IamFire Plc - Audited Results for the year ended 30 April 2022
PR Newswire
London, October 27
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 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" or the "Company")
AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2022
CHAIRMAN'S STATEMENT
I am pleased to present the year end results for the Company for the year ended 30 April 2022. Significant changes took place in the year as previously outlined in the Company's interim results. John Taylor (as Chief Executive Officer) and Sandy Barblett (as the Non-executive Chairman) joined the Board at the end of September 2021 which coincided with the retirement as directors of Burns Singh Tennent-Bhohi and Marc T Bamber. In addition, the Company completed an equity fundraise of £369,000 which allowed the Company to enter a period of review and consolidation, prior to embarking on an aggressive execution of its investment strategy designed to return value to our shareholders.
In November 2021, the Company announced the appointment of Fiona Wilmot as a new Non-executive Director and the retirement of Jeremy Ross as a director. Fiona took over the responsibilities of the finance function within the Company and also those of Company Secretary. This has permitted IamFire to bring several previously outsourced functions in house, allowing the streamlining of processes and the stripping out of associated costs.
Investments
WeShop Holdings Limited
On 17 November 2021, the Company negotiated an option to subscribe up to £4.5m into Convertible Loan Notes ("new CLNs") with Boanerges Limited ("Boanerges"). Any CLNs subscribed for can be converted into shares in Boanerges at 75 pence per share. Boanerges has been renamed as WeShop Holdings Limited.
On 14 December 2021, the Company raised equity financing of £4,750,000 from a range of mostly new investors. The majority of this new capital has been used to subscribe for new CLNs in WeShop Holdings Limited following its acquisition of the name, business and assets of Community Social Investment Limited ("CSIL" - formerly WeShop Limited). A total of £4m has been subscribed into these CLNs in two tranches of £2m in December 2021 and February 2022. WeShop Holdings Limited has its shares traded on the JP Jenkins exchange platform.
The Company already holds CLNs (Previous CLNs) in CSIL. CSIL is now in effect a shell company holding 33,333,333 shares in WeShop Holdings Limited. Should the Previous CLNs convert then IamFire would have approximately a 25% shareholding and therefore would be entitled to receive around 8m WeShop Holdings Limited shares following any in specie distribution.
On 6 July 2022 IamFire announced that it had agreed to acquire the right to subscribe a further £3.75m into WeShop Holdings Ltd via CLNs at £1 each. This option to invest in the CLNs was purchased from CSIL (formerly WeShop Limited) for a cash consideration of £250,000.
WeShop Holdings Ltd (herein referred to as "WeShop") is a social commerce platform which seeks to address the perceived requirement for humans to connect more meaningfully with eCommerce. The market is expected to grow by 24% per annum to reach £1.1 trillion in 2025.
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".
The platform is now live to a limited user base consisting of approximately 30,000 users. 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 in the hands of its user base over time, as they are rewarded for purchases and referral purchases in shares in WeShop. Once the user base has reached a critical mass WeShop intends to list on an international stock exchange. WeShop participates on the JP Jenkins matched buyer and seller platform for private companies where they have been trading at around £3.75 per share, although in limited quantities.
The Board has been monitoring the progress of the WeShop launch closely and will continue to do so as more influencers and influencer platforms are injected into the platform.
Bio2pure
Bio2pure is developing technology to clean up populated waterways and has provided a shareholder update up to May 2022. The tendering activities, primarily in India, continue to progress positively and successful Proof of Concept treatments have been carried out in Chennai, Pondicherry and Varanasi regions. It is hoped that these will lead to material contracts being signed.
IamFire currently owns 10% of the issued share capital of Bio2pure which it acquired through the issuance of 4,000,000 IamFire shares at 20p per share in August of 2020. Bio2pure reports difficult trading conditions in the UK and Europe due to increasing prices and the market has not recovered to pre-Covid levels. The Board is encouraged by recent company updates and the progress Bio2pure is making in India post COVID restrictions. The Board has considered the carrying value of its investment and has determined not to make any impairment. More details can be found in Note 11 on page 42.
Financial Review
The Company's financial results for the year ended 30 April 2022 show a loss of £424,822 (2021: loss of £321,993). Revenues of £nil (2021: £nil), administrative costs of £373,715 (2021: £323,025), finance income of £360,000 (2021: £244,616) and finance costs of £396,263 (2021: £273,584).
As at 30 April 2022, the Company had cash reserves of £429,386 (2021: £8,871).
Outlook
The Board is confident that significant progress will be made in the next 12 months in both of its primary investments, WeShop and Bio2Pure. IamFire looks forward to updating the market on these investments in the near term and the Directors would like to thank shareholders for their continued support.
