TSI.L Regulatory News (TSI)

11 November 2020

Two Shields Investments plc

("TSI" or the "Company")

Proposed Acquisition of BrandShield Limited for £13.15m

Placing and Subscription to raise £3.2 million

Share Consolidation

Publication of Admission Document

Change of Name to BrandShield Systems plc

Two Shields Investments plc, the AIM quoted investment company with a strategy to build a high-quality portfolio of investments in fast growing and scalable digital and technology enabled businesses, has announced today that it has conditionally agreed to acquire the shares in BrandShield Limited not currently held by TSI for an aggregate consideration of approximately £13.15 million. It also announces that the Company has at the same time raised approximately £3.2 million by way of a Placing from institutional and private investors including Dame Ann Gloag, and Subscriptions at 20p per share (following a proposed 200:1 share consolidation) to finance growth of the Enlarged Group. Subject to shareholders' approval in general meeting, Admission will become effective, and dealings in the Enlarged Ordinary Share Capital, will commence on AIM on or around 1 December 2020. Full details are set out in the Admission Document which has been published and circulated to shareholders today.

BrandShield Key Strengths

BrandShield provides an end-to-end digital brand protection and online threat hunting solution to protect its customers from the financial costs and reputational damage suffered from phishing attacks, online fraud, executive impersonation or the sale of counterfeit goods online. Key strengths of the business include:

· End-to end SaaS delivered solution which detects potential threats, analyses them, prioritises them and is then able to take them down.

· Proprietary, AI-powered solution is constantly self-improving, using big data and algorithms to detect networks of fraudulent activity and counterfeiters.

· Products cover many types of online platforms including websites, marketplaces, social media, mobile apps and PPC ads.

· Extensive and growing list of clients, including Fortune 500 global brands, which present increasing cross-selling opportunities. Clients are from diverse range of sectors including financial services, pharmaceuticals, fashion, online, sports and entertainment.

· A fast growing subscription business, BrandShield grew annual recurring revenue ("ARR") from $0.57 million at 31 December 2017 to $1.92 million at 31 December 2019, a CAGR of 83%.

· ARR from new business signed in H1 2020 almost equivalent to that signed in full year 2019. As of 30 September 2020 ARR was $2.5m.

· Company emerging stronger from Covid-19 which has led to a significant increase in on-line traffic and a corresponding increase in phishing and online fraud.

· The market in which BrandShield operates is experiencing rapid growth, from $5.3bn in 2018 to an estimated $12.9 billion in 2023, representing a 19.7% CAGR*

· The product is now highly developed and BrandShield is entering a marketing phase, funded by the £3.2 million placing and subscription announced today, in order to accelerate growth and capture what the board believes to be an exceptional opportunity.

*Source: MarketsandMarkets November 2018

Acquisition Highlights

· Conditional acquisition of shares in BrandShield not currently held by TSI for an aggregate consideration of approximately £13.15 million, to be satisfied by the issue of the Consideration Shares to the Vendors and the other BrandShield Shareholders.

· £3.2 million raised from institutional and private investors including Dame Ann Gloag, the co-founder of Stagecoach Group. This will finance growth of the Enlarged Group.

· The Acquisition, if completed, constitutes a reverse takeover of the Company under the AIM Rules for Companies.

· Proposed change of name from Two Shields Investments plc to BrandShield Systems Plc to reflect the business of the Enlarged Group.

· Proposed consolidation and subdivision of every 200 existing ordinary shares of £0.001 each into one New Ordinary Share of £0.01 each and one Deferred Share of £0.19 each.

· Admission document published and circulated to shareholders today.

· Subject to shareholders' approval, admission will become effective, and dealings in the Enlarged Ordinary Share Capital, will commence on AIM on or around 1 December 2020.

Andrew Lawley, Chairman of TSI, commented: "We are delighted to announce the acquisition of BrandShield today. TSI revised its strategy in recent years to focus on increasing exposure to the high-growth, technology enabled investments within its portfolio, and today's acquisition clearly illustrates the success of that strategy.

"In addition, we have raised £3.2 million in new funding to support BrandShield's ambitious growth strategy. With BrandShield's product now highly developed it is aiming to significantly increase sales & marketing activity to capitalise on the rapid growth within its industry, caused by an acceleration in digital transformation and associated online criminal activity.

"These significant developments position us for continued future success and are to the benefit of all shareholders."

Yoav Keren, BrandShield CEO, said: "We are delighted to be joining the AIM market and to have successfully raised funds to accelerate our growth trajectory. The coronavirus crisis has been a coming of age for cybercriminals across the world, who are capitalising on the changes in consumer and work habits, such as the increases in online shopping and video conferencing. More and more companies are waking up to the dangers this presents to their businesses, customers and staff.

"This means the demand for BrandShield's market-leading services, which can remove the online threats that cause companies significant financial and reputational damage, is only going to grow. Our listing will provide us with the investment to capitalise on this opportunity and deliver long-term value to our shareholders."

The following contains extracts from Part I of the Admission Document which has been posted to shareholders today; full details are set out in the Admission Document which is available on Two Shields' website www.twoshields.co.uk.

