IamFire Plc - Fundraising and Directorate Changes

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY IMAFIRE 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.

IamFire plc

AQSE: FIRE

(“IamFire plc” or the “Company”)

Results of Fundraise

Directorate Changes

Particulars of the RIS

1. The Equity Financing
2. Directorate Change & Appointments
3. Directors Participation and Related Party Disclosure
4. Incoming & Leaving Directors Statements
5. Admission and Total Voting Rights

1. Equity Financing

IamFire plc is pleased to announce that it has raised £369,000 before expenses through a placing (the “Placing”) of 12,300,000 new ordinary shares of 0.1 p each at 3 pence per share (the “Placing Shares”), conditional upon admission of the Placing Shares to trading on AQSE Growth Market.

Alongside each Placing Share subscribed, subscribers will receive warrants to subscribe for one additional new ordinary share, exercisable at 10 pence per share for a period ending three years from the date of admission to AQSE Growth Market of the Placing Shares.

IamFire plc has issued Peterhouse Capital 200,000 Broker Warrants with a strike price of 10p and a life to expiry of 3-years from admission of the Placing Shares as part of the consideration in relation to the Placing.

2. Directorate Changes & Appointments

The Company is also pleased to announce the appointments of Mr John Taylor and Mr Sandy Barblett.  John Taylor will join the Board as Executive Director & Sandy Barblett who will join the Board as Non-Executive Chairman. Neither John Taylor nor Sandy Barblett has any interest in the share capital of IamFire plc.

Mr John Taylor (Executive Director)

John's most recent focus has been on assisting small cap listed companies with their development. Prior to this, he spent 18 months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of Lieutenant Colonel. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence.

John is Chairman of both Asimilar Group plc, an AIM quoted investing company focused on high growth potential companies in the disruptive tech space, and Quetzal Capital plc, an AQSE Growth Market quoted investment company focused on high growth companies in the technology, eCommerce and lifestyle sciences sectors.  He is also Executive Director of TECC Capital Plc, a SPAC recently listed on AQSE.  In addition, John is a non-executive director of AIM quoted BrandShield Systems Plc, a brand protection software business.  He is a former non-executive director of AIM quoted Pathfinder Minerals Plc, Sabien Technology Group plc, an AIM quoted provider of energy reduction technologies and Bidstack Group Plc, the AIM quoted in-game advertising company.

Current Directorships/Partnerships	Past Directorships/Partnerships
Ugly Panda LLP	Bidstack Group plc
Asimilar Group plc	Sabien Technology Group plc
Brandshield Systems plc	AS Group Ventures Inc
	Pathfinder Minerals plc
Ignis Capital plc	IM Minerals Limited
Quetzal Capital plc TECC Capital plc	Blenheim Natural Resources Limited

Except as set out above, there is no further information regarding John Taylor, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

Mr Alexander (Sandy) John Barblett (Non-Executive Chairman)

Sandy has over 25 years of senior management experience across numerous sectors. He sits as a director and advises companies, both private and listed, in relation to raising private equity and general fundraising, admission onto public markets, strategy and management selection. He spent 10 years in senior management working for former FTSE250 technology company, Pace plc, including overseas assignments in the USA and Hong Kong.

Sandy is a founder and former director of AIM listed Capital Metals plc and a former non-executive director of Two Shields Investments plc. Sandy is currently Chairman of Aquis listed Rogue Baron plc, recently listed SPAC, TECC Capital plc and LSE listed East Star Resources plc. Sandy has a Bachelor of Business from Curtin University of Technology in Perth, Australia, and a Bachelor of Laws from the University of Queensland.

Current Directorships/Partnerships	Past Directorships/Partnerships
East Star Resources plc	Brandshield Systems plc
Arwon Capital (UK) Limited	Capital Metals Limited
Ironbridge Capital Partners LLP	Monterey Mining Group Limited
Rottnest Foundation London	Solo Oil plc
Chapter Limited	Brighton Metals Limited
Rogue Baron plc	Blenheim Natural Resources Limited
EnviroStream Limited

Except as set out above, there is no further information regarding Sandy Barblett, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

In conjunction with these appointments, Mr Burns Singh Tennent-Bhohi & Mr Marc T Bamber will retire their Directorships, effective immediately.

3. Directors Participation & Related Party Disclosure

The participations of Burns Singh Tennent-Bhohi & Marc T Bamber in the Placing represent dealings in the capital of the Company by the retiring Directors.

Upon allotment of the Placing Shares the shareholdings of the participating, retiring Directors and the related parties mentioned above shall be as follows:

Director/Related Party	Shares Currently Held	Placing Shares	After Allotment	Percentage of Enlarged Issued Share Capital
(Retiring Director) Burns Singh Tennent-Bhohi	3,633,334	400,000	4,033,334	8.58%
(Retiring Director) Marc T Bamber	916,666	500,000	1,416,666	3.01%

4. Incoming Executive Director, John Taylor Statement

“I am delighted to be joining the Board of IamFire Plc alongside Sandy Barblett as we seek to drive forwards the investing policy and the provision of value to investors.  I look forward to updating the market on our future progress.  I would also like to take this opportunity to thanks Burns and Marc for the considerable progress achieved to date since they joined the Company and wish them the best in their future endeavours.”

Retiring Director, Burns Singh Tennent-Bhohi commented,

“I would like to take this opportunity to thank all shareholders for their support whilst a Director of IamFire plc. In 2019, when leading the recapitalisation and restructure of what was formerly Karoo Energy it was critical that as a Board, we restored the Company and created a new purpose and presence.  

Since 2019, we have completed two modest equity financings, a back-to-back debt transaction of over five million pounds and procured investments that provide the Company exposure to investment themes through WeShop and Bio2pure that we believe have the ability to attract the attention of global capital.

As my time as a Director reaches its natural conclusion, my support continues as a shareholder. I wish John & Sandy all the best upon appointment and look forward to what the future holds for IamFire plc.”

5. Admission of Shares and Enlarged Voting Rights

Application will be made for the Placing Shares to be admitted to trading on AQSE Growth Market and this is expected to occur on or around 15^th October 2021. No application shall be made to admit to trading on AQSE Growth Market or to any other forum of quotation the warrants (which are not divisible or transferable) being issued alongside the Placing Shares.

Following the admission of the 12,300,000 Placing Shares, IamFire plc’s issued ordinary share capital shall consist of 47,014,017 ordinary shares of 0.0025 pence each. This number represents the total voting rights in the Company, and following admission, may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s (“FCA”) Disclosure and Transparency Rules. The Placing Shares shall rank pari passu in all respects with the existing ordinary shares of the Company.

London, 20^th September 2021

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:
John Taylor (Executive Director)
[e-mail]

Sandy Barblett (Non-Executive Chairman)
[e-mail]

Peterhouse Capital Limited
Corporate Advisor :
Guy Miller: + 44 (0) 20 7469 0930 (Direct)

Corporate Broker:
Lucy Williams: [phone]
Duncan Vasey: [phone] (Direct)

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