Interim Results to 31 October 2023

30 January 2024

WeCap plc (formerly IamFire plc)

AQSE: WCAP

(“WeCap” or the “Company”)

UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2023

CHAIRMAN’S STATEMENT

I am pleased to present the interim results for WeCap plc (AQSE: WCAP) (formerly IamFire plc) for the period of 30 April 2023 to 31 October 2023. 

The period was dominated by the continued support for the Company’s primary investment, WeShop Holdings Limited (“WeShop”).  In May 2023 the Company subscribed for a further £150k of Convertible Loan Notes (“CLN”) in WeShop, each having the right to convert in to shares in WeShop at £2 per share. At the end of May 2023, WeCap converted its loan note position in Community Social Investments Limited (“CSIL”), resulting in WeCap attaining a 23.6% stake in CSIL.  CSIL’s sole holding is 8.33m shares in WeShop.   Prior to period end, in September 2023, the Company extended the maturity date of the Discounted Capital Bond (“DCB”) that Hawk Holdings Limited holds.  This was extended in tandem with the conversion date for our own CLN position in WeShop. 

Post period end the Company conducted an equity raise led by our brokers, Tennyson Securities, for £1m of gross funds.  The majority of the proceeds enabled the Company to make a further subscription into CLNs with WeShop in January 2024.

Investments in WeShop and CSIL

WeShop is a social commerce platform, seeking to combine social media with ecommerce in a market that is expected to exceed £1 trillion by 2025.  WeShop has built a platform that allows consumers to search for and buy products based on community reviews, and to earn rewards on all transactions in the form of WeShop shares.   Last month, the company reported triple-digit growth across its platform, with an annualised Gross Merchant Value transacted growing to £112 million in the three months to November 2024. 

At the end of the reporting period, WeCap held £6.85m of CLNs directly in WeShop.  It held the right to subscribe for a further £0.9m in CLNs which it did so post period end on 16 January 2024.  Should the current CLNs convert, it would result in WeCap holding some 3,208,333 shares in WeShop.

WeCap also holds approximately 23.6% of the issued share capital of CSIL, following the conversion of its loan in May 2023. CSIL holds 8,333,333 shares in WeShop as its only asset.  WeCap believes that these shares will be distributed in specie to CSIL shareholders in due course, which would result in WeCap holding a further 1.96m shares in WeShop. 

Key highlights on WeShop during the period:

• WeShop completed a six-figure equity fundraise at a share price of £4.76 per WeShop share, valuing WeShop at c. £130m.
• Sponsorship of SoccerAid for UNICEF resulting in national and international exposure of the WeShop brand, and continued uptake from various creators and influencers which enables viral uptake of the app.
• User downloads for the WeShop platform at 31 May 2023 were over 230,000 up from 43,000 last reported by WeCap on 21 November 2022, now increased to over 350,000.
• Total purchases through the platform totalled over 180,000 with an annualised gross merchandise value (“GMV”) of £33.4m as at the end of May 2023 (over a 3-month average) compared to the previously reported figure of £27.9m for March 2023. Total GMV to the end of May was £22.1m through the platform, increased post-period end to over £66.2m by end November 2023.
• The list of retailers affiliated to WeShop continued to grow with additions in the reporting period including John Lewis, Argos, Habitat, Sports Direct, TicketMaster, booking.com and Skyscanner. This added to the existing list of over 1,000 UK retailers.

Bio2Pure

Bio2pure Limited is developing technology to clean up polluted waterways. WeCap currently owns 10% of the issued share capital of Bio2pure which it acquired through the issuance of 4,000,000 WeCap shares at a deemed price of 20p per share in August of 2020.

Financial Review

The Company’s financial results for the six months ended 31 October 2023 show a loss of £389,090 (2022: loss of £169,560) which includes administrative costs of £145,466 (2022: £100,946), revenue of £nil (2022: £nil), finance income of £5,378 (2022: £181,479) and finance costs of £214,002 (2022: £199,760), related primarily to accrued interest on its Discounted Capital Bond with Hawk Investment Holdings, the maturity date of which has since been extended to November 2024.

