Interim Results to 31 October 2024

31 January 2025

WeCap plc

                                                                                                  AQSE: WCAP

(“WeCap” or the “Company”)

UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2024

CHAIRMAN’S STATEMENT

I am pleased to present the interim results for WeCap plc (AQSE: WCAP) for the period of 1 May 2024 to 31 October 2024.  The Company’s strategy remains to hold its current investments with a view to realising value for our shareholders.  The Company has 2 primary holdings which are outlined as follows:

WeShop Holdings Limited

About WeShop®

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, which over time will become majority owned by the community that uses it. Users can shop at over 500 top UK retailers & earn shares in WeShop on every purchase.  Users access the platform via the WeShop app or at We.Shop website.

Uniquely, WeShop pioneers the mantra of share democratisation delivered through its revolutionary “ShareBack” mechanism.  This results in members using the platform earning shares in the company with each purchase, successful recommendation of products to their network or introduction of new members to the community.

WeShop has pledged to distribute the majority of the company to its user community as a reward for transactional activity via the platform. It is the underlying principle of WeShop that the community which creates value in any social platform, should be rewarded for its usage through ownership.

Listing Process

WeShop is in the process of listing on a recognised stock exchange. Post period end, WeCap has made the following announcements in relation to its listing process as follows:

• On 19 November 2024, WeShop confirmed that as part of its listing process on a recognised stock exchange, its audited accounts for the 12-month periods ending 31 December 2022 and 31 December 2023 have been signed off by their US auditor which is Public Company Accounting Oversight Board ("PCAOB") compliant. The PCAOB regulates the audits of public companies in order to promote investor protection and further the public interest in the preparation of informative, accurate and independent audit reports.

• On 24 December 2024, WeShop confirmed it had submitted a draft "Registration Statement" on Form "F-1" to the Securities and Exchange Commission (the "SEC") relating to the proposed direct listing of its ordinary shares. The direct listing is expected to take place after the SEC completes its review process, subject to market and other conditions.

In addition to the filing of the SEC Form F1, WeShop reported as follows:

• WeShop has now partnered with over 1,500 retailers across North America including Walgreens, Walmart, Macy's, Sam's Club, Best Buy, Levi's and Kohl's.
• WeShop recently reported Gross Merchandise Sales of over £100,000,000 in the proof of concept in the United Kingdom.
• Multi-territory platform in final stages of testing with quality assurance.
• System security penetration tests have been successfully completed by an independent company.

The proposed listing of WeShop will unlock the next and seminal step in the WeShop journey and open up new global territories for the WeShop app.

WeCap Exposure to WeShop

At period end (31 October 2024), WeCap held Convertible Loan Notes (“CLNs”) directly in WeShop resulting from its subscription of £7.75m.  In addition, WeCap had a 23.5% equity shareholding in Community Social Investments Limited (“CSIL”) whose sole asset is 8,333,333 shares in WeShop. 

WeCap’s position at period end is summarised 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 into 1,333,333 shares in WeShop
£3.75m CLN in WeShop	£2 per share in WeShop	Any point up to 24 November 2024	Converts into 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

Post period end, on 25 November 2024, WeCap announced that it had converted all CLNs it held in WeShop into 3,208,333 new ordinary shares (“Conversion Shares”). Following the conversion of these CLNs, WeShop now has 31,937,969 ordinary shares in issue.  The WeCap equity interest therefore represents approximately 10.05% of the WeShop issued share capital.

In addition to the equity holding outlined above, should CSIL make a distribution in specie of its WeShop shares to CSIL’s shareholders, the Directors believe that WeCap would receive up to a further 1,958,333 new ordinary shares in WeShop, increasing WeCap’s equity interest in WeShop to a total of 5,179,090 ordinary shares representing approximately 16.2% of WeShop’s issued share capital.

Based on the issue price of WeShop’s ordinary shares in the last equity raise completed by WeShop at £4.76 per share, the see through value of WeCap exposure in WeShop would be approximately £24.6m.

Discounted Capital Bond

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. This was previously extended to 24 November 2024.

Post period end, on 25 November 2024, WeCap announced that by mutual agreement with the bond holder the repayment date of the DCB has been extended by a further 18 months to 24 May 2026.  The DCB will continue to accrue interest on the same terms. The amount due under the DCB at maturity stands at £6,965,000.  

