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IamFire Plc - Unaudited Results to 30 April 2020, Reporting Deadline

·8-min read

17th February 2021

IamFire plc

AQSE: FIRE

(“IamFire” or the “company”)

Unaudited Final Results to 30 April 2020 and Extension of Reporting Deadline

Extension of Reporting Deadline

IamFire announces that, it has been granted a further extension to end February 2021, to announce its audited results to 30 April 2020. As the audited financial results for year-end April 2020 are expected to be published imminently, the Company will highlight any material difference that may occur between the unaudited final accounts and the audited accounts, when the audited report and accounts are announced.

Chief Executive Officer's statement and Group Strategic Report

REVIEW OF BUSINESS

The key themes for IamFire plc for the year ending, 30th April 2020 have been restoration and review. I am pleased to report that since leading the restructure and recapitalisation of what was "Karoo Energy plc" in October 2019 that IamFire plc is restored and recharged with investments that position the company and our shareholders in major investment thesis'.

The consistent message that I have made to both shareholders and the broader market is that IamFire plc will operate as a lean, aggressive and efficient investment vehicle that will not entertain capital finance unless the Board and I have reviewed a comprehensive strategy that enables the company to create value for the company and our shareholders.

For the year ending, 30th April 2020, the company was in advanced review of a number of value accretive investment opportunities. The company did not materially invest capital nor acquire investment positions via non-cash consideration.

The Board and I focused instead on creating critical internal protocols that would influence our review and identification processes when considering investment opportunities.

This internal review resulted in the formation of two investment divisions and principles that the company will rely on moving forward when analysing investment proposals;

1. High Growth Investment Division (HG)

The HG 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 will look to opportunities globally where companies have robust balance sheets, strong growth profile's and management teams that require no disruption.

2. Asset Augmentation Investment Division (AA)

The AA division has been designed to look at distressed asset situations that IamFire can seek to augment through a broad-restructure, recapitalisation and through the injection of Management & Directors.

The formation of these divisions and principles represent the foundations for which we ultimately finalise our investment categorisation and decisions.

POST YEAR END REVIEW

On 25 June 2020 the company successfully completed an equity finance to raise gross proceeds before expenses of, £500,000. The financing was supported by existing shareholders, Ultra High Net Worth's, Family Offices & Institutional Investors. The collective support including that of the Directors was a brilliant sign of the reception received in conjunction with the turnaround that began in October 2019. The placing was conducted at a price of, 2.5p (£0.025p) resulting in the issue of 20,000,000 shares. The placing shares included attaching warrants on a 2 for 1 basis and a replacement provision. The placee's in aggregate received 40,000,000 warrants with a strike price of 10p and a life to expiry of 3-years from the admission of the placing shares. In the event the subscriber elects to exercise their warrants in full on or prior to expiry, the subscriber shall be granted replacement warrants on 1 for 1 basis with a strike price of, 15p and a life to expiry of 3-years from grant of the replacement warrant. In the event all 40,000,000 warrants at 10p were to be exercised on or prior to expiry, the company would issue a further 40,000,000 warrants with a strike price of, 15p and a life to expiry of 3-years.

In a step to complement the existing Board, Mr Marc T Bamber was appointed as Non-Executive Chairman of IamFire plc on 1st July 2020. Marc is a highly experienced global corporate financier with over 20-years' experience in the Hedge Fund Sector, Capital Markets, Private & Institutional Investments; Investor Communication & Marketing. 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).

AUDITED RESULTS TO 30 APRIL 2020

As the audited financial results for year-end April 2020 are expected to be published imminently, the Company will highlight any material difference that may occur between the unaudited final accounts and the audited accounts, when the audited Report and Accounts are announced.

