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 AMED ("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
("IamFire" or the "Company")
AUDITED FINAL RESULTS FOR THE YEARED 30 APRIL 2023
CHAIRMAN'S STATEMENT
I am pleased to present the year end results for the Company for the year
ended 30 April 2023.
Investments
WeShop Holdings Limited
IamFire's primary investments relate to WeShop Holdings Plc ("WeShop"). WeShop
is a social commerce platform which seeks to address the perceived requirement
for humans to connect more meaningfully with eCommerce.
Major social media platforms, existing reward sites, and numerous start-ups have
tried to unlock this opportunity of combining social media with eCommerce but as
yet have not succeeded in any meaningful way. WeShop seeks to bring the key
ingredients of a social commerce play together in a way that could unlock this
enormous opportunity and in so doing can answer the needs of consumers,
retailers, and brand owners. WeShop is a community owned platform that allows
consumers to search for and buy products based on community reviews, and rewards
transactions and reviews with shares in WeShop called "WeShares".
Following the successful launch of the WeShop app considerable progress has been
made. As announced on 21 September 2023, user downloads at that date stood at
over 290,000, up from 43,000 in November 2022. Total purchases through the
platform now total over 315,000 with an annualised gross merchandise value
("GMV") of £72m based on £18m of sales in the 3 months to 31 August 2023. This
represents a 118% increase on the 3 months to 31 May 2023 figure of £33m. As at
31 August 2023, total GMV to date was £38.1m through the platform, an increase
of 89% since 31 May 2023 when total GMV was £20.1m.
In July 2023, WeShop sponsored SoccerAid for UNICEF. WeShop were principal
partners for what is the world's biggest celebrity football match. Once a year,
England take on their opponents, the Soccer Aid World XI FC to raise money for
children across the world and give them the best start in life. The exposure for
WeShop at this event resulted in national and international exposure of the
WeShop brand, and continued uptake from various creators and influencers which
enables viral uptake of the app.
The list of retailers affiliated to WeShop continues to grow with recent
additions including John Lewis, Argos, Habitat, Sports Direct, TicketMaster,
booking.com and Skyscanner. This adds to the existing list of over 1,000 UK
retailers.
The metrics so far indicate very positive virality effects, large spends per
customer and customer retention. WeShop has partnered with influencer platforms
such as Sheerluxe (www.sheerluxe.com) and with individual influencers who share
millions of followers in aggregate, to rapidly scale the user base and drive
transactions through the platform. The underlying foundation of WeShop is to
place the ownership of the majority of the company in the hands of its user base
over time, as they are rewarded for purchases and referral purchases in shares
of WeShop ("WeShares"). Once the user base has reached a critical mass WeShop
intends to list on an international stock exchange.
WeShop conducted a six-figure equity fundraise at a price of £4.76 per share in
July 2023, valuing WeShop at c. £130m giving IamFire a see-through holding of
£22.5m assuming CLNs outlined below convert to equity. WeShop is in discussions
with leading investment banks to assist its aspiration to list on a globally
focused stock exchange and considerable progress is being made in that regard.
IamFire has investment exposure to WeShop through a series of Convertible Loan
Notes ("CLNs") directly with WeShop and indirectly through an equity holding in
Community Social Investment Limited ("CSIL"). The only investment that CSIL has
is its shareholding in WeShop. The investment exposure is outlined in the
following table:
Instrument Conversion Price Conversion Notes
Date
£4m CLN in WeShop £3 per share in Any point up Converts in to
WeShop to 18 May 1,333,333 shares
2024 in WeShop
£2.85m CLN in WeShop £2 per share in Any point up Converts in to
(£2.775m at 30 April WeShop to 18 May 1,425,000 shares
2023) 2024 in WeShop. Right
to subscribe for
up to a further
£0.9m in this CLN
£4.5m CLN in CSIL Converted into 28 May 2023 23.5% of CSIL.