"1 INTRODUCTION

The Company has announced today that it has conditionally agreed to acquire the issued, and to be issued, share capital of BrandShield, other than shares already held by Two Shields Investments and to be issued to Two Shields Investments on the exercise of its conversion rights under convertible loan notes issued to the Company by BrandShield (the "Two Shields Investments' CLNs"). The aggregate consideration is approximately £13.15 million, to be satisfied by the issue of the Consideration Shares to the Vendors and the other BrandShield Shareholders. Two Shields Investments' interests currently represent approximately 20% of the fully diluted share capital of BrandShield.

At the same time, the Company will raise approximately £3.2 million by way of the Placing of the Placing Shares and Subscription for the Subscription Shares in order to finance the growth of the Enlarged Group. Due to the large number of shares currently in issue, it is also proposed to consolidate and sub-divide every 200 existing ordinary shares of £0.001 each into one New Ordinary Share of £0.01 each and one Deferred Share of £0.19 each.

As a result, a number of proposals are to be put to Shareholders at the General Meeting. This document sets out the details of, and reasons for, the Proposals. The Acquisition, if completed, will constitute a reverse takeover of the Company under the AIM Rules for Companies and is, therefore, subject to the approval of Shareholders at the General Meeting.

The Company and the Panel have agreed that certain BrandShield Shareholders should be treated as acting in concert for the purposes of the Takeover Code. Immediately following Admission, the Concert Party could become interested in a maximum of 62,886,822 New Ordinary Shares (comprising 62,286,822 Consideration Shares and 600,000 Subscription Shares), representing approximately 55.10 per cent. of the Enlarged Ordinary Share Capital. Assuming (amongst other things) that only the Replacement Options, the Replacement Warrants, the New Unapproved Options and the LTIP Options held by members of the Concert Party are exercised, the Concert Party could become interested in a maximum of 82,923,546 Ordinary Shares, representing approximately 61.80 per cent. of the Ordinary Share Capital as enlarged by such exercise. On account of the fact that its aggregate shareholding in the Company will increase from less than 30 per cent. to more than 50 per cent., the Concert Party would normally be obliged, under Rule 9 of the Takeover Code, to make an offer to all Shareholders (other than the Concert Party) to acquire their Ordinary Shares for cash at the highest price paid by any member of the Concert Party during the 12 months prior to the Admission Date. However, the Panel has agreed to waive this obligation, subject to the approval of the Independent Shareholders on a poll of the Whitewash Resolution at the General Meeting.

The Directors believe that it is appropriate, should the Acquisition be approved by Shareholders at the General Meeting, that the name of the Company be changed to BrandShield Systems Plc to reflect the

business of the Enlarged Group.

The Proposals are conditional, among other things, on the passing of the Resolutions and Admission. If the Resolutions are approved by Shareholders, it is expected that Admission will become effective and dealings in the Enlarged Ordinary Share Capital will commence on AIM on or around 1 December 2020. The General Meeting of the Company at which the Resolutions will be proposed has been convened for 10.00 a.m. on 27 November 2020 at The Broadgate Tower, 20 Primrose St, London EC2A 2EW.

2 BACKGROUND TO AND REASONS FOR THE ACQUISITION

2.1 Background

Two Shields Investments is currently an investing company with an investing policy of making direct and indirect investments in order to build a portfolio of investments focused on fast growing and scalable digital and technology enabled businesses.

Two Shields Investments currently has investments in a number of companies which provide exposure to commodities that are relevant to the rapidly growing technology metal sector, including lithium, cobalt and nickel, as well as strategic positions in WeShop Limited, an innovative social commerce platform offering a new way to shop online and earn rewards, and in BrandShield.

Following a strategic review of its mining assets, Two Shields Investments has undertaken to explore the options available to realise those investments as opportunities for liquidity emerge. Such opportunities may include partnering with operators that the Board considers can extract more optimal value from the Company's existing holdings.

2.2 Existing Portfolio

An overview of Two Shields Investments' existing material investments is outlined below:

BrandShield Limited ('BrandShield')

BrandShield provides digital brand protection and online threat hunting services. BrandShield's software products are intended to protect customers from phishing, fraud, brand impersonation or the sale of counterfeit goods.

Two Shields Investments made its first investment in BrandShield of US$ 1,049,988 for the issue of 17,635 BrandShield ordinary shares in October 2017. In March 2018, Two Shields Investments subscribed for a further 3,359 BrandShield ordinary shares for US$200,000. In March 2019, Two Shields Investments invested a further US$300,000 by way of a convertible loan note and funds were transferred on 1 April 2019. In April 2019 Two Shields Investments completed a share swap with existing BrandShield shareholders. As a result, Two Shields Investments currently holds 26,593 BrandShield shares representing approximately 11.34% of the issued share capital of BrandShield. On 3 November 2019, Two Shields Investments increased its investment by subscribing a further $500,000 for an additional convertible loan note. On 3 March 2020 Two Shields Investments subscribed a further US$1,000,000 into the same convertible loan note.

On a fully diluted basis (assuming exercise of the Two Shields Investments' CLNs), Two Shields

Investments' interests represent approximately 20 per cent. of the share capital of BrandShield.

