IamFire Plc Audited Final Results to 30 April 2021

 
TIDMFIRE 
 
IamFire plc 
                                  AQSE: FIRE 
                         ("IamFire" or the "company") 
 
                    Audited Final Results to 30 April 2021 
 
28 October 2021 
 
Strategic Report for the year ended 30 April 2021 
 
REVIEW OF BUSINESS 
 
I am pleased to be addressing the shareholders with the Strategic Report for 
the Year Ended 30 April 2021. The Company has broadened its investment 
policies, consolidated a number of compelling investments, raised capital 
through both debt and equity and continually looked to augment its Board of 
Directors as IamFire plc takes strides in developing as an Investment Issuer 
focused on delivering exposure to asset classes that the Board believes to 
offer opportunities to generate attractive returns on investment. 
 
It has been a highly active period for the Company to the year ended 30 April 
2021 and the Company has created two internal  investment divisions with which 
to execute the Company's investment mandate. 
 
The Directors of the Company do not recommend the payment of a dividend for the 
period to 30 April 2021. 
 
1. High Growth Investment Division (HG) 
 
The HG investment division focuses on companies that have reached a critical 
point of growth and need to access specialised capital investment, public 
market exits or trade sales. IamFire plc will look to opportunities globally 
where companies have robust balance sheets, strong growth profiles and 
management teams that can deliver without significant additional augmentation. 
 
2. Asset Augmentation Investment Division (AA) 
 
The AA investment division has been designed to look at distressed asset 
situations that IamFire plc can seek to augment through a broad-restructure, 
recapitalisation and through the injection of additional management and 
directors. 
 
Investments completed to the Year Ended 30 April 2021 Bio2pure Limited (10% 
Investment Interest) [HG] 
 
Bio2pure is a British biotechnology company with its manufacturing facility and 
R&D facilities in the Northwest of England. 
 
Its principal technology is an advanced bioremediation solution which has 
multiple applications including cleaning large and small bodies of water (lakes 
and ponds), increasing efficiency in wastewater and sewage treatment plants, 
land remediation and unblocking sewage drains. 
 
To date the technology has successfully treated over 1 trillion litres of 
water. As a result of the COVID-19 pandemic, the company is also researching 
the possibility of using some of its partners technology to combat the current 
risks caused by enveloped viruses including COVID-19 for the retail, industrial 
and medical markets. 
 
The company is chaired by Mr John Leat, an international businessman with over 
40 years of experience as a major project manager, investor and delegate, 
previously working for Sheikh Mohammed bin Rashid Al Maktoum. The science and 
technology have been pioneered by the founder and Chief Executive Officer, Dr 
Anthony Davies, who has worked in the field of biological treatments and 
processes for his entire career. 
 
Bio2pure two main technologies to support its corporate vision are: 
 
 1. Biotechnology through the deployment of proprietary "good" bacteria. This 
    hydrolytic enzyme technology has successfully treated over 1 trillion 
    litres of water. Hugely positive results have been observed in numerous 
    other projects including land remediation, unblocking of major drains, and 
    increasing the efficiency of wastewater plants throughout the world. 
 2. Chlorine Dioxide to eradicate viruses, bacteria and fungi using a stable 
    chlorine dioxide solution which is scientifically proven to enable 
    "Coronavirus Safe Zones" in public areas. Chlorine dioxide is confirmed to 
    eliminate 100% of coronavirus particles within 30 seconds. 
 
Acquisition of 10% Investment Interest in Bio2pure Limited. 
 
In July 2020, the Company entered a conditional option agreement providing the 
Company a period of exclusivity with certain of the shareholders of Bio2pure 
Limited to acquire, in aggregate, a 10% investment interest. The terms of the 
period of exclusivity entitled IamFire plc to conduct due diligence activities 
which included the Company conducting a site visit and  meeting with the team 
over a 45-business day period. 
 
The period of exclusivity was capitalised through a unique mutual meeting of 
minds whereby IamFire plc made a donation to the World Water Crisis [https:// 
worldwatercrisis.org/] with the donation being matched by Bio2pure Limited, 
reflecting the commitment both corporates have in supporting a global objective 
of what Bio2pure term as, 'water neutrality'. 
 