2,452,672 shares in CSIL holds
CSIL 8,333,333 shares
in WeShop. In
specie
distribution
would result in
approx. 1,950,000
shares in WeShop
There are currently 28,669,415 shares in issue in WeShop. Should all the CLNs
referred to in the table convert and CSIL conducts a distribution in specie of
its WeShop shares then IamFire would hold approximately 4,708,333 shares
in WeShop representing some 16% of the current WeShop shares, prior to any
further share issuance.
On 27 August 2020 IamFire announced that it had raised funds through a
Discounted Capital Bond ("DCB") that provided net proceeds of £4,400,250.78.
The DCB was due to mature on 25 August 2023 at which point IamFire would need to
have repaid £5,509,039.48. The Company announced on 21 September 2023 that the
DCB repayment date has been extended to 25 November 2023 to explore options with
the lender.
Bio2pure
Bio2pure has developed technology to clean up populated waterways and has
provided a shareholder update up to July 2023. Since establishing an Indian
subsidiary in 2022 to serve the huge demand and emerging market across the
Indian subcontinent, Bio2pure is beginning to see an increase in revenue but
still requires further investment to continue to develop the Indian market and
make an initial entry into South East Asia. IamFire currently owns 10% of the
issued share capital of Bio2pure which it acquired through the issuance of
4,000,000 IamFire shares at a deemed 20p per share in August 2020. As at 30
April 2023, the Directors consider the fair value of its investment in Bio2pure
to be £100,327 and therefore have impaired its valuation by £699,673. This was
following a fund-raise by Bio2pure in December 2022 where Bio2pure was valued at
£1m.
Financial Review
The Company's financial results for the year ended 30 April 2023 show a loss of
£1,454,657 (2022: loss of £424,822). Revenues of £nil (2021: £nil),
administrative costs of £524,653 (2022: £373,715), finance income of £220,932
(2022: £360,000) and finance costs of £396,263 (2022: £396,263). Administrative
costs include £250,000 paid for the right to subscribe to for the £3.75m CLN as
announced on 6 July 2022. The loss for the year includes an unrealised loss of
£699,673 on the Company's investment in Bio2pure Limited as detailed in Note 11
on page 35.
As at 30 April 2023, the Company had cash reserves of £149,169 (2022:
£429,386).
Material uncertainty related to going concern
We draw attention to note 1 (accounting policies) in the financial statements,
which indicates that the Company is reliant on either (i) disposing of a portion
of the equity in Community Social Investment Limited (CSIL) or (ii) conducting a
fundraise in order to fund the repayment of the discounted bond which is due
within twelve months or (iii) renegotiation of the discounted bond repayment
date or (iv) attempt renegotiation of the Discounted Capital Bond to incorporate
a conversion mechanism of the DCB into shares in the Company.
As stated in note 1, these events or conditions, along with the other matters as
set forth in note 1, indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Outlook
WeShop is making tremendous progress as it seeks to bring the key ingredients of
social and commerce together in a way that could unlock an enormous opportunity
for consumers, retailers, and brand owners. The traffic across the WeShop app
continues to grow as a result of continued uptake from various creators and
influencers which enables viral uptake of the app especially having WeShop
support events such as Soccer Aid for UNICEF.
The Board looks forward to further updates from our primary investments in both
WeShop and Bio2Pure and would like to thank shareholders for their continued
support.
Sandy Barblett
Chairman
30 October 2023
The Directors of the Company, who have issued this RIS announcement after due
and careful enquiry, accept responsibility for its content.