Further information about BrandShield is set out in paragraph 3 below.

WeShop Ltd ('WeShop')

WeShop is an innovative, digital social network platform focused on the rapidly growing social e-commerce sector. WeShop's digital platform enhances online shopping experiences by combining social media reviews,

likes, and shares with an engaging retail e-commerce offering, specifically tailored to the individual user. Users benefit from gaining access to thousands of brands and millions of products on one platform plus a two-way sharing of ideas with friends to participate in a rewards system. Brands and retailers benefit from the resulting increased sales and awareness.

WeShop is led by highly experienced and proven technology and retail professionals including Paul

Ellerbeck (formerly of Easyproperty and DMGT) and non-executive Chairman, Matthew Hammond, who is Group Managing Director and CFO of mail.ru, one of the largest internet companies in the Russian speaking market.

On 4 September 2019, BrandShield and WeShop signed an exclusive partnership focussed on the co-development of a global product, merchant and user verification proposition for social commerce. This will protect users from fraudulent online merchants, counterfeit product and fake user accounts and will also protect brands from counterfeiting and trademark infringement. WeShop intends to integrate the verification proposition into its B2C and B2B offering across over 100 million products in the UK alone within various marketplaces, further enhancing its credentials as one of the world's most powerful social commerce platforms.

WeShop and BrandShield are working together to evaluate how to most effectively utilise BrandShield's technology to better enable the protection of:

* social commerce users from fraudulent merchants and counterfeit products;

* brands and retailers from brand abuse and trademark infringement on social commerce platforms; and

* social commerce users and brands from fake users and accounts.

WeShop and BrandShield will initially pilot the technology across 10 global merchants (including brands,retailers, and marketplaces) from the WeShop data feeds with the aim of verifying the merchant and products. The partnership will be exclusive to WeShop within the global social commerce market.

WeShop announced on 27 August 2020, in its most recent investor update, that it had completed a

£9,000,000 fundraise from new investors as it continues its growth story. Additionally, Yoav Keren,

BrandShield CEO, joined the WeShop board as a Non-Executive Director in August 2020. The Existing

Directors believe it is in the interests of Two Shields Investments' Shareholders to continue to support this exciting business as it approaches what the Existing Directors believe will be a highly expansive period.

Two Shields Investments made its initial investment of £150,000 in WeShop on 21 June 2018 and funds were transferred on 6 July 2018. On 1 April 2019 Two Shields Investments invested £99,997 in cash and, on 18 June 2019, completed a share swap with the issue of 1,000,000,000 Existing Ordinary Shares. On 21 October 2019 Two Shields Investments made a further investment of £400,002 and funds were transferred during November 2019. On 10 March 2020 Two Shields Investments entered into a share swap agreement to acquire further shares in WeShop from an existing shareholder in consideration for the issue by the Company of 615,588,235 Existing Ordinary Shares.

At the date of this document Two Shields Investments holds 508,809 ordinary shares in WeShop representing approximately 10.7% of the issued share capital of WeShop. As at 31 March 2020 the carrying value in Two Shields Investments' accounts was £3,042,671. WeShop has announced its intention to list on a recognised stock exchange and Two Shields Investments is supporting WeShop in this regard.

Xantus Inc ('Xantus') and Leopard Lithium Pty Ltd

Until 16 December 2019, Two Shields Investments held a 40% interest in Xantus and a 30% interest in

Nashwan Holdings Ltd ("Nashwan"), both of which held exploration licences in southern Mali, an area with high potential for lithium pegmatite deposits. On 27 August 2019, Two Shields Investments announced that binding heads of agreement had been signed with Leopard Lithium Pty Ltd, an Australian registered private company, to sell Two Shields Investments' interests in Nashwan and Mansa Lithium Inc ("Mansa"), a subsidiary of Xantus. The sale of Nashwan and Mansa completed on 16 December 2019 and, as a result, Two Shields Investments now holds a total of 531 shares in Leopard Lithium, which represents approximately 26.5% of Leopard Lithium's share capital. As at 31 March 2020, the carrying value in Two Shields Investments' accounts for Leopard Lithium was £150,000. Two Shields Investments continues to hold 40% of Xantus which retains certain exploration licences in Niger.

Kalahari Key Mineral Exploration Company (Pty) Ltd ('KKME')

KKME is a special purpose company set up by an experienced team of explorers to explore for Nickel,

Copper and Platinum Group Metals in a highly prospective region in southern Botswana, Africa. Two Shields Investments holds 17.8% of the shares in Kalahari Key. As announced on 15 October and 27 October 2020, drilling of hole 1 at the Molopo Farms Complex is progressing well and such results are

supporting expected models for material metal reserves. As at 31 March 2020 the carrying value in Two Shields Investments' accounts was £175,000.

2.3 Reasons for the Acquisition

Two Shields Investments has actively sought to identify investment targets which the Existing Directors believe have the potential to develop new and disruptive technology. Two Shields Investments has previously announced that the Existing Directors see an opportunity to create considerable value in focusing on its existing high growth investments and have sought to increase Two Shields Investments' exposure to WeShop and BrandShield.