After a successful period of evaluation, including the provision of a valuation 
opinion to support the Directors decision, the Company elected to exercise 
their rights under the period of exclusivity to acquire, in aggregate, a 10% 
investment interest in Bio2pure. The consideration payable for the investment 
interest was satisfied through the issuance of 4,000,000 ordinary shares of 
IamFire plc at an issue price of 20 pence per share and 1,000,000 warrants with 
a strike price of 40 pence per share and a life to expiry of 2-years from 
admission of the consideration shares. 
 
Bio2pure Corporate Developments 
 
July 2020: Appointment of Dr Martin Blake to Bio2pure Limited 
 
Dr Martin Blake is an award-winning visionary thought leader and strategist 
with 35 years practical experience at an executive level. He is a company 
director, speaker and mentor with specialist expertise in board direction, 
governance and futuring. 
 
He holds a working portfolio of board directorships and advisory roles 
encompassing the USA, Europe, Middle East, Asia and Australia. He is the owner 
of Blake Advisory, a Strategic Advisor to the Board of Blue Planet 
Environmental Services, an Associate Director of Future Smart Strategies, a 
Strategic Partner at IAQ Consultants, and a Non-Executive Director of PearTrack 
Security Systems Inc. 
 
Dr Blake chairs and advises a multitude of strategic groups, all focused on the 
development and deployment of innovative business models. He is an Adjunct 
Professor of Sustainable Business Development at both Griffith University and 
the University of Southern Queensland, and is also a Visiting Fellow at the 
Business School of the University of Hull in the UK. 
 
Dr Blake is internationally recognised as having designed and deployed one of 
the most successful organizational change management programmes in the world, 
saving millions of pounds annually for users and winning multiple National and 
International awards. 
 
August 2020: Launch of Covipure 
 
Bio2pure recently launched a Coronavirus killing disinfectant called Covipure 
based on a disinfectant used in treating water to drinking level standard. The 
independent test results have demonstrated that CoviPureT is: 
 
  * 100% effective at killing Coronavirus in under 60 seconds 
  * 100% effective at killing other viruses and bacteria including Influenza, 
    Ebola, HIV, Hepatitis C, and E-coli 
  * Fully Derm tested meaning any contact with hands/skin will not produce any 
    adverse reactions also meaning no protective equipment is needed. 
 
The product is based on a stable chlorine dioxide formulation. It is applied to 
surfaces which can be sprayed or wiped with cloth material on metal, plastic 
and marble surfaces. As an aerosol it can be sprayed within an enclosed space 
(e.g. an aeroplane). Bio2Pure has also defined a visible safety standard to be 
displayed in environments treated by CoviPure allowing the general public and 
workforce to feel safe in the knowledge that the environment is free from 
Coronavirus. The company is recommending this "Standard" to be shown on treated 
hotel rooms, rental cars, shops, restaurants, trains, aeroplanes and many more 
areas. 
 
October 2020 - February 2021: Tender in India 
 
In October 2020, Bio2pure were invited to India by World Water Crisis and 
Friends of Bengal to provide solutions to treat 83,000 litres of polluted 
water. In the months leading to the end of the year and during the pandemic, 
following all safety protocols, the Bio2pure team carried out assessments of 
multiple ponds in Bengal, India and commenced treatment. The company conducted 
this treatment in conjunction with the World Water Crisis and Friends of Bengal 
to monitor the results and provide on-going support. 
 
In February, the Bio2pure technology used to treat contaminated ponds in 
Bengal, India was reported by the World Water Crisis as, "Exceeding 
Expectations". The World Water Crisis were so encouraged by the results of the 
technology of Bio2pure that the charity is currently raising capital to support 
the implantation of this technology on a more permanent basis. 
 
February 2021- 30 April 2021: Corporate Developments 
 
To the year end, Bio2pure has focused on locking in a number of commercial 
contracts to provide their proprietary technology to a number of sites across 
India and has raised further capital to support this corporate initiative. 
Bio2pure limited have also stated that they are actively preparing to undertake 
a go-public transaction whether that be through a merger, Reverse Takeover or 
traditional IPO. 
 
