AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2024

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY WECAP 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.

WeCap plc

AQSE: WCAP

(“WeCap” or the “Company”)

AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2024

CHAIRMAN’S STATEMENT

I am pleased to present the year end results for the Company for the year ended 30 April 2024. 

Holdings

WeShop Holdings Limited

WeCap’s primary holding relates to WeShop Holdings Limited (“WeShop”). WeShop is a social commerce platform which seeks to be the world's first shoppable social network, majority owned by the community that uses it. Users can shop at over 500 top UK retailers & earn shares in WeShop on every purchase. 

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 can 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”.

The list of retailers affiliated to WeShop continues to grow with recent additions including John Lewis, Argos, Habitat, Sports Direct and TicketMaster. This adds to the existing list of over 500 UK retailers.  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 WeShares.

We Shop is currently in the process of finalising certain documents for a listing on a recognised stock exchange.  The listing of WeShop will clearly represent a transformational milestone for the company as it will enable the user base to trade WeShares in a regulated market through brokerage accounts.

WeCap has 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 holding that CSIL has is its shareholding in WeShop. The 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 24 November 2024	Converts in to 1,333,333 shares in WeShop
£3.75m CLN in WeShop	£2 per share in WeShop	Any point up to 24 November 2024	Converts in to 1,875,000 shares in WeShop.
23.5% equity shareholding in CSIL	N/A	N/A	CSIL’s sole asset is 8,333,333 shares in WeShop Holdings Ltd.

There are currently 28,729,636 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 WeCap would hold approximately 3,208,333 shares in WeShop representing 11% of the enlarged WeShop shares, prior to any other share issuance. 

On 27 August 2020, WeCap announced that it had raised funds through a Discounted Capital Bond (“DCB”) that provided net proceeds of £4,400,250.78.  The DCB was originally due to be repaid on 25 August 2023 but the repayment date, as announced on 4 December 2023, was extended to 24 November 2024. WeCap has been in discussions with the provider of the DCB and it is both parties’ intention to further extend the repayment of the DCB for not less than 12 months. In addition, it is the intention for the Company to covert the CLNs into WeShop equity and discussions have commenced with WeShop in that regard. The Company will update the market in due course in relation to both the DCB and CLNs.

During the period the Company invested a further £0.9m into WeShop via the CLNs which was as a result of the Company raising £1 million by way of a share placing as announced on 12 December 2023.

Bio2pure

Bio2pure has developed technology to clean up populated waterways.  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 Southeast Asia. WeCap currently owns 10% of the issued share capital of Bio2pure which was being held at a carrying value of £100,327 but at 30 April 2024, the Directors consider the fair value of its investment in Bio2pure to be nil.

Financial Review

The Company’s financial results for the year ended 30 April 2024 show a loss of £863,682 (2023: loss of £1,454,657). Revenues of £nil (2023: £nil), administrative costs of £301,755 (2023: £524,653), finance income of £9,500 (2023: £220,932) and finance costs of £448,100 (2023: £396,263). The loss for the year includes an unrealised loss on the Company’s investment in Bio2pure of £100,327 as detailed in Note 11 on page 34.

As at 30 April 2024, the Company had cash reserves of £49,035 (2023: £149,169).

Extracts from the auditor report:

“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.”

“Basis of qualified opinion

Investment at fair value through profit or loss

The investment in Community Social Investment Limited (‘CSIL’) and WeShop Holdings Limited (‘WeShop’), is carried at £5,325,534 and £75,003, respectively on the statement of financial position as at 30 April 2024. We have not yet obtained sufficient and appropriate audit evidence to satisfy ourselves as to the valuation of investments of £5,400,537 as at 30 April 2024. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

Financial assets at fair value through profit or loss

The investment in two convertible loan notes issued by WeShop, is carried at £7,750,000 on the statement of financial position as at 30 April 2024. We have not yet obtained sufficient and appropriate audit evidence to satisfy ourselves as to the valuation of investments of £7,750,000 as at 30 April 2024. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.”

