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)