolidated a number of compelling investments, raised capital
through both debt and equity and continually looked to augment its Board of
Directors as IamFire plc takes strides in developing as an Investment Issuer
focused on delivering exposure to asset classes that the Board believes to
offer opportunities to generate attractive returns on investment.
It has been a highly active period for the Company to the year ended 30 April
2021 and the Company has created two internal investment divisions with which
to execute the Company's investment mandate.
The Directors of the Company do not recommend the payment of a dividend for the
period to 30 April 2021.
1. High Growth Investment Division (HG)
The HG investment division focuses on companies that have reached a critical
point of growth and need to access specialised capital investment, public
market exits or trade sales. IamFire plc will look to opportunities globally
where companies have robust balance sheets, strong growth profiles and
management teams that can deliver without significant additional augmentation.
2. Asset Augmentation Investment Division (AA)
The AA investment division has been designed to look at distressed asset
situations that IamFire plc can seek to augment through a broad-restructure,
recapitalisation and through the injection of additional management and
directors.
Investments completed to the Year Ended 30 April 2021 Bio2pure Limited (10%
Investment Interest) [HG]
Bio2pure is a British biotechnology company with its manufacturing facility and
R&D facilities in the Northwest of England.
Its principal technology is an advanced bioremediation solution which has
multiple applications including cleaning large and small bodies of water (lakes
and ponds), increasing efficiency in wastewater and sewage treatment plants,
land remediation and unblocking sewage drains.
To date the technology has successfully treated over 1 trillion litres of
water. As a result of the COVID-19 pandemic, the company is also researching
the possibility of using some of its partners technology to combat the current
risks caused by enveloped viruses including COVID-19 for the retail, industrial
and medical markets.
The company is chaired by Mr John Leat, an international businessman with over
40 years of experience as a major project manager, investor and delegate,
previously working for Sheikh Mohammed bin Rashid Al Maktoum. The science and
technology have been pioneered by the founder and Chief Executive Officer, Dr
Anthony Davies, who has worked in the field of biological treatments and
processes for his entire career.
Bio2pure two main technologies to support its corporate vision are:
1. Biotechnology through the deployment of proprietary "good" bacteria. This
hydrolytic enzyme technology has successfully treated over 1 trillion
litres of water. Hugely positive results have been observed in numerous
other projects including land remediation, unblocking of major drains, and
increasing the efficiency of wastewater plants throughout the world.
2. Chlorine Dioxide to eradicate viruses, bacteria and fungi using a stable
chlorine dioxide solution which is scientifically proven to enable
"Coronavirus Safe Zones" in public areas. Chlorine dioxide is confirmed to
eliminate 100% of coronavirus particles within 30 seconds.
Acquisition of 10% Investment Interest in Bio2pure Limited.
In July 2020, the Company entered a conditional option agreement providing the
Company a period of exclusivity with certain of the shareholders of Bio2pure
Limited to acquire, in aggregate, a 10% investment interest. The terms of the
period of exclusivity entitled IamFire plc to conduct due diligence activities
which included the Company conducting a site visit and meeting with the team
over a 45-business day period.
The period of exclusivity was capitalised through a unique mutual meeting of
minds whereby IamFire plc made a donation to the World Water Crisis [https://
worldwatercrisis.org/] with the donation being matched by Bio2pure Limited,
reflecting the commitment both corporates have in supporting a global objective
of what Bio2pure term as, 'water neutrality'.
After a successful period of evaluation, including the provision of a valuation
opinion to support the Directors decision, the Company elected to exercise
their rights under the period of exclusivity to acquire, in aggregate, a 10%
investment interest in Bio2pure. The consideration payable for the investment
interest was satisfied through the issuance of 4,000,000 ordinary shares of
IamFire plc at an issue price of 20 pence per share and 1,000,000 warrants with
a strike price of 40 pence per share and a life to expiry of 2-years from
admission of the consideration shares.
Bio2pure Corporate Developments
July 2020: Appointment of Dr Martin Blake to Bio2pure Limited
Dr Martin Blake is an award-winning visionary thought leader and strategist
with 35 years practical experience at an executive level. He is a company
director, speaker and mentor with specialist expertise in board direction,
governance and futuring.