The Existing Directors believe that BrandShield is a dynamic business in a sector which they believe is

capable of significant growth, and that the Acquisition presents the Company and its Shareholders with an exciting opportunity to invest in a new and disruptive technology business with significant potential. Accordingly, the Directors propose that, subject to approval of the Resolutions by the Shareholders at the General Meeting, the Company should acquire BrandShield. The Enlarged Group's operations would thereafter primarily constitute the business of BrandShield, which is the provision of cyber security and threat intelligence services. Further details of the business and operations of BrandShield are set out in paragraph 3 below.

Two Shields Investments will continue to explore the options available to realise its remaining mining assets as opportunities for liquidity arise following the RTO.

3 INFORMATION ON BRANDSHIELD

3.1 Introduction

BrandShield provides an end-to-end digital brand protection and online threat hunting service for its

customers, and its software products protect its customers from the financial costs and reputational damage suffered by them resulting from phishing and fraud, executive impersonation or the sale of counterfeit goods online. These cyber fraud activities manifest themselves in various ways, such as fake websites masquerading as real ones, social media based phishing and fraud, and counterfeit sales on e-commerce marketplaces.

While there is a wide range of solutions which can be used to protect an organisation within its perimeter (i.e. within the software systems controlled by it), BrandShield's software focuses on the world outside those systems. BrandShield's software works by detecting potential threats, analysing them, prioritising them and then, in conjunction with its or the customer's enforcement team, taking them down. BrandShield has developed a suite of proprietary AI-powered software that largely automates the analysis and prioritization of online phishing and brand abuse cases. The technology uses big data and algorithms to find networks of fraudulent online activity and clusters of counterfeiters.

BrandShield's product offering includes automated takedown, real-time reporting, continually improving detection which is able to identify new types of threats, and has broadened its monitoring capabilities to include new marketplaces and social media platforms. Its products cover many types of online platforms including websites, marketplaces, social media, mobile apps and PPC ads. In response to customer demand, BrandShield has established its own in-house online hunting and enforcement team consisting mostly of qualified lawyers, with particular experience in IP law. The service is customised to the requirements of BrandShield's customers and experiences high success rates.

BrandShield currently works with many global brands. Fraudsters and counterfeiters are sector agnostic. BrandShield's customers operate in a variety of sectors including financial services, pharmaceuticals, fashion, online, sports and entertainment.

3.2 History

BrandShield was established in 2013 as a spin-out from an existing Israeli business, Domain The Net Technologies Limited ("DTNT"), which its founders (Yoav Keren, Yuval Zantkeren and David Fridman) had formed in 2000. DTNT is now the largest domain name registrar in Israel.

BrandShield's technology had been originally developed within DTNT as an adjunct to DTNT's business, with the support of grants received from Israel's Office of the Chief Scientist (now known as the Israel Innovation Authority) and was initially targeted at identifying trademark infringement and the sale of counterfeit goods online.

In order to finance the development of its software, BrandShield first raised money from outside investors in 2013 and, since then, has carried out several equity investment rounds and issued convertible loan notes raising an aggregate total of approximately US$8 million.

Between 2013 and 2017, BrandShield broadened its activities from the monitoring of websites to include the monitoring of online marketplaces, social media platforms, mobile applications and paid ads.

In 2017 BrandShield identified two major trends in its market: (1) phishing, fraud and brand impersonation, which have become an increasing threat to businesses of all types; and (2) outsourcing of the identification, and termination, of online threats. Customer feedback suggested that many customers do not have sufficient staff and knowledge to deal with threats, even if they are alerted to them, and would prefer to outsource the brand protection process.

BrandShield realised that its technology, which covered many types of online threats, could also provide a solution for an even larger market - the cyber security market. While BrandShield had been providing threat hunting services on a SaaS basis, in which customers terminate threats themselves, it then developed additional tools to automate the termination process and added its own enforcement division in order to offer a comprehensive brand protection solution, detecting online threats and taking them down. Customer response to this development has been positive. In the last two years, BrandShield has broadened its range of services to identify, analyse and subsequently eradicate cases of phishing, fraudulent sites and executive impersonation.

3.3 How BrandShield's products work

It can take a long time for a business to create a recognised, exciting and trusted brand. However, that trust can be undermined rapidly by the impact of online fraud such as identity theft, data hacks, and online crime. Customers expect brands to protect their private information and ensure that they do not become victims of online cyber criminals. BrandShield provides online brand protection to avoid the loss of brand trust and loyalty and its consequent impact on revenues and reputations resulting from the activities of fraudulent online activity.

BrandShield protects its customers from threats arising outside the perimeter of the enterprise networks functioning inside their organisation. BrandShield's software systems detect internet based attacks targeting a customer's own customers and employees. BrandShield monitors, detects, alerts and removes online threats for customers in a wide range of industries.

BrandShield's proprietary technology explores the internet to find websites, social media items (such as users, pages, posts), marketplace listings, mobile apps and paid ads that perform phishing attacks, commit fraud, sell counterfeit goods, divert user traffic, infringe trademarks or operate other abusive online activities. The System crawls the web and detects the use of brand names, corporate identities, logos, product names, an individual's name and other digital items. BrandShield collects data including the content of relevant web pages, pictures, code, relevant web metrics (including data traffic, social media engagement and other metrics) and uses big-data analysis to detect clusters of abuse, for example to find networks of websites performing phishing, detect related social media activity and find networks of counterfeiters.