As at 31 October 2023, the Company had cash reserves of £104,618 (2022: £79,435).

The 2023 interim financial report of the Company has not been audited or reviewed by the Company's auditor, PKF Littlejohn LLP.

On 12 December 2023, the Company changed its name to WeCap plc to reflect its investment philosophy more closely.

Outlook

The Board continues to look forward to the future progress in both of its primary investments, WeShop and Bio2pure Limited.  WeCap will continue to update the market on these investments in the near term and the Directors would like to thank shareholders for their continued support.

S Barblett

Chairman

30 January 2024

The Directors of the Company accept responsibility for the content of this announcement.

Enquiries:

Company:

Sandy Barblett

John Taylor

Fiona Wilmot

[e-mail]

Corporate Advisor:

Peterhouse Capital Limited
Guy Miller/Narisha Ragoonanthun: + 44 (0) 20 7469 0930 (Direct)

Corporate Broker:

Tennyson Securities Limited
Peter Krens: [phone] (Direct)

STATEMENT OF COMPREHENSIVE INCOME

					Six months to 31 October  2023		Year to 30 April  2023		Six months to 31 October  2022
				Note	(unaudited)		(audited)		(unaudited)
					£		£		£
CONTINUING OPERATIONS
REVENUE					-		-		-
Administrative expenses					(145,466)		(524,653)		(100,946)
Loss on revaluation of investments					(35,000)		(754,673)		(50,333)
OPERATING LOSS					(180,466)		(1,279,326)		(151,279)
Finance income					5,378		220,932		181,479
Finance costs					(214,002)		(396,263)		(199,760)
LOSS BEFORE TAXATION					(389,090)		(1,454,657)		(169,560)
Taxation					-		-		-
LOSS FOR THE FINANCIAL PERIOD					(389,090)		(1,454,657)		(169,560)
Other Comprehensive Income					-		-		-
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD					(389,090)		(1,454,657)		(169,560)
Earnings per share
Basic and Diluted EPS (£)				3	(0.001)		(0.005)		(0.0008)

STATEMENT OF FINANCIAL POSITION

			As at 31  October  2023		As at 30 April 2023		As at 31 October  2022
	Note		(unaudited)		(audited)		(unaudited)
			£		£		£
ASSETS
NON-CURRENT ASSETS
Investments at FVTPL			5,425,861		100,327		800,000
Tangible fixed asset			602		859		1,117
			5,426,463		101,186		801,117
CURRENT ASSETS
Trade and other receivables			191,503		353,942		85,854
Investments at FVTPL			29,833		64,833		69,500
Financial assets at FVTPL			6,883,471		12,149,372		9,584,920
Cash and cash equivalents			104,618		149,169		79,435
			7,209,425		12,717,316		9,819,709
TOTAL ASSETS			12,635,888		12,818,502		10,620,826
EQUITY
Called up share capital	4		1,370,087		1,370,087		1,020,087
Share premium	4		10,741,249		10,741,249		7,933,038
Other reserves			567,698		567,698		463,014
Retained earnings	4		(5,759,276)		(5,370,186)		(4,085,089)
TOTAL EQUITY			6,919,758		7,308,848		5,331,050
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and interest			5,680,365		5,466,361		5,269,858
			5,680,365		5,466,361		5,269,858
CURRENT LIABILITIES
Trade and other payables			35,765		43,293		19,918
			35,765		43,293		19,918
TOTAL LIABILITIES			5,716,130		5,509,654		5,289,776
TOTAL EQUITY AND LIABILITIES			12,635,888		12,818,502		10,620,826