He holds a working portfolio of board directorships and advisory roles
encompassing the USA, Europe, Middle East, Asia and Australia. He is the owner
of Blake Advisory, a Strategic Advisor to the Board of Blue Planet
Environmental Services, an Associate Director of Future Smart Strategies, a
Strategic Partner at IAQ Consultants, and a Non-Executive Director of PearTrack
Security Systems Inc.
Dr Blake chairs and advises a multitude of strategic groups, all focused on the
development and deployment of innovative business models. He is an Adjunct
Professor of Sustainable Business Development at both Griffith University and
the University of Southern Queensland, and is also a Visiting Fellow at the
Business School of the University of Hull in the UK.
Dr Blake is internationally recognised as having designed and deployed one of
the most successful organizational change management programmes in the world,
saving millions of pounds annually for users and winning multiple National and
International awards.
August 2020: Launch of Covipure
Bio2pure recently launched a Coronavirus killing disinfectant called Covipure
based on a disinfectant used in treating water to drinking level standard. The
independent test results have demonstrated that CoviPureT is:
* 100% effective at killing Coronavirus in under 60 seconds
* 100% effective at killing other viruses and bacteria including Influenza,
Ebola, HIV, Hepatitis C, and E-coli
* Fully Derm tested meaning any contact with hands/skin will not produce any
adverse reactions also meaning no protective equipment is needed.
The product is based on a stable chlorine dioxide formulation. It is applied to
surfaces which can be sprayed or wiped with cloth material on metal, plastic
and marble surfaces. As an aerosol it can be sprayed within an enclosed space
(e.g. an aeroplane). Bio2Pure has also defined a visible safety standard to be
displayed in environments treated by CoviPure allowing the general public and
workforce to feel safe in the knowledge that the environment is free from
Coronavirus. The company is recommending this "Standard" to be shown on treated
hotel rooms, rental cars, shops, restaurants, trains, aeroplanes and many more
areas.
October 2020 - February 2021: Tender in India
In October 2020, Bio2pure were invited to India by World Water Crisis and
Friends of Bengal to provide solutions to treat 83,000 litres of polluted
water. In the months leading to the end of the year and during the pandemic,
following all safety protocols, the Bio2pure team carried out assessments of
multiple ponds in Bengal, India and commenced treatment. The company conducted
this treatment in conjunction with the World Water Crisis and Friends of Bengal
to monitor the results and provide on-going support.
In February, the Bio2pure technology used to treat contaminated ponds in
Bengal, India was reported by the World Water Crisis as, "Exceeding
Expectations". The World Water Crisis were so encouraged by the results of the
technology of Bio2pure that the charity is currently raising capital to support
the implantation of this technology on a more permanent basis.
February 2021- 30 April 2021: Corporate Developments
To the year end, Bio2pure has focused on locking in a number of commercial
contracts to provide their proprietary technology to a number of sites across
India and has raised further capital to support this corporate initiative.
Bio2pure limited have also stated that they are actively preparing to undertake
a go-public transaction whether that be through a merger, Reverse Takeover or
traditional IPO.
The proprietary technology developed by the founder, Dr Anthony Davies has been
developed over some 20 years and has been applied in differing industry classes
such as cleaning and generated over £10,000,000 in revenue. Dr Davies has
augmented and pivoted the technology to be directed at delivering "water
neutrality" that has an ethical balance of strong commercial return for
Bio2pure but at an affordable and accessible price point for areas in the world
in need of a cost-effective solution.
More information can be found at the Bio2pure website [https://bio2pure.com/],
including a detailed overview of a number of commissioned case studies
completed by Bio2pure, https://bio2pure.com/case-studies/ .
Evrima plc (AQSE: EVA) [AA]
Evrima plc (formerly Sport Capital Group plc, NEX: SCG) was subject to a
re-capitalisation and corporate restructure in July 2020 led by Burns Singh
Tennent-Bhohi (a Director of the IamFire as at year end but not as at this
report, who also joined the Board of Evrima as CEO). The Company subscribed for
1,000,000 new ordinary shares at a subscription price of 3 pence per share.