The System uses Artificial Intelligence ("AI") including natural language processing, semantic analysis, logo recognition and machine learning, based on BrandShield's proprietary algorithms, to prioritize the potential level of threat to a customer posed by each item detected. The System also includes multiple enforcement tools, case management tools and statistical tools to allow effective removal of the threats.

Some of BrandShield's customers use the System on a SaaS basis and, once threats are detected, prefer to perform the enforcement actions themselves. Other customers use BrandShield's fully managed solution, whereby BrandShield's threat hunting team will work on the System on behalf of the customer to remove online threats.

The removal process is effected by sending "cease and desist" requests or takedown notices typically to one of the internet service providers ("ISPs") relevant to the case, such as the ISP hosting the phishing or fraudulent website, the appropriate domain name registrar, the operators of relevant social media platforms, marketplace platforms and mobile app platforms. The enforcement action typically leads to the immediate shutting down of the rogue site, as the service provider does not want to be liable for the fraudulent activity or have its own reputation damaged. The termination element has historically entailed high levels of customer involvement, however, customers are increasingly seeking to outsource the whole process to BrandShield, from threat identification to removal. The System works in real time, so that customers can view its findings on a dashboard, to which they have access. The System also includes a dedicated security dashboard to view threats, threats enforcement status and manage enforcement activities. It provides real time phishing alerts through text messages and email.

3.4 Marketing and Customers

BrandShield has a significant pipeline of potential business.

Historically, much of BrandShield's marketing has been done through attendance at trade shows, which provided it with the opportunity to demonstrate its products to potential customers. BrandShield has also acquired customers through online activity inbound directly to its website or through advertisements.

In the past two years BrandShield has built a structured marketing and sales process with an emphasis on online marketing and advertising. More recently, and particularly in light of travel restrictions caused by COVID-19, it has increased its focus on online marketing, which is highly cost effective avoiding the requirement to travel. While management believes that face-to-face meetings with existing and potential customers are an important element of the sales process, particularly in BrandShield's target market of international multibrand organisations, BrandShield intends to concentrate increasingly on online marketing making the most of virtual conference facilities.

Typically, BrandShield will organise a real time trial of its software to a potential customer, to demonstrate how the software works when applied to its own company name, brands, product names or executives' names. BrandShield has found that these demonstrations are highly effective in clarifying the scale of the problem to potential customer company executives.

Since 2018 BrandShield has sought to target larger customers, with an emphasis on those with multiple brands and products. As a result, the average revenue per user from 2018 to 2019 has increased by circa 131% per cent., the percentage of its customers who own multi brands and products has increased from none (in 2017) to 10 per cent. in 2019, and medium to large customers was 30 per cent. (up from 15 per cent. in 2017).

During 2018 the Company launched a product dedicated to customers running Initial Coin Offerings

("ICOs") with a 3-month subscription period. These were one off customers and as a result the overall

customer churn rate in 2019 was 35%. When adjusted for the one-off ICO customers, churn rate was 11%. Customer retention is a key performance indicator for the Company which aims for a 92% retention rate (or 8% churn). During the period since COVID-19 this churn rate has been higher (as set out in "Current Trading" section in paragraph 7 below, although compensated for new customers. The Company enters into an agreement with its customers, which sets out terms of trade, defines the brand names being protected, the service provided (either SaaS or fully managed), the subscription period and the price of the service. Subscriptions are typically one year in length and are usually auto-renewed on a rolling basis. As a consequence of annual agreements, there is usually an upturn of new contracts and renewals towards the end of the calendar year since this is generally when customers budget their expenditure for the following year.

The marketing team at BrandShield has historically been led by Yoav Keren (CEO), with the support of Itai Galmor, Chief Revenue Officer.

3.5 The market

According to the US Federal Bureau of Investigations ("FBI"), between October 2013 and May 2018 the reported global losses from phishing attacks were $12.5 billion, and between December 2016 and May 2018 there was a 136% increase in identified global exposed losses. The scam has been reported in all US 50 states and in 150 countries.

The FBI's report is limited to the type of phishing that is focused on the unauthorised transfer of funds,

which is only a part of the threats that BrandShield helps organisations fight. According to Verizon's 2019 Data Breach Investigations Report, 32% of data breaches involved phishing and 33% included social attacks.

The Ninth Annual Cost of Cybercrime Study (2019) conducted by Ponemon Institute LLC for Accenture,

which is based on in-depth interviews with more than 2,600 senior security professionals at 355 organisations, shows phishing and social engineering attacks are now experienced by 85 per cent. of

organisations, an increase of 16 per cent. over one year. According to this study, the average cost of a phishing attack for the organisations in the survey in 2018 was $1.407 million increasing by 8% from

$1.298 million in 2017. Cyber threats are not limited to large companies. According to The State of SMB Cyber Security in 2019, a research conducted by VansonBourne for Continuum, the cost of a cyber-attack for a small/medium business averages $53,987.