REGULATORY ANNOUNCEMENTS
Enquiries:
Company:
info@iamfireplc.com
Peterhouse Capital Limited
Corporate Advisor:
Guy Miller: + 44 (0) 20 7220 9795 (Direct)
Narisha Ragoonanthun: + 44 (0) 20 7220 9794 (Direct)
Tennyson Securities Limited
Corporate Broker:
Peter Krens: +44 (0) 20 7186 9033 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
FOR YEAR ENDED 30 APRIL 2023
30 April 2023 30 April 2023
£ £
CONTINUING OPERATIONS
Loss on revaluation of investments (754,673) (14,844)
at fair value through profit or
loss
Administrative expenses (524,653) (373,715)
OPERATING LOSS (1,279,326) (388,559)
Finance costs (396,263) (396,263)
Finance income 220,932 360,000
LOSS BEFORE TAXATION (1,454,657) (424,822)
Taxation - -
LOSS FOR THE YEAR (1,454,657) (424,822)
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR THE (1,454,657) (424,822)
YEAR
Basic and diluted earnings per (0.005) (0.004)
share attributable to owners
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2023
30 April 2023 30 April 2022
£ £
NON-CURRENT ASSETS
Property, plant and equipment 859 1,375
Investments at fair value 100,327 800,000
through profit or loss
101,186 801,375
CURRENT ASSETS
Trade and other receivables 353,942 99,473
Investments at fair value 64,833 119,833
through profit or loss
Financial assets held at fair 12,149,372 9,153,440
value through profit or loss
Cash and cash equivalents 149,169 429,386
12,717,316 9,802,132
TOTAL ASSETS 12,818,502 10,603,507
CURRENT LIABILITIES
Trade and other payables 43,293 32,799
Interest bearing loans and 5,466,361 -
borrowings
5,509,654 32,799
NON-CURRENT LIABILITIES
Interest bearing loans and - 5,070,098
borrowings
- 5,070,098
TOTAL LIABILITIES 5,509,654 5,102,897
NET ASSETS 7,308,848 5,500,610
EQUITY
Share capital 1,370,087 1,020,087
Share premium 10,741,249 7,933,038
Other reserves 567,698 463,014
Retained earnings (5,370,186) (3,915,529)
TOTAL EQUITY 7,308,848 5,500,610
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
Share capital Share premium
Other reserves Retained Total equity
earnings
£ £
£ £ £
Balance at 1 593,504 3,708,120
107,618 (3,490,707) 918,535
May 2021
Loss for the - -
- (424,822) (424,822)
period
Total
(424,822)
comprehensive - -
- (424,822)
income
Issue of 426,583 4,404,417
- - 4,831,000
share
capital
Grant of - (179,499)
355,396 - 175,897
options/warran
ts
Balance at 30 1,020,087 7,933,038
463,014 (3,915,529) 5,500,610
April
2022
Loss for the - -
- (1,454,657) (1,454,657)
period
Total
comprehensive - -
- (1,454,657) (1,454,657)
income
Issue of 350,000 2,912,895
- - 3,262,895
share
capital (net
of issue
costs)
Grant of - (104,684)
104,684 - -
options/warran
ts
Balance at 30 1,370,087 10,741,249
567,698 (5,370,186) 7,308,848
April
2023
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 APRIL 2023
Year ended Year ended 30 April 2022
30 April
2023
£ £
Cash flows from operating
activities
Loss for the year (1,454,657) (424,822)
Adjustments for:
Depreciation 516 172
Finance costs 396,263 396,263
Finance income (220,932) (360,000)
Loss on revaluation of 754,673 14,844
investments
Increase in other receivables (254,469) (86,567)
Share based payments - 355,396
Increase/(decrease) in trade 10,494 (64,725)
and other payables
Net cash outflow from (768,112) (169,439)
operating activities
Investing activities
Purchase of investments at - (60,000)
FVTPL
Purchase of property, plant - (1,547)
and equipment
Investment in convertible (2,775,000) (4,000,000)
loan notes
Net cash outflow from (2,775,000) (4,061,547)
investing activities
Financing activities
Proceeds from issue of 3,262,895 4,651,501
ordinary shares (net of issue
costs)
Net cash inflow from 3,262,895 4,651,501
financing activities
Net increase in cash and cash (280,217) 420,515
equivalents
Cash and cash equivalents at 429,386 8,871
beginning of year
Cash and cash equivalents at 149,169 429,386
end of year
This information was brought to you by Cision http://news.cision.com
END
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