Under the terms of the subscription the Company also holds 1,000,000 warrants
with a strike price of 6 pence per share and a life to expiry of 3-years from
admission of the placing shares. Should IamFire plc elect to exercise their
warrant entitlement in full then the Company shall be issued 1,000,000
'replacement warrants' with a strike price of 12p and a life to expiry of
3-years from date of grant.
As at 30 April 2021, Evrima PLC's share price was 6 pence per share against a
subscription price of 3 pence per share.
Evrima Plc is an investment issuer focused on the identification of base metal
and industrial metal opportunities in Botswana and as at the company's year-end
has amassed a portfolio of investment interests providing diverse exposure to
assets at varying stages in a projects life cycle from exploration to
development and pre-production.
Evrima's Investment Interests as at 30.04.2021:
Premium Nickel Resources (PNR)
No. of Shares EVA Hold: 1,000,000
% of Share capital: 1.37%
PNR is a private Canadian company that provides direct exposure to
nickel-copper-cobalt ("Ni-Cu-Co") opportunities in the southern African region
(principally, Botswana). PNR submitted an Indicative Offer ("IO") to the BCL
Liquidator in June 2020 to acquire the former producing BCL Selebi-Phikwe
Mining Complex and the Tati Nickel Mining Corporation ("TNMC") Operations as
well as regional exploration joint ventures on highly prospective Ni-Cu-Co
projects located in north-eastern Botswana.
PNR was selected as the preferred bidder to acquire the assets formerly owned
by BCL Limited and TNMC on February 10, 2021. On March 24, 2021, PNR completed
the Exclusivity Memorandum of Understanding ("MOU") with the Liquidator for the
ongoing six-month exclusivity period to complete additional work and related
Asset Purchase Agreements (see News Release Dated March 24, 2021). Negotiations
are ongoing to finalize terms on the prioritized assets that will be included
in the Asset Purchase Agreement.
The BCL operations at Selebi-Phikwe are comprised of a mining complex, a
concentrator and a processing facility, as well as other supplementary assets
and infrastructure such as rail line, tailings facilities, and employee
housing. Shaft sinking and plant construction started in 1970 and open pit
mining commenced at Phikwe in 1972. Throughout the mine's life the various
deposits, over a 14 km strike length, have been mined by open pit and various
underground mining methods. Mining concluded in October 2016 when the
operations were placed on care and maintenance due to a failure in the smelter.
PNR's redevelopment plan is based on a re-characterization of the remaining
resources and the ability to produce two separate commercial concentrates (a Cu
concentrate and a separate Ni-Co concentrate).
Underground Selebi-Phikwe Remaining reserves and resources at 31 December, 2016
Proven & Probable Mineral Reserves 49 Mt @ 0.61% Ni, 0.68% Cu;
Indicated & Inferred Mineral Resources 35 Mt @ 0.82% Ni, 0.92% Cu
The TNMC Operations are comprised of two mines and a processing plant situated
65 km south-east of town of Francistown, and 75 km north of the BCL Operations
at Selebi-Phikwe. Underground production at Selkirk of high-grade massive
sulphides between 1989 to 2002 produced 1 million tonnes @ 2.6% Ni and 1.5% Cu
that was direct shipped to the BCL Smelter. A large volume of disseminated
Ni-Cu mineralization surrounds the higher-grade Selkirk mineralization is being
evaluated as a potential open pit development. The Phoenix open pit mine and
processing plant began operations in 1995. The operations were put on care and
maintenance in early 2016.
Open Pit TNMC Remaining reserves and resources at 31 December, 2016 Proven &
Probable Mineral Reserves 17.8 Mt @ 0.19% Ni, 0.13% Cu; Indicated & Inferred
Mineral Resources 234 Mt @ 0.22% Ni, 0.23% Cu Kalahari Key Minerals Exploration
(pty) Limited
Evrima plc are the second largest shareholder of KKME, holding 19.6% of its
share capital.
KKME is a private mineral exploration company registered in Botswana, engaged
in the development of its Nickel-Copper-Platinum Group Metals (Ni-Cu-PGM)
project called the Molopo Farms Complex ("MFC").
The KKME opportunity developed from a recognition that no historical
exploration targeting "feeder" styles of Ni-Cu-PGE mineralisation had been
completed within the Molopo Farms ultramafic complex. The founder's group of
four seasoned metals explorers identified a number of prospecting licences over
a prospective geological feature often associated with feeder-style deposits.
