Subscription of £150k WeShop CLNs and Date Extended

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”)

Subscription for a further £150k of WeShop Holdings Limited CLNs

Extension in Conversion Date of CLNs in WeShop Holdings Limited

IamFire plc is pleased to announce that, following its acquisition of the right to subscribe for a Convertible Loan Note Instrument (“CLN Instrument”) constituting up to £3,750,000 convertible loan notes (“CLNs”) in WeShop Holdings Limited (“WeShop”), it has agreed to subscribe for a further £150,000 of CLNs in WeShop.  This follows the Company’s previous subscriptions of £2.7m in the same instrument announced in November 2022, December 2022 and March 2023. 

Under the terms of the CLNs, IamFire retains the right to subscribe for a further £900,000 of CLNs under the same terms.  The conversion date was originally agreed to be 18 May 2023, at which point the CLNs would either be converted into equity or remain as a debt instrument.  IamFire and WeShop Holdings have agreed to extend the conversion date to 18 May 2024 and to give IamFire the right to convert into equity at any point up to that date. 

The conversion price for these CLNs is £2 per consolidated WeShop Ordinary Share. WeShop currently has a total of 28,668,415 consolidated Ordinary Shares in issue.

Should the Company elect to convert the entire £2.85m of CLNs into WeShop shares, FIRE would receive 1,425,000 WeShop consolidated Ordinary Shares comprising almost 5% of the existing Ordinary Share capital of WeShop.

As announced on 22 December 2021 and 16 February 2022, FIRE has previously invested £4m in WeShop via an earlier convertible loan note (announced on 17 November 2021). Should the Company elect to convert this £4m convertible loan note into equity in WeShop, it would be entitled to receive a further 1,333,333 WeShop consolidated Ordinary Shares.  An extension date to 18 May 2024 has also been applied to this convertible loan note.

The Company also holds convertible loan notes issued by Community Social Investment Limited ("CSIL" - formerly known as WeShop Limited).  CSIL is now, in effect, a shell company holding 8,333,333 shares in WeShop. Should these CSIL convertible loan notes convert, IamFire would own or control approximately 25% of the issued share capital of CSIL, entitling IamFire to receive around 2.08m WeShop Holdings Limited shares in the event of any in specie distribution of CSIL assets.

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

END

Enquiries:

Company:
[e-mail]

Corporate Advisor:

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

Corporate Broker:

Tennyson Securities Limited
Peter Krens: [phone] (Direct)

About WeShop:

WeShop is a social commerce platform that allows users to shop and help each other by reviewing, asking about or recommending products. It is affiliated to the vast majority of the UK’s top 1,000 online retailers.  Instead of rewarding the users with cashback, discount codes or vouchers, WeShop allows users to earn shares in the business.

WeShop intends to be 90% owned by its community of users, so the more users shop, recommend and refer friends the more shares they will own in WeShop and the more they will share in its financial success.  Users of WeShop buy products from retailers through the platform, as they would normally, but in doing so they will earn shares in WeShop and benefit from aggregation as a community and the revenue streams generated from affiliate programs, data, promotion and advertising that the community through WeShop will generate. 

WeShop intends to be the first truly shoppable social network owned by its community of users.  By creating a disruptive online model it hopes to create a retail revolution which shares the financial success of online businesses with the users of those online businesses whose data, transactions and engagement has created them in the first place.