Audited Final Results For The Year Ended 30 April 2023

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

(“IamFire” or the “Company”)

AUDITED FINAL RESULTS FOR THE YEAR ENDED 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 Date	Notes
£4m CLN in WeShop	£3 per share in WeShop	Any point up to 18 May 2024	Converts in to 1,333,333 shares in WeShop
£2.85m CLN in WeShop (£2.775m at 30 April 2023)	£2 per share in WeShop	Any point up to 18 May 2024	Converts in to 1,425,000 shares in WeShop. Right to subscribe for up to a further £0.9m in this CLN
£4.5m CLN in CSIL	Converted into 2,452,672 shares in CSIL	28 May 2023	23.5% of CSIL.  CSIL holds 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 ANNOUNCEMENT ENDS

Enquiries:

Company:
[e-mail]

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: [phone] (Direct)

STATEMENT OF COMPREHENSIVE INCOME

FOR YEAR ENDED 30 APRIL 2023

			30 April 2023		30 April 2023
			£		£
CONTINUING OPERATIONS
Loss on revaluation of investments at fair value through profit or loss			(754,673)		(14,844)
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 YEAR			(1,454,657)		(424,822)
Basic and diluted earnings per share attributable to owners			(0.005)		(0.004)

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 through profit or loss	100,327		800,000
	101,186		801,375
CURRENT ASSETS
Trade and other receivables	353,942		99,473
Investments at fair value through profit or loss	64,833		119,833
Financial assets held at fair value through profit or loss	12,149,372		9,153,440
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 borrowings	5,466,361		-
	5,509,654		32,799
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings	-		5,070,098
	-		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 earnings	Total equity
	£	£	£	£	£
Balance at 1 May 2021	593,504	3,708,120	107,618	(3,490,707)	918,535
Loss for the period	-	-	-	(424,822)	(424,822)
Total comprehensive income	-	-	-	(424,822)	(424,822)
Issue of share capital	426,583	4,404,417	-	-	4,831,000
Grant of options/warrants	-	(179,499)	355,396	-	175,897
Balance at 30 April 2022	1,020,087	7,933,038	463,014	(3,915,529)	5,500,610
Loss for the period	-	-	-	(1,454,657)	(1,454,657)
Total comprehensive income	-	-	-	(1,454,657)	(1,454,657)
Issue of share capital (net of issue costs)	350,000	2,912,895	-	-	3,262,895
Grant of options/warrants	-	(104,684)	104,684	-	-
Balance at 30 April 2023	1,370,087	10,741,249	567,698	(5,370,186)	7,308,848

STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 30 APRIL 2023

	Year ended 30 April 2023		Year ended 30 April 2022
	£		£
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 investments	754,673		14,844
Increase in other receivables	(254,469)		(86,567)
Share based payments	-		355,396
Increase/(decrease) in trade and other payables	10,494		(64,725)
Net cash outflow from operating activities	(768,112)		(169,439)
Investing activities
Purchase of investments at FVTPL	-		(60,000)
Purchase of property, plant and equipment	-		(1,547)
Investment in convertible loan notes	(2,775,000)		(4,000,000)
Net cash outflow from investing activities	(2,775,000)		(4,061,547)
Financing activities
Proceeds from issue of ordinary shares (net of issue costs)	3,262,895		4,651,501
Net cash inflow from financing activities	3,262,895		4,651,501
Net increase in cash and cash equivalents	(280,217)		420,515
Cash and cash equivalents at beginning of year	429,386		8,871
Cash and cash equivalents at end of year	149,169		429,386

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