The exploration work conducted to date by KKME continues to support the
prospectively of the licence area and a series of exciting targets has been
identified for a proposed drilling campaign.
In 2020, KKME has been completing preparations for a scheduled maiden drill
campaign. Through the course of the year the technical work and studies have
included: ground geo-physics to understand the most conductive targets, an AMT
survey and, arguably most significantly, KKME has successfully submitted its
Environment Impact Statement resulting in approval of a proposed drilling
programme on the MFC.
Convertible Loan Agreement with WeShop Limited & £5,589,039.48 raise via
Discounted Capital Bond WeShop Limited: Background
WeShop is a social commerce platform which allows users to seek advice on and
promote products which they own and love
amongst their trusted social networks. To date it has deployed over £10m on the
technology and is led by an experienced team including: Non-Executive Chairman
and co-founder, Matthew Hammond, currently Managing Director and CFO of
mail.ru, listed on the London Stock Exchange with a market capitalisation of
circa $6.5bn, Chief Executive Officer, Paul Ellerbeck formerly of DMGT group
and EasyProperty, along with non-executive directors Baroness Michelle Mone,
Leo Mansell and most recently Yoav Keren (CEO of Brandshield).
IamFire plc subscribed for £4,500,000 of a £9,000,000 Convertible Loan
Agreement with WeShop Limited
The Underlying terms of the CLA are:
* Interest rate of 8% per annum for a 36 month period
* Unsecured with no debenture
* Conversion triggers include an IPO, an exit or further funding rounds
* Conversion would occur at a 20% discount to the price of the conversion
event
The Discounted Capital Bond
In order for the Company to proceed with the terms of the CLA, IamFire plc
successfully raised gross proceeds of,
£5,589,039.48 by way of a Discounted Capital Bond ("DCB"). The Discounted
Capital Bond has been issued by Hawk Investment Holdings Limited ("The
Bondholder").
* Issue price of the DCB was, 78.73% resulting in net proceeds of, £
4,400,250.78
* The DCB shall have no fixed coupon on the basis that the grossed-up figure
has been issued on a discounted basis resulting in, £5,589,039.48 payable
upon maturity
* The Bond shall mature on 25th August 2023 and during this period shall be
secured against the assets of the Company by way of a debenture
* The terms of the Bond do not allow for conversion to equity
* IamFire plc shall have the right under the terms of the DCB to early
redemption during or before the end of the second anniversary
Corporate Finance & Directorate Changes during to the Year Ended 30 April 2021
June 2020 - Equity Financing
In June 2020, the Company successfully completed an equity financing raising
gross proceeds before expenses of £500,000. The financing was supported by a
combination of existing shareholders, Ultra High Net Worth's, and Private
Family Offices.
July 2020 - Appointment of Non-Executive Chairman, Marc T Bamber
Mr Bamber is a Global Corporate Financier, with over 20-years' experience in
the Hedge Fund Sector, Capital Markets, Private & Institutional Investments and
Investor Communications & Marketing sectors. Marc was a core member of the
multiple award winning RAB Special Situations Fund that delivered net returns
of 50x to investors with circa. US$2.8Bn in Assets Under Management (AUM) in
just under five years. Marc is very active in the international markets and
works with a number of Toronto & London-Listed companies in senior management
roles. Mr Bamber resigned on 21/09/2021.
September 2020 - Resignation of Noel Lyons
In September 2020, Noel Lyons resigned from the Board of Directors. Noel was on
the Board whilst the Company was an investment issuer named Karoo Energy,
seeking to develop mineral interests in Botswana and helped the Company
transition from the corporate restructure and recapitalisation that took place
in October 2019.
Mr S Barblett and Mr J Taylor were appointed as directors after 30 April 2021
but prior to the date of this report.
POST YEAR REVIEW
The Company continues to develop its investment strategy, through the review
and evaluation of opportunities that are deemed to fit the internal investment
mandates that have been established.
With a robust portfolio of investment interests and debt instruments providing
exposure consistent with our investment policy, the Company is well positioned
as a number of the Company's investees progress to points of inflection that
have the ability to generate substantive returns for IamFire plc.