The COVID-19 crisis has been used by hackers to increase cybercrime activity with a focus on phishing,

with many warnings published by government organisations such as the US Federal Trade Commission, the FBI and the UK's National Cyber Security Centre, which announced in April 2020 that it took down 2,000 scams reported to them including 471 fake online shops selling fraudulent coronavirus related items and 200 phishing sites seeking personal information such as passwords or credit card details.

The international market for trade in counterfeit goods is huge. According to 2017 research by Frontier

Economics prepared for the International Chambers of Commerce, BASCAP and the International Trademark Association (INTA), the total value of counterfeit and pirated goods in 2013 was estimated to be between $923 billion to $1.13 trillion, and is expected to reach between $1.90 trillion to $2.81 trillion in 2022. The total wider economic and social costs of counterfeiting is expected to reach between $1.54 trillion to $1.87 trillion in 2022. The research attributes increasing influence to online counterfeiting and piracy, and estimates the value of digital piracy in movies, music and software could reach from $384 - $856 billion by 2022.

In recent years, the cyber threat intelligence market has evolved from small, ad-hoc tasks performed

disparately across a corporation to robust programs for numerous businesses employing their own staff and operating tools and processes that support the entire organisation.

MarketsandMarkets estimated that the global cyber threat intelligence market was worth US$ 5.3 billion in 2018 and is expected to grow to US$ 12.9 billion by 2023, at a compound annual growth rate ("CAGR") of 19.7%.

As businesses increasingly embrace cloud platforms, IoT, and other networking technologies, they are

becoming increasingly exposed to a range of cybersecurity breaches. This requires them to adopt software solutions if they are to strengthen their ability to detect, protect, and respond to the rapidly evolving range of online threats.

In addition, the growth of the threat intelligence market is being driven by an escalating number of cyber vulnerabilities. Rapid technological advancement has resulted in an increasing number of cybersecurity vulnerabilities including phishing, ransomware and insider attacks. Many companies are using threat intelligence solutions to gain evidence-based information to allow them to make informed decisions concerning current or emerging threats.

North America dominated the global threat intelligence market with an estimated 40% share in 2018. Europe was forecast to be the next largest revenue-generating region for threat intelligence solutions and service vendors in 2018 and has been forecast to grow at more than 13% CAGR from 2019 to 2025.

The Asia Pacific ("APAC") threat intelligence market is also forecast to be gaining traction. Small and

Medium Enterprises as well as large-scale organisations in the APAC region have started adopting threat intelligence solutions and services and consequently the APAC regional market is expected to grow at a CAGR of 21.1% from 2017 to 2025. The Middle East and Africa is anticipated to grow at a CAGR of 19.8% over the same period.

The managed services segment accounts for significant market share and is expected to continue to grow and expand at a significant CAGR of 19.2% from 2017 to 2025. The growth of the managed services segment is expected to be attributed, at least in part, to the strength of the intelligence at its foundation and the visibility of results.

A significant challenge for organisations is the lack of appropriate cybersecurity skills, which hampers their ability to continually meet all their evolving IT security needs. In addition, many companies are

experiencing a lack of qualified professionals to fill their vacant positions, leaving them more vulnerable to online abuse and fraud. The lack of competent cybersecurity professionals is becoming a significant problem in the cyber threat intelligence market.

While there is a growing number of corporations with dedicated cyber threat intelligence teams, the

importance of partnering with others, whether through a paid service provider relationship or through

information-sharing groups or programs remains important.

Technological advances, such as AI and machine learning, are changing the dynamic against online fraudsters. AI and machine learning-based solutions analyse large amounts of data from past experiences in order to identify new threats. AI and machine learning techniques filter duplicate information and provide usable intelligence to detect threats and are becoming increasingly vital in identifying and safeguarding against online security threats.

3.6 Team

As at 30 September 2020, BrandShield employed 29 staff (including part time staff), and currently shares offices with DTNT in Ramat-Hasharon, Israel. Two of its employees are based in the US.

3.7 Financials

Historical financial information on the Company is set out in Parts III and IV of this Document.. The trading performance of BrandShield has been as follows:

Sales are made predominantly in the United States (66% in 2019) with balance in Europe (19%) and Asia and Australia (15%). Over the last three years, BrandShield has increased its statutory reported revenues by 158 per cent. from $265k to $1.77 million.

There is one continuing class of business, being the provision of in brand protection and online threat

hunting. Given this, no further segmental information has been provided. BrandShield believes that Annualised Recurring Revenue ("ARR") is a more indicative metric for assessing its present level of activity - as typically customers sign up on 12 month rolling contracts. The (unaudited) ARR increased by c83 per cent. over the period from $570k (31 December 2017) to $1.915m (31 December 2019). As at 30 September 2020, the (unaudited) ARR was $2.50 million across 67 customers, representing a 30.5 per cent. increase over the December 31 2019 position.

As at 30 June 2020 the (unaudited) net asset value of BrandShield was ($3.02) million (31 December 2019 : ($2.57) million (audited)).