Sandy Barblett
Chairman
27 October 2022
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:
info@iamfireplc.com
Peterhouse Capital Limited (Corporate Advisor & Stockbroker):
Guy Miller: + 44 (0) 20 7469 0930 (Direct)
Corporate Broker
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
FOR YEAR ENDED 30 APRIL 2022
| 30 April 2022 | 30 April 2021 | ||||
| £ | £ | ||||
| CONTINUING OPERATIONS | |||||
| (Loss)/gain on revaluation of investments at fair value through profit or loss | (14,844) | 30,000 | |||
| Administrative expenses | (373,715) | (323,025) | |||
| OPERATING LOSS | (388,559) | (293,025) | |||
| Finance costs | (396,263) | (273,584) | |||
| Finance income | 360,000 | 244,616 | |||
| LOSS BEFORE TAXATION | (424,822) | (321,993) | |||
| Taxation | - | - | |||
| LOSS FOR THE YEAR | (424,822) | (321,993) | |||
| Other comprehensive income | - | - | |||
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (424,822) | (321,993) | |||
| Basic and diluted earnings per share attributable to owners | (0.004) | (0.011) | |||
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2022
| 30 April 2022 | 30 April 2021 | ||
| £ | £ | ||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 1,375 | - | |
| Investments at fair value through profit or loss | 800,000 | 814,677 | |
| 801,375 | 814,677 | ||
| CURRENT ASSETS | |||
| Trade and other receivables | 99,473 | 12,890 | |
| Investments at fair value through profit or loss | 119,833 | 60,000 | |
| Financial assets held at fair value through profit or loss | 9,153,440 | 4,793,456 | |
| Cash and cash equivalents | 429,386 | 8,871 | |
| 9,802,132 | 4,875,217 | ||
| TOTAL ASSETS | 10,603,507 | 5,689,894 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 32,799 | 97,524 | |
| NON-CURRENT LIABILITIES | |||
| Interest bearing loans and borrowings | 5,070,098 | 4,673,835 | |
| TOTAL LIABILITIES | 5,102,897 | 4,771,359 | |
| NET ASSETS | 5,500,610 | 918,535 | |
| EQUITY | |||
| Share capital | 1,020,087 | 593,504 | |
| Share premium | 7,933,038 | 3,708,120 | |
| Other reserves | 463,014 | 107,618 | |
| Retained earnings | (3,915,529) | (3,490,707) | |
| TOTAL EQUITY | 5,500,610 | 918,535 |
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2022
| Share capital | Share premium | Other reserves | Retained earnings | Total equity | |
| £ | £ | £ | £ | £ | |
| Balance at 1 May 2020 | 526,733 | 2,344,890 | 107,618 | (3,168,714) | (189,473) |
| Loss for the period | - | - | - | (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 | 107,618 | (3,490,707) | 918,535 |
| Loss for the period | - | - | - | (424,822) | (424,822) |
| Total comprehensive income | - | - | - | (424,822) | (424,822) |
| Issue of share capital (net of issue costs) | 426,583 | 4,404,417 | - | - | 4,831,000 |
| Grant of options/warrants | - | (179,499) | 355,396 | - | 175,897 |
| Balance at 30 April 2022 | 1,020,087 | 7,933,038 | 463,014 | (3,915,529) | 5,500,610 |
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 APRIL 2022
| Year ended 30 April 2022 | Year ended 30 April 2021 | |||
| £ | £ | |||
| Cash flows from operating activities | ||||
| Loss for the year | (424,822) | (321,993) | ||
| Adjustments for: | ||||
| Depreciation | 172 | - | ||
| Finance costs | 396,263 | 273,584 | ||
| Finance income | (360,000) | (244,616) | ||
| Loss/(Gain) on revaluation of investments | 14,844 | (30,000) | ||
| Increase in other receivables | (86,567) | (4,730) | ||
| Share based payments | 175,897 | - | ||
| Decrease in trade and other payables | (64,725) | (125,620) | ||
| Net cash outflow from operating activities | (348,938) | (453,375) | ||
| Investing activities | ||||
| Purchase of investments at FVTPL | (60,000) | (45,000) | ||
| Purchase of property, plant and equipment | (1,547) | - | ||
| Interest received | - | 13 | ||
| Investment in convertible loan notes | (4,000,000) | (4,527,161) | ||
| Net cash outflow from investing activities | (4,061,547) | (4,572,148) | ||
| Financing activities | ||||
| Proceeds from issue of ordinary shares (net of issue costs) | 4,831,000 | 630,000 | ||
| Issue of discounted capital bond | - | 4,400,000 | ||
| Amount introduced by Directors | - | 3,315 | ||
| Net cash inflow from financing activities | 4,831,000 | 5,033,315 | ||
| Net increase in cash and cash equivalents | 420,515 | 7,792 | ||
| Cash and cash equivalents at beginning of year | 8,871 | 1,079 | ||
| Cash and cash equivalents at end of year | 429,386 | 8,871 |