Equity Finance completed: September 2021
On 21 September 2021 the Company successfully raised gross proceeds before
expenses of £369,000 with the Company's corporate broker, Peterhouse Capital
through the issue of 12,300,000 new ordinary shares.
Directorate Changes: September 2021
On 21 September 2021, the Company appointed Mr Sandy Barblett and Mr John
Taylor to the Board of Directors. Sandy Barblett will join the Board as
Non-Executive Chairman and John Taylor as Executive Director.
In conjunction with these appointments Mr Burns Singh Tennent-Bhohi & Mr Marc T
Bamber retired as Directors of the Company.
ON BEHALF OF THE BOARD:
..........................................................................
Mr J Ross - Director
The Directors of the Company, who have issued this RIS announcement after due
and careful enquiry, accept responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
info@iamfireplc.com
Peterhouse Capital Limited
Corporate Advisor :
Guy Miller: + 44 (0) 20 7469 0930 (Direct)
Corporate Broker:
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
Statement of Profit or Loss
for the year ended 30 April 2021
2021 2020
£ £
CONTINUING OPERATIONS
Other operating income - 254,913
Gain/loss on revaluation of 30,000 -
investments
Administrative expenses (323,025 ) (138,205
)
OPERATING (LOSS)/PROFIT
(293,025 ) 116,708
Finance costs (273,584 ) -
Finance Income 244,616 8
(LOSS)/PROFIT BEFORE TAXATION
(321,993 ) 116,716
Taxation - -
(LOSS)/PROFIT FOR THE YEAR
(321,993 ) 116,716
Earnings per share expressed
in pence per share:
Basic (1.06) 1.62
Diluted (1.06) 1.12
2021 2020
£ £
(LOSS)/PROFIT FOR THE YEAR (321,993 ) 116,716
OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
116,716
(321,993 )
Statement of Financial Position
30 April 2021
2021 2020
£ £
ASSETS
NON-CURRENT ASSETS
Investments at FVTPL 814,677 -
CURRENT ASSETS
Trade and other receivables 12,890 29,852
Investments at FVTPL 60,000 -
Cash and cash equivalents 8,871 1,079
Financial assets at FVTPL 4,793,456 -
4,875,217 30,931
TOTAL ASSETS
5,689,894 30,931
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 593,504 526,733
Share premium 3,708,120 2,344,890
Retained earnings (3,383,089) (3,061,096)
TOTAL EQUITY
918,535 (189,473)
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities -
borrowings
Interest bearing loans and 4,673,835 -
borrowings
CURRENT LIABILITIES
Trade and other payables 97,524 220,404
TOTAL LIABILITIES
4,771,359 220,404
TOTAL EQUITY AND LIABILITIES
5,689,894 30,931
Statement of Changes in Equity for the year ended 30 April 2021
Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 May 2019 511,837 (3,177,812 2,231,786 (434,189 )
)
Changes in equity
Profit for the year - -
116,716 116,716
Total comprehensive income - -
116,716 116,716
Issue of share capital 14,896 - 113,104 128,000
Balance at 30 April 2020 526,733 2,344,890
(3,061,096 (189,473 )
)
Changes in equity
Loss for the year - -
(321,993 ) (321,993 )
Total comprehensive income - -
(321,993 ) (321,993 )
Issue of share capital 66,771 - 1,363,230 1,430,001
Balance at 30 April 2021 593,504 3,708,120
(3,383,089 918,535
)
Statement of Cash Flows
for the year ended 30 April 2021
2021 2020
£ £
Cash flows from operating
activities
Cash generated from (453,375 ) (131,322
operations )
Net cash from operating
activities (453,375 ) (131,322
)
Cash flows from investing
activities
Purchase of fixed asset (45,000 ) -
investments
Interest received 13 8
Investment in convertible (4,527,161) -
loan notes
Net cash from investing
activities (4,572,148) 8
Cash flows from financing
activities
Amount introduced by 3,315 3,159
directors
Share issue 630,000 128,000
Issue of discounted capital 4,400,000
bond
Net cash from financing
activities 5,033,315 131,159
Increase/(decrease) in cash and cash equivalents 7,792
Cash and cash equivalents at beginning of (155)
year 1,079 1,234
Cash and cash equivalents at end of year 8,871
1,079
END
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