TIDMFIRE 
 
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IAMFIRE PLC TO 
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION 
(EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT 
VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW 
CONSIDERED TO BE IN THE PUBLIC DOMAIN. 
 
                                  IamFire plc 
                                  AQSE: FIRE 
                           ("FIRE" or the "Company") 
 
   Option to Subscribe up to £4.5m into Convertible Loan Notes of Boanerges 
                               Limited ("BNRG") 
 
                               Director changes 
 
1.   Option to Subscribe into Convertible Loan Notes of Boanerges Limited 
("BNRG") 
 
IamFire plc is pleased to announce that it has agreed an option to subscribe up 
to £4,500,000 in Convertible Loan Notes (CLNs) of BNRG ("Option"). On 20 
October 2021, BNRG announced a general meeting to approve the acquisition of 
the assets, business and the name of social-commerce business, WeShop Limited, 
and to withdraw from the AQSE Growth Market. Following the BNRG general meeting 
held today, the acquisition has been approved. 
 
Should the Option be taken up, the CLNs will be convertible in to new BNRG 
shares at 75 pence per share.  The CLNs will carry an interest rate of 5%, 
payable only in the event that they are not converted into equity when the 
conversion date falls due. 
 
Further details on the Option to subscribe in to the CLNs are: 
 
*    Option to subscribe in to CLNs must be taken up by 18 February 2022 or the 
Option will lapse 
 
*    CLNs can be subscribed for in tranches of £500,000 or above 
 
*    The conversion date will be 18 May 2023.  FIRE will have the option to 
convert all CLNs on that date at a price of 75p per share in BNRG ordinary 
shares 
 
*    If the CLNs are not converted on that date then the principal along with 
accrued interest will remain as outstanding debt owing to FIRE, with a 
repayment date of 18 May 2026 
 
*    Should the CLNs be converted, the shares received in BNRG will be 
locked-in for 6 months to 18 November 2023 
 
Background on the BNRG Acquisition 
 
BNRG announced on 20 October 2021, an intention to acquire the assets, business 
and name of WeShop Limited ("WeShop") for the consideration of 33,333,333 
shares in BNRG at 75p per share, valuing the transaction at £25 million 
("Acquisition").  WeShop will hold the BNRG shares for a lock-in period of 18 
months before distributing those shares, in-specie, to its shareholders.  The 
full announcement from BNRG can be found at the following link: 
 
https://boanergesltd.com/boanerges-weshop-announcement/ 
 
Following a BNRG general meeting held today, all resolutions have been passed. 
As a result the Acquisition will complete and BNRG will withdraw from the AQSE 
Growth Market, rename itself WeShop Holdings Limited and its shares will trade 
on JP Jenkins Direct from 18 November 2021 under the ticker WSHP. 
 
The Option is in addition to FIRE's previously  announced subscription for £ 
4.5m of a £9 million convertible loan agreement in WeShop, which it will now 
have the right to convert into equity of WeShop.  If conversion of this 
original loan note occurs, FIRE will hold approximately 24% of WeShop, assuming 
the other parties to the convertible loan agreement also convert. FIRE would 
therefore receive approximately 8.2 million BNRG shares on the in-specie 
distribution by WeShop. 
 
Should FIRE take up the Option to subscribe for the full amount of BNRG shares, 
it would result in FIRE holding a further 5,333,333 shares in BNRG.  Together 
with the potential distribution in-specie from WeShop, this would result in an 
aggregate holding of around 13.5 million BNRG shares, representing 
approximately 14.5% of the undiluted BNRG shares in issue. 
 
2.   Directorate Changes & Appointments 
 
The Company is also pleased to announce the appointment of Mrs Fiona Wilmot. 
Fiona will join the Board as a Non-Executive Director and Company Secretary and 
will also be responsible for the fulfilment of the finance function within the 
Company.  Fiona Wilmot does not have any interest in the share capital of 
IamFire plc. 
 
Fiona Wilmot (Non-Executive Director) 
 
Fiona is a fellow of the ICAEW and a Partner at Orana Corporate LLP, a London 
based corporate advisory and accounting services practice. She has a number of 
years' experience in financial management and corporate advisory services, 
primarily in the investment company sector, along with good knowledge of the 
public company environment as Company Secretary to both AIM and Standard listed 
companies. 
 
Fiona began her career at PwC in London where she specialised in the banking 
and asset management sectors for the audit and regulatory divisions.  She holds 
an MA in Modern and Medieval Languages from the University of Cambridge. 
 
Current Directorships                 Partnerships 
 
Orana Corporate LLP                   N/A 
 
Leapwell Consulting Limited 
 
Except as set out above, there is no further information regarding Fiona 
Wilmot, that is required to be disclosed pursuant to Rule 4.9 of the AQSE 
Growth Market Access Rulebook. 
 
3.   Chairman Statement 
 
"The Board is exceptionally pleased to have secured further potential exposure 
to the WeShop story through BNRG, in addition to our existing convertible loan 
arrangement in WeShop.  BNRG has identified the massive opportunity that social 
commerce represents and has collected together a globally impressive team to 
execute the strategy, building on the foundation that WeShop has developed over 
the previous years.  We are delighted that FIRE has secured the Option to 
invest further in to the opportunity and will monitor the development of the 
new WeShop group with close interest.  We are further delighted to welcome 
Fiona Wilmot to the Board of FIRE.  Fiona is a seasoned finance professional 
and will be a huge asset to FIRE as it continues to grow and develop its 
investment portfolio." 
 
 
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) 
 
 
 
END

(END) Dow Jones Newswires

November 17, 2021 07:00 ET (12:00 GMT)

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