Bio2pure

Bio2pure has developed technology to clean polluted waterways, particularly in developing countries.  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 this market and make its initial entry into Southeast Asia. WeCap currently owns 10% of the issued share capital of Bio2pure which is being held at a carrying value of nil.

Subscription and Board Changes

Post period end, on 17 December 2024, the Company announced that it had raised £172,000 before expenses through a subscription for an aggregate of 20,235,294 new ordinary shares of 0.25p each (“Subscription”) at a price of 0.85 pence per share (“Subscription Shares”). The Subscription Shares were allotted to both new and existing sophisticated investors.

In addition, the Company announced the appointment of Tom Richardson to the Company's board of directors as Non-Executive Chairman.

Tom has over 25 years of experience across banking and oil & gas. He is currently Chairman of two listed Companies, Fenikso and Coro Energy Plc. Prior to joining Fenikso, Tom served as CEO of two private companies in the natural resources and infrastructure sector. He was also CFO of Nostrum Oil & Gas Plc, a UK premium listed company. Prior to joining Nostrum, Tom worked for ING, JP Morgan and NM Rothschild, covering investment banking, capital markets and credit derivatives.

In addition, Sandy Barblett assumed the role of Executive Director with John Taylor becoming a Non-Executive Director of the Company. Fiona Wilmot retired as a Non-Executive Director but continues to cover the finance function and Company Secretary roles through a consultancy arrangement with Orana Corporate.

Fiona’s contribution as a Director has been invaluable and the Company remains well served with her continuing to cover the vital finance and governance functions.

Financial Review

The Company’s financial results for the six months ended 31 October 2024 show a loss of £379,203 (2023: loss of £389,090) which includes administrative costs of £133,388 (2023: £145,466), revenue of £nil (2023: £nil), finance income of £7,568 (2023: £5,378) and finance costs of £235,383(2023: £214,002), related primarily to accrued interest on the Discounted Capital Bond.

As at 31 October 2024, the Company had cash reserves of £11,651 (2023: £104,618).  These have since been bolstered through the recent equity fundraise.

The 2024 interim financial report of the Company has not been audited or reviewed by the Company's auditor, Edwards Veeder (UK) Limited.

Outlook

WeShop's filing of SEC Form 1 and its proposed listing on a recognised stock exchange is a very significant event and we congratulate the WeShop team on achieving this major milestone. 

The Directors believe that a successful listing of WeShop would represent a transformational value event for WeCap.

The Board looks forward to updating the market on further progress from our primary holding in WeShop and we thank our shareholders for their continued support. 

Tom Richardson

Non-Executive Chairman

31 January 2025

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

Enquiries:

Company:

[e-mail]

Corporate Advisor:

Peterhouse Capital Limited + 44 (0) 20 7469 0930 (Direct)

Corporate Broker:

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

STATEMENT OF COMPREHENSIVE INCOME

					Six months to31 October 2024		Year to 30 April 2024		Six months to 31 October 2023
				Note	(unaudited)		(audited)		(unaudited)
					£		£		£
CONTINUING OPERATIONS
REVENUE					-		-		-
Administrative expenses					(133,388)		(301,755)		(145,466)
Loss on revaluation of investments					(18,000)		(123,327)		(35,000)
OPERATING LOSS					(151,388)		(425,082)		(180,466)
Finance income					7,568		9,500		5,378
Finance costs					(235,383)		(448,100)		(214,002)
LOSS BEFORE TAXATION					(379,203)		(863,682)		(389,090)
Taxation					-		-		-
LOSS FOR THE FINANCIAL PERIOD					(379,203)		(863,682)		(389,090)
Other Comprehensive Income					-		-		-
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD					(379,203)		(863,682)		(389,090)
Earnings per share
Basic and Diluted EPS (£)				3	(0.009)		(0.002)		(0.001)

