Boanerges Limited - GM Result, WeShop Completion, Trading on JP Jenkins

Boanerges Limited - GM Result, WeShop Completion, Trading on JP Jenkins

PR Newswire

London, November 17

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY 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.

17 November 2021

Boanerges Limited

("Boanerges" or the "Company")

Result of General Meeting

WeShop^TM Business, Assets and name Acquired

Withdrawal from AQSE

Admission to JP Jenkins

General Meeting Update

The Company is pleased to announce that all Resolutions were duly passed at today's General Meeting, held at Garfield-Bennett Trust Company Limited, First Floor, Durell House, 28 New Street, St. Helier, Jersey, JE2 3RA. The Company also confirms that the WeShop Limited shareholders have passed their resolution to approve Boanerges acquiring the WeShop^TM assets, business and the WeShop^TM name.

WeShop^TM and Social Commerce

WeShop^TM is a social commerce technology platform. Social commerce, which combines the fundamental human need to connect with commerce is an exciting space - expected to grow by 24% per annum to reach £ 1.1 trillion by 2025¹. Major social media platforms, online retailers, existing reward sites, and numerous start-ups have tried to unlock this opportunity but as yet have not succeeded at scale. The WeShop^TM technology allows people on the platform to buy and recommend products to their trusted networks as well as seeking advice and inspiration across multiple product categories.

Whilst the technology is important, the key to unlocking this enormous opportunity lies in the ability to acquire and retain an active community on the platform. To initially acquire and then to retain any digital community is a very expensive marketing exercise, as platforms are competing for people's attention in a crowded digital landscape.

Deploying a disruptive acquisition and retention mechanism, the team at Boanerges plan to make WeShop^TM into a majority community owned platform that will allow consumers to own equity in the company (WeShares^TM). WeShares^TM via the ShareBack^TM mechanism will be awarded for direct, and indirect, transactional behaviour as well as for referring friends to the platform.

1.Market Size of global social commerce, Statista 2021

Ownership is a key incentive for positive behaviour and activity. Boanerges believes that community ownership of WeShop^TM will drive increased spend and activity on the platform as well as increased referral rates. Not only will the WeShop^TM community benefit from the financial success of retailer affiliate revenues but they will also get the financial benefit of any monetisation of their own data by the Company as they will be shareholders.

The COVID-19 pandemic has seen significant growth in online retail and social media usage. Over the same period there has also been a huge increase in individual stock ownership as demonstrated through platforms such as RobinHood and eToro.

The Company does not believe that the combination of the three pillars of e-commerce, social networking and individual share ownership in one platform has been previously implemented on the planned scale.

Richard Griffiths CEO commented,

'ThisIsHow^TM Boanerges plans to launch WeShop^TM initially in the UK. The majority of the top 1,000 retailers in the UK will be available on the platform. Just by continuing their existing online activity (purchasing goods online and interacting and recommending products to friends) the community is expected to become the majority owners of the platform and business over time, thereby sharing directly in its financial success. We believe this model is new, exciting and equitably shares the potential success of the business with its community.

I look forward to updating our new and existing shareholders with the fast moving developments as we progress towards the initial launch in the UK."

Grant of option to subscribe into convertible loan notes.

The Company is pleased to announce that it has granted an option to IamFire Plc (FIRE) to subscribe for up to £4,500,000 in Convertible Loan Notes (CLNs) into Boanerges ("Option").

Should the Option be taken up, the loan notes would be convertible into new Boanerges 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 on the conversion date.

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 Boanerges
• If the CLNs are not converted on that date then the principal along with accrued interest will remain as debt with a repayment date of 18 May 2026
• Should the CLNs be converted the shares in Boanerges will be locked in for 6 months to 18 November 2023

Withdrawal from AQSE and trading on JP Jenkins

Boanerges can confirm that withdrawal from the AQSE Growth Market will take effect from tomorrow, 18 November 2021, at 8.00 a.m. Trading on JPJ Jenkins will also commence at 8.00 a.m. tomorrow under the ticker WSHP.

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

For further information, please contact:

The Company Andrew Fearon + 44 (0) 808 1968 324
AQSE Corporate Adviser: Peterhouse Capital Limited
Guy Miller/Mark Anwyl [phone]