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

ENQUIRIES:

Company

IamFire plc
Burns Singh Tennent-Bhohi (Director)
Telephone:020 3778 0755

Corporate Adviser
Peterhouse Capital Limited
Guy Miller / Mark Anwyl
Telephone: 020 7220 9795



Statement of Profit or Loss
for the year ended 30 April 2020

2020 2019

as restated

£ £

CONTINUING OPERATIONS

Revenue - -

Other operating income 254,913 30,311

Administrative expenses (138,205) (671,487)

OPERATING PROFIT/(LOSS) 116,708 (641,176)

Finance costs - (7,000)

Finance income 8 10

PROFIT/(LOSS) BEFORE INCOME TAX 116,716 (648,166)

Income tax - -

PROFIT/(LOSS) FOR THE YEAR 116,716 (648,166)



Statement of Profit or Loss and Other Comprehensive Income
for the year ended 30 April 2020

2020 2019

as restated

£ £

PROFIT/(LOSS) FOR THE YEAR 116,716 (648,166)

OTHER COMPREHENSIVE INCOME - -

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 116,716 (648,166)

Note



Statement of Financial Position
30 April 2020

2020 2019

as restated

£ £

ASSETS

CURRENT ASSETS

Trade and other receivables 29,852 19,645

Cash and cash equivalents 1,079 1,234

30,931 20,879

TOTAL ASSETS 30,931 20,879

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital 526,733 511,837

Share premium 2,344,890 2,231,786

Retained earnings (3,061,096) (3,177,812)

TOTAL EQUITY (189,473) (434,189)

LIABILITIES

CURRENT LIABILITIES

Trade and other payables 220,404 455,068

TOTAL LIABILITIES 220,404 455,068

TOTAL EQUITY AND LIABILITIES 30,931 20,879



Statement of Changes in Equity
for the year ended 30 April 2020

Called up
share Retained Share Total
capital earnings premium equity

£ £ £ £

Balance at 1 May 2018 511,837 (2,529,646) 2,231,786 213,977

Changes in equity

Deficit for the year - (557,804) - (557,804)

Total comprehensive income - (557,804) - (557,804)

Balance at 30 April 2019 511,837 (3,087,450) 2,231,786 (343,827)

Prior year adjustment - (90,362) - (90,362)

As restated 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 (3,061,096) 2,344,890 (189,473)




Statement of Cash Flows
for the year ended 30 April 2020

2020 2019

as restated

£ £

Cash flows from operating activities

Cash generated from operations (128,238) (110,860)

Interest paid - (7,000)

Net cash from operating activities (128,238) (117,860)

Cash flows from investing activities

Interest received 8 10

Net cash from investing activities 8 10

Cash flows from financing activities

Amount introduced by directors 75 77,665

Share issue 128,000 -

Net cash from financing activities 128,075 77,665

Decrease in cash and cash equivalents (155) (40,185)

Cash and cash equivalents at beginning of year 1,234 41,419

Cash and cash equivalents at end of year 1,079 1,234



Notes to the Statement of Cash Flows
for the year ended 30 April 2020

PRIOR YEAR ADJUSTMENT

The 2019 statement of profit and loss, other comprehensive income and financial position has been restated to account for certain costs amounting to £90,362 that were not recognised in the prior year accounts due to invoices from suppliers being omitted and an error in costs not being accrued.

Statement of profit or loss and other comprehensive income (extract)


note

Year ended 30April 2019

Loss per signed accounts 2019

557,804

Audit fees

i)

28,200

Legal fees

ii)

47,837

Consultancy fees

iii)

6,150

Legal fees

iv)

8,160

Restated 2019

648,166

Statement of financial position (extract)


note

Signed accounts as at 30 April 2019



Adjustments


Restated as at 30 April 2019

Trade and other receivables

Director current account

v)

16,595

(16,595)

-

Trade and other payables

Trade creditors

i), ii), iii)

252,041

82,202

334,243

Accruals and deferred income

iv)

21,800

8,160

29,960

Loan from related party

v)

94,260

(94,260)

-

Directors' loan accounts

v)

-

77,665

77,665

Details on prior year adjustments made:

i) Invoices in respect of Audit fees for the year ended 30 April 2019 were omitted from trade creditors in error.

ii) Invoices in respect of Legal fees for the year ended 30 April 2019 were omitted from trade creditors in error.

iii) Invoices in respect of Consultancy fees for the year ended 30 April 2019 were omitted from trade creditors in error.

iv) Legal fees in respect of listing fees were not accrued for which were subsequently invoiced during 2020.

v) Balances due to/from one director were presented in receivables and payables in the prior year, these have been reclassified to be reflected as one net balance due to the director.