IamFire Plc Audited Final Results For The Year Ended 30 April 2023

 
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: 
[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          (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 
 
 
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October 31, 2023 03:00 ET (07:00 GMT)