STATEMENT OF FINANCIAL POSITION

			As at 31 October 2023		As at 30 April 2024		As at 31 October 2023
	Note		(unaudited)		(audited)		(unaudited)
			£		£		£
ASSETS
NON-CURRENT ASSETS
Investments at FVTPL			5,400,537		5,400,537		5,425,861
Tangible fixed asset			86		344		602
			5,400,623		5,400,881		5,426,463
CURRENT ASSETS
Trade and other receivables			46,600		87,935		191,503
Investments at FVTPL			23,833		41,833		29,833
Financial assets at FVTPL			7,750,000		7,771,692		6,883,471
Cash and cash equivalents			11,651		49,035		104,618
			7,832,084		7,950,495		7,209,425
TOTAL ASSETS			13,232,707		13,351,376		12,635,888
EQUITY
Called up share capital	4		1,538,754		1,538,754		1,370,087
Share premium	4		11,480,839		11,480,839		10,741,249
Other reserves			608,782		608,782		567,698
Retained earnings	4		(6,613,071)		(6,233,868)		(5,759,276)
TOTAL EQUITY			7,015,304		7,394,507		6,919,758
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and interest			6,149,844		5,914,461		5,680,365
			6,149,844		5,914,461		5,680,365
CURRENT LIABILITIES
Trade and other payables			67,559		42,408		35,765
			67,559		42,408		35,765
TOTAL LIABILITIES			6,217,403		5,956,869		5,716,130
TOTAL EQUITY AND LIABILITIES			13,232,707		13,351,376		12,635,888

STATEMENT OF CASHFLOWS

		Six months to 31 October 2024		Year ended 30 April 2024		Six months to 31 October 2023
		(unaudited)		(audited)		(unaudited)
		£		£		£
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year		(379,203)		(863,682)		(389,090)
Adjustments for:
Depreciation		258		515		258
Loss on revaluation of fixed assets		18,000		123,327		35,000
Finance costs		235,383		448,100		214,002
Finance income		(7,568)		(9,500)		(5,378)
(Increase)/decrease in trade and other receivables		41,335		191,005		162,440
Increase/(decrease) in trade and other payables		25,151		(884)		(7,528)
Net cash used in operating activities		(66,644)		(111,119)		9,704
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in convertible loan notes		-		(975,000)		(75,000)
Redemption of convertible loan notes		29,260		36,645		-
Net cash used in investing activities		29,260		(938,355)		(75,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of ordinary shares		-		949,340		-
Proceeds from redemption of CLN		-		-		20,745
Net cash generated from financing activities		-		949,340		20,745
Net decrease in cash and equivalents		(37,384)		(100,134)		(44,551)
Cash and cash equivalents at beginning of period		49,035		149,169		149,169
Cash and cash equivalents at end of period		11,651		49,035		104,618

STATEMENT OF CHANGES IN EQUITY

		Share capital		Share premium		Other reserves	Retained earnings		Total Equity
		£		£		£	£		£
Balance as at 1 May 2023		1,370,087		10,741,249		567,698	(5,370,186)		7,308,848
Loss for the period		-		-		-	(389,090)		(389,090)
Total comprehensive loss for the period		-		-		-	(389,090)		(389,090)
Issue of share capital (net of issue costs)		-		-		-	-		-
Balance as at 31 October 2023		1,370,087		10,741,249		567,698	(5,759,276)		6,919,758
Loss for the period		-		-		-	(474,592)		(474,592)
Total comprehensive loss for the period		-		-		-	(474,592)		(474,592)
Issue of share capital (net of issue costs)		168,667		780,674		-	-		949,341
Grant of options/warrants		-		(41,084)		41,084	-		-
Balance as at 30 April 2024		1,538,754		11,480,839		608,782	(6,233,868)		7,394,507
Loss in the period		-		-		-	(379,203)		(379,203)
Total comprehensive loss for the period		-		-		-	(379,203)		(379,203)
Issue of share capital (net of issue costs)		-		-		-	-		-
Balance as at 31 October 2024		1,538,754		11,480,839		608,782	(6,613,071)		7,015,304

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 25 Eccelston Place, London SW1W 9NF.

2. BASIS OF PREPARATION

These condensed interim financial statements for the period ended 31 October 2024 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 2024, 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 2024 were approved by the Board of Directors on 31 October 2024 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was qualified.

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 2024	Year ended 30 April 2024	Six months to 31 Oct 2023
Earnings (£)		(379,203)	(863,682)	(389,090)
Weighted average number of shares (No.)		418,014,017	370,300,775	345,347,350
Effect of dilutive securities – options and warrants		-	-	23,362
		418,014,017	370,300,775	345,370,712
Basic Earnings per share (£)		(0.009)	(0.002)	(0.001)
Diluted Earnings per share (£)		(0.009)	(0.002)	(0.001)

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 2024(unaudited)		At 30 April  2024(audited)		At 31 October 2023(unaudited)
	No.		No.		No.
Ordinary shares of £0.0025	418,014,017		418,014,017		345,347,350
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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