The proprietary technology developed by the founder, Dr Anthony Davies has been 
developed over some 20 years and has been applied in differing industry classes 
such as cleaning and generated over £10,000,000 in revenue. Dr Davies has 
augmented and pivoted the technology to be directed at delivering "water 
neutrality" that has an ethical balance of strong commercial return for 
Bio2pure but at an affordable and accessible price point for areas in the world 
in need of a cost-effective solution. 
 
More information can be found at the Bio2pure website [https://bio2pure.com/], 
including a detailed overview of a number of commissioned case studies 
completed by Bio2pure, https://bio2pure.com/case-studies/ . 
 
Evrima plc (AQSE: EVA) [AA] 
 
Evrima plc (formerly Sport Capital Group plc, NEX: SCG) was subject to a 

re-capitalisation and corporate restructure in July 2020 led by Burns Singh 
Tennent-Bhohi (a Director of the IamFire as at year end but not as at this 
report, who also joined the Board of Evrima as CEO). The Company subscribed for 
1,000,000 new ordinary shares at a subscription price of 3 pence per share. 
Under the terms of the subscription the Company also holds 1,000,000 warrants 
with a strike price of 6 pence per share and a life to expiry of 3-years from 
admission of the placing shares. Should IamFire plc elect to exercise their 
warrant entitlement in full then the Company shall be issued 1,000,000 
'replacement warrants' with a strike price of 12p and a life to expiry of 
3-years from date of grant. 
 
As at 30 April 2021, Evrima PLC's share price was 6 pence per share against a 
subscription price of 3 pence per share. 
 
Evrima Plc is an investment issuer focused on the identification of base metal 
and industrial metal opportunities in Botswana and as at the company's year-end 
has amassed a portfolio of investment interests providing diverse exposure to 
assets at varying stages in a projects life cycle from exploration to 
development and pre-production. 
 
Evrima's Investment Interests as at 30.04.2021: 
 
Premium Nickel Resources (PNR) 
 
No. of Shares EVA Hold: 1,000,000 
 
% of Share capital: 1.37% 
 
PNR is a private Canadian company that provides direct exposure to 
nickel-copper-cobalt ("Ni-Cu-Co") opportunities in the southern African region 
(principally, Botswana). PNR submitted an Indicative Offer ("IO") to the BCL 
Liquidator in June 2020 to acquire the former producing BCL Selebi-Phikwe 
Mining Complex and the Tati Nickel Mining Corporation ("TNMC") Operations as 
well as regional exploration joint ventures on highly prospective Ni-Cu-Co 
projects located in north-eastern Botswana. 
 
PNR was selected as the preferred bidder to acquire the assets formerly owned 
by BCL Limited and TNMC on February 10, 2021. On March 24, 2021, PNR completed 
the Exclusivity Memorandum of Understanding ("MOU") with the Liquidator for the 
ongoing six-month exclusivity period to complete additional work and related 
Asset Purchase Agreements (see News Release Dated March 24, 2021). Negotiations 
are ongoing to finalize terms on the prioritized assets that will be included 
in the Asset Purchase Agreement. 
 
The BCL operations at Selebi-Phikwe are comprised of a mining complex, a 
concentrator and a processing facility, as well as other supplementary assets 
and infrastructure such as rail line, tailings facilities, and employee 
housing. Shaft sinking and plant construction started in 1970 and open pit 
mining commenced at Phikwe in 1972. Throughout the mine's life the various 
deposits, over a 14 km strike length, have been mined by open pit and various 
underground mining methods. Mining concluded in October 2016 when the 
operations were placed on care and maintenance due to a failure in the smelter. 
PNR's redevelopment plan is based on a re-characterization of the remaining 
resources and the ability to produce two separate commercial concentrates (a Cu 
concentrate and a separate Ni-Co concentrate). 
 