STATEMENT OF CASHFLOWS

		Six months to 31 October  2023		Year ended 30 April 2023		Six months to 31 October  2022
		(unaudited)		(audited)		(unaudited)
		£		£		£
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year		(389,090)		(1,454,657)		(169,560)
Adjustments for:
Depreciation		258		516		258
Loss on revaluation of fixed assets		35,000		754,673		50,333
Finance costs		214,002		396,263		199,760
Finance income		(5,378)		(220,932)		(181,479)
Share based payments		-		-		-
(Increase)/decrease in trade and other receivables		162,440		(254,469)		13,619
Increase/(decrease) in trade and other payables		(7,528)		10,494		(12,882)
Net cash used in operating activities		9,704		(768,112)		(99,951)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in convertible loan notes		(75,000)		(2,775,000)		(250,000)
Net cash used in investing activities		(75,000)		(2,775,000)		(250,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of ordinary shares		-		3,262,895		-
Proceeds from redemption of CLN		20,745		-		-
Net cash generated from financing activities		20,745		3,262,895		-
Net decrease in cash and equivalents		(44,551)		(280,217)		(349,951)
Cash and cash equivalents at beginning of period		149,169		429,386		429,386
Cash and cash equivalents at end of period		104,618		149,169		79,435

STATEMENT OF CHANGES IN EQUITY

		Share capital		Share premium		Other reserves	Retained earnings		Total Equity
		£		£		£	£		£
Balance as at 1 May 2022		1,020,087		7,933,038		463,014	(3,915,529)		5,500,610
Loss for the period		-		-		-	(169,560)		(169,560)
Total comprehensive loss for the period		-		-		-	(169,560)		(169,560)
Issue of share capital (net of issue costs)		-		-		-	-		-
Balance as at 31 October 2022		1,020,087		7,933,038		463,014	(4,085,089)		5,331,050
Loss for the period		-		-		-	(1,285,097)		(1,285,097)
Total comprehensive loss for the period		-		-		-	(1,285,097)		(1,285,097)
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 as at 30 April 2023		1,370,087		10,741,249		567,698	(5,370,186)		7,308,848
Loss in the period		-		-		-	(389,090)		(389,090)
Total comprehensive loss for the period		-		-		-	(389,090)		(389,090)
Issue of share capital		-		-		-	-		-
Balance as at 31 October 2023		1,370,087		10,741,249		567,698	(5,759,276)		6,919,758

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

1. GENERAL INFORMATION

The principal activity of the Company is to establish strategic and portfolio investment opportunities in Social Commerce, Life Sciences and Natural Resources.

WeCap plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 07603259). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS.

2. BASIS OF PREPARATION

These condensed interim financial statements for the period ended 31 October 2023 have been prepared in accordance with the Aquis rules for Companies.  As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2023, which have been prepared in accordance with UK-adopted International Accounting Standards.

The interim financial information set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006.  It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of the UK-adopted International Accounting Standards.  Statutory financial statements for the year ended 30 April 2023 were approved by the Board of Directors on 30 October 2023 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was unqualified.

3. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

		Six months to 31 Oct 2023	Year ended 30 April 2023	Six months to 31 Oct 2022
Earnings (£)		(389,090)	(1,454,657)	(169,560)
Weighted average number of shares (No.)		345,347,350	265,950,090	205,347,350
Effect of dilutive securities – options and warrants		23,362	23,362	96,387
		345,370,712	265,973,452	205,443,737
Basic Earnings per share (£)		(0.001)	(0.005)	(0.0008)
Diluted Earnings per share (£)		(0.001)	(0.005)	(0.0008)

4. CALLED UP SHARE CAPITAL

As at the end of the reporting period the issued share capital in the Company was as follows:

	At 31 October 2023 (unaudited)		At 30 April  2023 (audited)		At 31 October 2022 (unaudited)
	No.		No.		No.
Ordinary shares of £0.0025	345,347,350		345,347,350		205,347,350
Deferred shares of £0.2475	2,047,350		2,047,350		2,047,350

Equity comprises the following:

Share capital:  represents amounts subscribed for shares at nominal value

Share premium: represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

Retained earnings: represents the accumulated profits and losses attributable to equity shareholders.

Other reserves represents amounts attributable to share based payments with the fair value of these payments being measured at grant date and charged to the income statement. The corresponding entry is credited to other reserves.

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