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IamFire Plc - New £4.5m CLN Option into Boanerges Ltd

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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
(“FIRE” or the “Company”)

Option to Subscribe up to £4.5m into Convertible Loan Notes of Boanerges Limited (“BNRG”)

Director changes

1. Option to Subscribe into Convertible Loan Notes of Boanerges Limited (“BNRG”)

IamFire plc is pleased to announce that it has agreed an option to subscribe up to £4,500,000 in Convertible Loan Notes (CLNs) of BNRG (“Option”). On 20 October 2021, BNRG announced a general meeting to approve the acquisition of the assets, business and the name of social-commerce business, WeShop Limited, and to withdraw from the AQSE Growth Market. Following the BNRG general meeting held today, the acquisition has been approved.

Should the Option be taken up, the CLNs will be convertible in to new BNRG shares at 75 pence per share. The CLNs will carry an interest rate of 5%, payable only in the event that they are not converted into equity when the conversion date falls due.

Further details on the Option to subscribe in to the CLNs are:

* Option to subscribe in to CLNs must be taken up by 18 February 2022 or the Option will lapse

* CLNs can be subscribed for in tranches of £500,000 or above

* The conversion date will be 18 May 2023. FIRE will have the option to convert all CLNs on that date at a price of 75p per share in BNRG ordinary shares

* If the CLNs are not converted on that date then the principal along with accrued interest will remain as outstanding debt owing to FIRE, with a repayment date of 18 May 2026

* Should the CLNs be converted, the shares received in BNRG will be locked-in for 6 months to 18 November 2023

Background on the BNRG Acquisition

BNRG announced on 20 October 2021, an intention to acquire the assets, business and name of WeShop Limited (“WeShop”) for the consideration of 33,333,333 shares in BNRG at 75p per share, valuing the transaction at £25 million (“Acquisition”). WeShop will hold the BNRG shares for a lock-in period of 18 months before distributing those shares, in-specie, to its shareholders. The full announcement from BNRG can be found at the following link:

https://boanergesltd.com/boanerges-weshop-announcement/

Following a BNRG general meeting held today, all resolutions have been passed. As a result the Acquisition will complete and BNRG will withdraw from the AQSE Growth Market, rename itself WeShop Holdings Limited and its shares will trade on JP Jenkins Direct from 18 November 2021 under the ticker WSHP.

The Option is in addition to FIRE’s previously announced subscription for £4.5m of a £9 million convertible loan agreement in WeShop, which it will now have the right to convert into equity of WeShop. If conversion of this original loan note occurs, FIRE will hold approximately 24% of WeShop, assuming the other parties to the convertible loan agreement also convert. FIRE would therefore receive approximately 8.2 million BNRG shares on the in-specie distribution by WeShop.

Should FIRE take up the Option to subscribe for the full amount of BNRG shares, it would result in FIRE holding a further 5,333,333 shares in BNRG. Together with the potential distribution in-specie from WeShop, this would result in an aggregate holding of around 13.5 million BNRG shares, representing approximately 14.5% of the undiluted BNRG shares in issue.

2. Directorate Changes & Appointments

The Company is also pleased to announce the appointment of Mrs Fiona Wilmot. Fiona will join the Board as a Non-Executive Director and Company Secretary and will also be responsible for the fulfilment of the finance function within the Company. Fiona Wilmot does not have any interest in the share capital of IamFire plc.

Fiona Wilmot (Non-Executive Director)

Fiona is a fellow of the ICAEW and a Partner at Orana Corporate LLP, a London based corporate advisory and accounting services practice. She has a number of years’ experience in financial management and corporate advisory services, primarily in the investment company sector, along with good knowledge of the public company environment as Company Secretary to both AIM and Standard listed companies.

Fiona began her career at PwC in London where she specialised in the banking and asset management sectors for the audit and regulatory divisions. She holds an MA in Modern and Medieval Languages from the University of Cambridge.

Current Directorships

Partnerships

Orana Corporate LLP

N/A

Leapwell Consulting Limited

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

3. Chairman Statement

“The Board is exceptionally pleased to have secured further potential exposure to the WeShop story through BNRG, in addition to our existing convertible loan arrangement in WeShop. BNRG has identified the massive opportunity that social commerce represents and has collected together a globally impressive team to execute the strategy, building on the foundation that WeShop has developed over the previous years. We are delighted that FIRE has secured the Option to invest further in to the opportunity and will monitor the development of the new WeShop group with close interest. We are further delighted to welcome Fiona Wilmot to the Board of FIRE. Fiona is a seasoned finance professional and will be a huge asset to FIRE as it continues to grow and develop its investment portfolio.”


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
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)

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