Underground Selebi-Phikwe Remaining reserves and resources at 31 December, 2016 
 
Proven & Probable Mineral Reserves 49 Mt @ 0.61% Ni, 0.68% Cu; 
 
Indicated & Inferred Mineral Resources 35 Mt @ 0.82% Ni, 0.92% Cu 
 
The TNMC Operations are comprised of two mines and a processing plant situated 
65 km south-east of town of Francistown, and 75 km north of the BCL Operations 
at Selebi-Phikwe. Underground production at Selkirk of high-grade massive 
sulphides between 1989 to 2002 produced 1 million tonnes @ 2.6% Ni and 1.5% Cu 
that was direct shipped to the BCL Smelter. A large volume of disseminated 
Ni-Cu mineralization surrounds the higher-grade Selkirk mineralization is being 
evaluated as a potential open pit development. The Phoenix open pit mine and 
processing plant began operations in 1995. The operations were put on care and 
maintenance in early 2016. 
 
Open Pit TNMC Remaining reserves and resources at 31 December, 2016 Proven & 
Probable Mineral Reserves 17.8 Mt @ 0.19% Ni, 0.13% Cu; Indicated & Inferred 
Mineral Resources 234 Mt @ 0.22% Ni, 0.23% Cu Kalahari Key Minerals Exploration 
(pty) Limited 
 
Evrima plc are the second largest shareholder of KKME, holding 19.6% of its 
share capital. 
 
KKME is a private mineral exploration company registered in Botswana, engaged 
in the development of its Nickel-Copper-Platinum Group Metals (Ni-Cu-PGM) 
project called the Molopo Farms Complex ("MFC"). 
 
The KKME opportunity developed from a recognition that no historical 
exploration targeting "feeder" styles of Ni-Cu-PGE mineralisation had been 
completed within the Molopo Farms ultramafic complex. The founder's group of 
four seasoned metals explorers identified a number of prospecting licences over 
a prospective geological feature often associated with feeder-style deposits. 
The exploration work conducted to date by KKME continues to support the 
prospectively of the licence area and a series of exciting targets has been 
identified for a proposed drilling campaign. 
 
In 2020, KKME has been completing preparations for a scheduled maiden drill 
campaign. Through the course of the year the technical work and studies have 
included: ground geo-physics to understand the most conductive targets, an AMT 
survey and, arguably most significantly, KKME has successfully submitted its 
Environment Impact Statement resulting in approval of a proposed drilling 
programme on the MFC. 
 
Convertible Loan Agreement with WeShop Limited & £5,589,039.48 raise via 
Discounted Capital Bond WeShop Limited: Background 
 
WeShop is a social commerce platform which allows users to seek advice on and 
promote products which they own and love 
 
amongst their trusted social networks. To date it has deployed over £10m on the 
technology and is led by an experienced team including: Non-Executive Chairman 
and co-founder, Matthew Hammond, currently Managing Director and CFO of 
mail.ru, listed on the London Stock Exchange with a market capitalisation of 
circa $6.5bn, Chief Executive Officer, Paul Ellerbeck formerly of DMGT group 
and EasyProperty, along with non-executive directors Baroness Michelle Mone, 
Leo Mansell and most recently Yoav Keren (CEO of Brandshield). 
 
IamFire plc subscribed for £4,500,000 of a £9,000,000 Convertible Loan 
Agreement with WeShop Limited 
 
The Underlying terms of the CLA are: 
 
  * Interest rate of 8% per annum for a 36 month period 
 
  * Unsecured with no debenture 
 
  * Conversion triggers include an IPO, an exit or further funding rounds 
 
  * Conversion would occur at a 20% discount to the price of the conversion 
    event 
 
The Discounted Capital Bond 
 
In order for the Company to proceed with the terms of the CLA, IamFire plc 
successfully raised  gross proceeds of, 
 
£5,589,039.48 by way of a Discounted Capital Bond ("DCB"). The Discounted 
Capital Bond has been issued by Hawk Investment Holdings Limited ("The 
Bondholder"). 
 