3.9 Key strengths

In the view of the Directors, BrandShield's key strengths are as follows:

* BrandShield operates in a very substantial and growing market;

* Its software addresses a major issue for its customers, which entails a significant cyber security risk to them or their customers, and costs them significant money in terms of fraud or lost sales, and damage to their brands and reputations;

* BrandShield's products offer an end-to-end solution to its customers, from identifying an online threat (be it an illegal phishing, fraud, impersonation or counterfeiting activity online) to eradicating the threat. Using AI and big data, BrandShield's software is able to prioritise online threats in terms of

their potential to damage brands;

* BrandShield has a broad range of customers across a number of sectors and increasingly acts for larger customers with dozens to hundreds of brands, thus offering it the opportunity to cross-sell within these organisations; and

* BrandShield's management is highly experienced.

4 EXISTING DIRECTORS, PROPOSED DIRECTORS AND SENIOR MANAGEMENT

Conditional on the passing of the Resolutions and Admission, Andrew Lawley and Sandy Barblett will resign as Directors and, upon completion of the Proposals, Uzi Mcovici, Yoav Keren, Yuval Zantkeren, Ravit Freedman and Dr Zar Amrolia (the "Proposed Directors") will be appointed as Directors of the Company. John Taylor will remain on the Board.

Proposed Directors

Azriel ("Uzi") Moscovici - Non Executive Chairman (aged 56)

Uzi is an experienced manager and technologist with considerable knowledge in information, communications and cyber technology. Uzi is currently the Chief Executive of Waveguard, an intelligence and offensive cyber company based in Tel Aviv. Prior to that appointment he was Vice President of the Missile Systems division of Israeli Aviation Industries. He is also a Major General (reserves) and the former head of the Israeli Defence Force's Cyber Defence and IT directorate. In that position he was responsible for IT architecture, communications, software, computing centres, cryptography, spectrum and cyber defence.

Before that Uzi was a commander of front line units up to a division level. Uzi qualified as an aerodynamics engineer and holds an MSc. in Strategy and an MBA.

Yoav Keren - Chief Executive Officer (aged 48)

Yoav was a co-founder (together with Yuval Zantkeren and David Fridman) and CEO of Domain The Net Technologies Limited, which was founded in 2000 and is the largest domain name registrar in Israel. Yoav has 24 years of experience in financial management, marketing and business development. He was a Council Member at the Internet Corporation for Assigned Names and Numbers ("ICANN"), an American multi-stakeholder group and non-profit organisation responsible for coordinating the maintenance and procedures of several databases related to the domain names and numerical spaces of the Internet, ensuring the network's stable and secure operation. He is a member of the anti-counterfeiting committee at the International Trademark Association and a Non-executive Director of WeShop, a digital social network platform focused on the e-commerce sector. Prior to this, Yoav was a Senior Advisor to a minister in the Israeli government and was head of the Technology branch of the Israeli military's Information Security Department. He holds an MBA from the Kellogg & Recanati business schools (Northwestern University & Tel-Aviv University), and a B.A. in Economics and Physics from the Tel-Aviv University. Yoav is the cousin of Yuval Zantkeren. Yoav is a member of the Concert Party.

Yuval Zantkeren - Chief Technology Officer (aged 48)

Yuval was a co-founder (together with Yoav Keren and David Fridman), co-CEO and Chief Technology

Officer of Domain The Net Technologies Limited, which was founded in 2000 and is the largest domain

name registrar in Israel. Yuval is an internet information systems expert. Has 22 years of experience in managing software development and web development, specialising in domain name systems and

international domain name systems. Yuval was a member of the Government Advisory Committee at

ICANN for Israel. He holds an LLB degree in Law (and is a qualified lawyer), earned a Business Administration degree Cum Laude specialising in Information Technology and holds a Bachelor's degree in Computer Science from IDC Herzliya. Yuval is a member of the Concert Party.

Ravit Freedman - Chief Financial Officer (aged 46)

Ravit has over 20 years of experience acting as CFO, Financial Controller, VP Finance and Auditor in a

range of sectors including internationally focused technology companies. She is a Certified Public Accountant and holds a Masters of Law (LLM) from Bar-Ilan University. She started her career as an auditor with Arthur Anderson before acting as CFO for a number of early stage companies. From 2002 to 2009 she was Financial Controller of RDT Group which by then had turnover of tens of millions of USD.

More recently she was CFO of The Port of Tel Aviv and VP Finance for KiloLambda Technologies Limited

which was acquired by Elbit Systems Ltd. Earlier this year she has been a Temporary Financial Controller for an International Hi Tech Company in the Cyber Security Sector.

Dr. Zarthustra ("Zar") Jal Amrolia - Non Executive Director (aged 57)

Zar is co-CEO of XTX Markets, a leading quantitative-driven electronic market-maker partnering with

counterparties, exchanges and e-trading venues globally to provide liquidity in the Equity, FX, Fixed Income and Commodity markets. Zar has over 25 years of experience in the investment banking industry. He started his career at Credit Suisse before joining Deutsche Bank. He became a Partner Managing Director at Goldman Sachs. Following this, Zar was also Global Head of FX and then Co-Head of FICC at Deutsche Bank. Zar holds a BSc in Physics from Imperial College, London and a PhD in mathematics from Oxford University. Zar is a member of the Concert Party.