Outlook

It is extremely encouraging that WeShop is in the process of finalising paperwork for a listing on a recognised stock exchange. This will enable liquidity events for the users of the WeShop platform via its WeShares. 

Newsflow from WeShop is now expected to be more regular as we approach a potential listing which will enable all our shareholders to follow this critical milestone. The Board looks forward to further updates from our primary holding in both WeShop and Bio2pure and would like to thank shareholders for their continued support. 

Sandy Barblett

Chairman

31 October 2024

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 2024

			30 April 2024		30 April 2023
			£		£
CONTINUING OPERATIONS
(Loss)/gain on revaluation of investments at fair value through profit or loss			(123,327)		(754,673)
Administrative expenses			(301,755)		(524,653)
OPERATING LOSS			(425,082)		(1,279,326)
Finance costs			(448,100)		(396,263)
Finance income			9,500		220,932
LOSS BEFORE TAXATION			(863,682)		(1,454,657)
Taxation			-		-
LOSS FOR THE YEAR			(863,682)		(1,454,657)
Other comprehensive income			-		-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR			(863,682)		(1,454,657)
Basic and diluted earnings per share attributable to owners			(0.002)		(0.005)

STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2024

	30 April 2024		30 April 2023
	£		£
NON-CURRENT ASSETS
Property, plant and equipment	344		859
Investments at fair value through profit or loss	5,400,537		100,327
	5,400,881		101,186
CURRENT ASSETS
Trade and other receivables	87,935		353,942
Investments at fair value through profit or loss	41,833		64,833
Financial assets held at fair value through profit or loss	7,771,692		12,149,372
Cash and cash equivalents	49,035		149,169
	7,950,495		12,717,316
TOTAL ASSETS	13,351,376		12,818,502
CURRENT LIABILITIES
Trade and other payables	42,408		43,293
Interest bearing loans and borrowings	5,914,461		5,466,361
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings	-		-
TOTAL LIABILITIES	5,956,869		5,509,654
NET ASSETS	7,394,507		7,308,848
EQUITY
Share capital	1,538,754		1,370,087
Share premium	11,480,839		10,741,249
Other reserves	608,782		567,698
Retained earnings	(6,233,868)		(5,370,186)
TOTAL EQUITY	7,394,507		7,308,848

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2024

	Share   capital	Share premium	Other    reserves	Retained earnings	Total equity
	£	£	£	£	£
Balance at 1 May 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	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
Loss for the period	-	-	-	(863,682)	(863,682)
Total comprehensive income	-	-	-	(863,682)	(863,682)
Issue of share capital (net of issue costs)	168,667	780,674	-	-	3,262,895
Grant of options/warrants	-	(41,084)	41,084	-	-
Balance at 30 April 2024	1,538,754	11,480,839	608,782	(6,233,868)	7,394,507

STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 30 APRIL 2024

		Year ended 30 April 2024		Year ended 30 April 2023
		£		£
Cash flows from operating activities
Loss for the year		(863,682)		(1,454,657)
Adjustments for:
Depreciation		515		516
Finance costs		448,100		396,263
Finance income		(9,500)		(220,932)
Loss on revaluation of investments		123,327		754,673
Decrease/(Increase) in other receivables		191,005		(254,469)
(Decrease)/Increase in trade and other payables		(884)		10,494
Net cash outflow from operating activities		(111,119)		(768,112)
Investing activities
Investment in convertible loan notes		(975,000)		(2,775,000)
Redemption of convertible loan notes		36,645		-
Net cash outflow from investing activities		(938,355)		(2,775,000)
Financing activities
Proceeds from issue of ordinary shares (net of issue costs)		949,340		3,262,895
Net cash inflow from financing activities		949,340		3,262,895
Net increase in cash and cash equivalents		(100,134)		(280,217)
Cash and cash equivalents at beginning of year		149,169		429,386
Cash and cash equivalents at end of year		49,035		149,169

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