  * Issue price of the DCB was, 78.73% resulting in net proceeds of, £ 
    4,400,250.78 
 
  * The DCB shall have no fixed coupon on the basis that the grossed-up figure 
    has been issued on a discounted basis resulting in, £5,589,039.48 payable 
    upon maturity 
 
  * The Bond shall mature on 25th August 2023 and during this period shall be 
    secured against the assets of the Company by way of a debenture 
 
  * The terms of the Bond do not allow for conversion to equity 
 
  * IamFire plc shall have the right under the terms of the DCB to early 
    redemption during or before the end of the second anniversary 
 
Corporate Finance & Directorate Changes during to the Year Ended 30 April 2021 
 
June 2020 - Equity Financing 
 
In June 2020, the Company successfully completed an equity financing raising 
gross proceeds before expenses of £500,000. The financing was supported by a 
combination of existing shareholders, Ultra High Net Worth's, and Private 
Family Offices. 
 
July 2020 - Appointment of Non-Executive Chairman, Marc T Bamber 
 
Mr Bamber is a Global Corporate Financier, with over 20-years' experience in 
the Hedge Fund Sector, Capital Markets, Private & Institutional Investments and 
Investor Communications & Marketing sectors. Marc was a core member of the 
multiple award winning RAB Special Situations Fund that delivered net returns 
of 50x to investors with circa. US$2.8Bn in Assets Under Management (AUM) in 
just under five years. Marc is very active in the international markets and 
works with a number of Toronto & London-Listed companies in senior management 
roles. Mr Bamber resigned on 21/09/2021. 
 
September 2020 - Resignation of Noel Lyons 
 
In September 2020, Noel Lyons resigned from the Board of Directors. Noel was on 
the Board whilst the Company was an investment issuer named Karoo Energy, 
seeking to develop mineral interests in Botswana and helped the Company 
transition from the corporate restructure and recapitalisation that took place 
in October 2019. 
 
Mr S Barblett and Mr J Taylor were appointed as directors after 30 April 2021 
but prior to the date of this report. 
 
POST YEAR REVIEW 
 
The Company continues to develop its investment strategy, through the review 
and evaluation of opportunities that are deemed to fit the internal investment 
mandates that have been established. 
 
With a robust portfolio of investment interests and debt instruments providing 
exposure consistent with our investment policy, the Company is well positioned 
as a number of the Company's investees progress to points of inflection that 
have the ability to generate substantive returns for IamFire plc. 
 
Equity Finance completed: September 2021 
 
On 21 September 2021 the Company successfully raised gross proceeds before 
expenses of £369,000 with the Company's corporate broker, Peterhouse Capital 
through the issue of 12,300,000 new ordinary shares. 
 
Directorate Changes: September 2021 
 

On 21 September 2021, the Company appointed Mr Sandy Barblett and Mr John 
Taylor to the Board of Directors. Sandy Barblett will join the Board as 
Non-Executive Chairman and John Taylor as Executive Director. 
 
In conjunction with these appointments Mr Burns Singh Tennent-Bhohi & Mr Marc T 
Bamber retired as Directors of the Company. 
 
ON BEHALF OF THE BOARD: 
 
.......................................................................... 
 
Mr J Ross - Director 
 
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 7469 0930 (Direct) 
 
Corporate Broker: 
 
Lucy Williams: [phone] 
Duncan Vasey: [phone] (Direct) 
 
Statement of Profit or Loss 
 
for the year ended 30 April 2021 
 
                                                                        2021     2020 
                                                                           £        £ 
CONTINUING OPERATIONS 
 
Other operating income                                                     -  254,913 
 
Gain/loss on revaluation of                                           30,000        - 
investments 
 
Administrative expenses                                           (323,025 ) (138,205 
                                                                                    ) 
 
OPERATING (LOSS)/PROFIT 
                                                                  (293,025 )  116,708 
 
Finance costs                                                     (273,584 )        - 
 
Finance Income                                                       244,616        8 
 
(LOSS)/PROFIT BEFORE TAXATION 
                                                                  (321,993 )  116,716 
 
Taxation                                                                   -        - 
 
(LOSS)/PROFIT FOR THE YEAR 
                                                                  (321,993 )  116,716 
 
 
Earnings per share expressed 
in pence per share: 
 
Basic                                                                 (1.06)     1.62 
 
Diluted                                                               (1.06)     1.12 
 
 
 
                                                                        2021    2020 
                                                                           £       £ 
 
