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IamFire Plc - Option to conditionally acquire 10% of Bio2pure

·5-min read

16th July 2020

IamFire plc
AQSE: FIRE
(“IamFire” or the “Company”)

Option to conditionally acquire 10% of the issued share capital of Bio2pure Limited

Bio2pure Limited

Bio2pure is a British biotechnology company with its manufacturing facility and R&D facilities in the North West 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 major project manager, investor and delegate, previously for Sheikh Mohammed bin Rashid Al Maktoum. The science and technology has been pioneered by Dr Anthony Davies who has worked in the field of biological treatments and processes for his entire career.

CEO & Director, Burns Singh Tennent-Bhohi statement,

“Global capital is actively searching for industries that can demonstrate social change, impact and equality with compelling commerciality. The collective ingredients aforementioned are rarely executed within one collective entity. Bio2pure has scalability, decades of world-leading science and a world-renowned management team.

Upon review, the Board and I have been both fascinated and compelled by the opportunity to capitalise a transaction that makes commercial sense and ensures a positive and sustainable social impact. Whilst the technology has treated over 1 trillion litres of water over the last 20 years, the technology was recently purchased by Bio2pure who with their global network are planning to roll out the technology internationally. This is just the start of the journey for Bio2pure, in an enormous market. The statistics around the water crisis are truly shocking and Bio2pure have a proven technology which is efficient in both performance and price to give maximum human impact at a realistic cost.

Our firm belief is the corporate world is realising a world water crisis is upon us. Addressing this huge issue through increased Corporate Social Responsibility (CSR) participation with capital injections from Environmental, Social and Governance (ESG) funds and companies is responsible and positive.

In discussions to date we are also learning that the technology and science applied to Bio2pure’s proprietary water treatment has vast optionality in its application. This is critically important when investing in a product whose scalability can be cross sold for a multitude of purposes.

As we complete our final stages of review, I welcome all shareholders to visit the Bio2pure website [https://bio2pure.com]. IamFire plc will also be providing updates, case studies, research material and interviews with members of management during this period of exclusivity announced today.”

Option to Purchase 10% of Bio2pure

IamFire plc have entered a period of exclusivity (45-business days) and option agreement with an existing shareholder of Bio2pure Limited. Under the terms of this agreement, IamFire plc has the right to acquire 10% of Bio2pure for an acquisition consideration of £800,000 and is in active negotiations to conditionally increase this position further.

IamFire has capitalised the option through a donation to the World Water Crisis [https://worldwatercrisis.org] for which the value of the donation is being matched by Bio2pure Limited for a total donation of, £30,000. [£15,000 IamFire plc : £15,000 Bio2pure Limited]

The terms of the acquisition enable IamFire plc to acquire the interest through the issue of 4,000,000 new ordinary shares at an issue price of 20p, representing a 25% premium to the mid-market price, 16p, and 1,000,000 warrants with a strike price of 40p and a life to expiry of 2 years.

The shares shall be restricted for a period of 12-months from admission of the consideration shares, and 25% shall become freely tradeable in the event the VWAP of IamFire plc, exceeds 50p for ten consecutive trading days.

Transaction Terms

  • FIRE has an exclusive option to purchase 10% of Bio2pure for a period of up to 45-days from today’s announcement.

  • The option has been capitalised through a donation to World Water Crisis, the Company’s donation shall be matched by Bio2pure Limited.

  • Under the terms of the option, FIRE can acquire up to 10% of Bio2pure for, £800,000 payable through the issue of 4,000,000 new ordinary shares (the “Consideration Shares”) at a price of 20p per share.

  • The consideration shares shall be subject to a period of restriction of, 12-months post-issue. 25% of the shares issued under the terms of the acquisition shall be freely tradeable in the event FIRE’s VWAP exceeds, 50p for 10-consecutive trading days.

  • Should the acquisition proceed, FIRE will form an advisory committee with Bio2pure which would consist of management from both FIRE & Bio2pure.

  • The option shall only be exercisable in the event, shareholder consent is received at the upcoming, AGM on the 27th July (refer to news release, 3rd July 2020) whereby IamFire have sought to broaden its investment policy to include investments in the Biotech industry.

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

IamFire plc:
Burns Singh Tennent-Bhohi (CEO & Director) Marc T Bamber (Non-Executive Chairman)
burnsstb@iamfireplc.com mb@iamfireplc.com
Direct Office Line: +44 (0) 20 3778 0755

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