(LOSS)/PROFIT FOR THE YEAR                                        (321,993 ) 116,716 
 
OTHER COMPREHENSIVE INCOME                                                 -       - 
 
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 
                                                                             116,716 
                                                                  (321,993 ) 
 
 
Statement of Financial Position 
 
30 April 2021 
 
                                                                       2021        2020 
 
                                                                          £           £ 
 
ASSETS 
 
NON-CURRENT ASSETS 
 
Investments at FVTPL                                                814,677           - 
 
CURRENT ASSETS 
 
Trade and other receivables                                          12,890      29,852 
 
Investments at FVTPL                                                 60,000           - 
 
Cash and cash equivalents                                             8,871       1,079 
 
Financial assets at FVTPL                                         4,793,456           - 
 
 
                                                                  4,875,217      30,931 
 
TOTAL ASSETS 
                                                                  5,689,894      30,931 
 
EQUITY 
 
SHAREHOLDERS' EQUITY 
 
Called up share capital                                             593,504     526,733 
 
Share premium                                                     3,708,120   2,344,890 
 
Retained earnings                                               (3,383,089) (3,061,096) 
 
TOTAL EQUITY 
                                                                    918,535   (189,473) 
 
LIABILITIES 
 
NON-CURRENT LIABILITIES 
Financial liabilities - 
borrowings 
 
Interest bearing loans and                                        4,673,835           - 
borrowings 
 
CURRENT LIABILITIES 
 
Trade and other payables                                             97,524     220,404 
 
TOTAL LIABILITIES 
                                                                  4,771,359     220,404 
 
TOTAL EQUITY AND LIABILITIES 
                                                                  5,689,894      30,931 
 
 
Statement of Changes in Equity for the year ended 30 April 2021 
 
                                      Called up 
                                          share       Retained     Share         Total 
                                        capital       earnings   premium        equity 
                                              £              £         £             £ 
 
Balance at 1 May 2019                   511,837     (3,177,812 2,231,786    (434,189 ) 
                                                             ) 
 
 
Changes in equity 
Profit for the year                           -                        - 
                                                       116,716                 116,716 
 
Total comprehensive income                    -                        - 
                                                       116,716                 116,716 
 
Issue of share capital                   14,896              -   113,104       128,000 
 
Balance at 30 April 2020                526,733                2,344,890 
                                                    (3,061,096              (189,473 ) 
                                                             ) 
 
 
Changes in equity 
Loss for the year                             -                        - 
                                                    (321,993 )              (321,993 ) 
 
Total comprehensive income                    -                        - 
                                                    (321,993 )              (321,993 ) 
 
Issue of share capital                   66,771              - 1,363,230     1,430,001 
 
Balance at 30 April 2021                593,504                3,708,120 
                                                    (3,383,089                 918,535 
                                                             ) 
 
Statement of Cash Flows 
 
for the year ended 30 April 2021 
 
                                                                        2021     2020 
                                                                           £        £ 
Cash flows from operating 
activities 
 
Cash generated from                                               (453,375 ) (131,322 
operations                                                                          ) 
 
Net cash from operating 
activities                                                        (453,375 ) (131,322 
                                                                                    ) 
 
 
Cash flows from investing 
activities 
Purchase of fixed asset                                            (45,000 )        - 
investments 
 
Interest received                                                         13        8 
 
Investment in convertible                                        (4,527,161)        - 
loan notes 
 
Net cash from investing 
activities                                                       (4,572,148)        8 
 
 
Cash flows from financing 
activities 
Amount introduced by                                                   3,315    3,159 
directors 
 
Share issue                                                          630,000  128,000 
 
Issue of discounted capital                                        4,400,000 
bond 
 
Net cash from financing 
activities                                                         5,033,315  131,159 
 
 
 
Increase/(decrease) in cash and cash equivalents      7,792 
Cash and cash equivalents at beginning of                                      (155) 
 
year                                                  1,079                    1,234 
 
Cash and cash equivalents at end of year              8,871 
                                                                               1,079 
 
 
 
END 
 
 

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October 28, 2021 02:00 ET (06:00 GMT)