The details of their service contracts and letters of appointment are as follows:

Yoav Keren

On 10 November 2020 Yoav Keren entered into a service agreement with the Company to act as Chief Executive with effect from Admission at an initial salary of US$20,000 per annum.

Summary of material terms:

- Yoav's employment will continue until terminated by either party giving the other

twelve (12) months' notice in certain circumstances;

- If Yoav leaves for "Good Reason" (as defined in the service contract being circumstances customary to Israel Severance Pay Law, 5723-2963) which includes health, constructive dismissal by the Company or significant milestones in the employees life, or his employment is terminated by the Company without cause, he may reduce his notice period to no less than 6 months whilst retaining his 12 months' notice pay;

- If Yoav's employment is terminated other than for termination by cause by the Company, he is entitled to a 12 month salary severance payment; The agreement contains confidentiality, non-competitive and non-solicitation provisions effective for a period of 12 months following the termination of Yoav's employment (but such period will be calculated from the date of Yoav's 12 months' notice period and not any reduced notice period as a result of Yoav being a leaver for Good Reason);

- Yoav's holiday entitlement is provided on a group company basis and accordingly his holiday entitlement accrues pursuant to his service agreement with BrandShield (as detailed below).

In addition, Yoav Keren has a service contract dated 10 November 2020 with BrandShield to act as Chief Executive of BrandShield at a salary of 684,000 NIS (approximately US$200,000) per annum.

Summary of material terms:

- Yoav's employment will continue until terminated by either party giving the other twelve (12) months' notice in certain circumstances;

- If Yoav leaves for "Good Reason" (as defined in the service contract being circumstances customary to Israel Severance Pay Law, 5723-2963) which includes health, constructive dismissal by BrandShield or significant milestones in the employees life, or his employment is terminated by BrandShield without cause, he may reduce his notice period to no less than 6 months whilst retaining his 12 months' notice pay;

- If Yoav's employment is terminated other than for termination by cause by BrandShield, he is entitled to a 12 month salary severance payment;

- The agreement contains confidentiality, non-competitive and non-solicitation provisions effective for a period of 12 months following the termination of Yoav's employment (but such period will be calculated from the date of Yoav's 12 months' notice period and not any reduced notice period as a result of Yoav being a leaver for Good Reason);

- Yoav's benefits including insurance and health benefits are considered to be in-line with market practice in Israel and are customary in their nature.

Ravit Freedman

On 10 November 2020 Ravit Freedman entered into a service agreement with the Company to act as Chief Financial Officer with effect from Admission at an initial salary of £10,000 per annum.

The following key terms:

- Ravit will commit 4 days a month to the Company with respect to performing the role of Chief Financial Officer.

- Ravit's holiday entitlement is provided on a group company basis and accordingly the relevant holiday entitlement accrues pursuant to her service agreement with BrandShield (as detailed below)

- Ravit's employment will continue until terminated by either party giving the other with a notice as follows: (i) if terminated by the Company - as required by Israeli law (i.e., a maximum of 30 days as applicable under the circumstances), and (ii) if terminated by Ravit - 90 days' notice.

- The agreement contains confidentiality, non-competitive and non-solicitation provisions effective for a period of 12 months following the termination of Ravit's employment.

In addition, Ravit Freedman has a service contract dated 22 July 2020 with BrandShield to act as Chief Financial Officer of BrandShield at a salary of approximately £39,000 per annum in addition to the payment as above.

Summary of material terms:

- Ravit will commit 5 days a week to BrandShield with respect to performing the role of Chief Financial Officer (on a 50%-67% hours per day basis).

- Ravit's employment will continue until terminated by either party giving the other with a notice as required by Israeli law (i.e., a maximum of 30 days as applicable under the circumstances);

- The agreement contains confidentiality, non-competitive and non-solicitation provisions effective for a period of 12 months following the termination of Ravit's employment;

- Ravit's benefits including insurance and health benefits are considered to be in-line with market practice in Israel and are customary in their nature.

Yuval Zantkeren

On 10 November 2020 Yuval Zantkeren entered into a service agreement with the Company to act as Chief Technology Officer with effect from Admission at an initial salary of US$20,000 per annum.

Summary of material terms:

- Yuval's employment will continue until terminated by either party giving the other twelve (12) months' notice in certain circumstances;

- If Yuval leaves for "Good Reason" (as defined in the service contract being circumstances customary to Israel Severance Pay Law, 5723-2963) which includes health, constructive dismissal by the Company or significant milestones in the employees life, or his employment is terminated by the Company without cause, he may reduce his notice period to no less than 6 months whilst retaining his 12 months' notice pay;

- If Yuval's employment is terminated other than for termination by cause by the Company, he is entitled to a 12 month salary severance payment;

- The agreement contains confidentiality, non-competitive and non-solicitation provisions effective for a period of 12 months following the termination of Yuval's employment (but such period will be calculated from the date of Yoav 12 months' notice period and not any reduced notice period as a result of Yuval being a leaver for Good Reason);

- Yuval's holiday entitlement is provided on a group company basis and accordingly his holiday entitlement accrues pursuant to his service agreement with BrandShield (as detailed below).

In addition, Yuval Zantkeren has a service contract dated 10 November 2020 with BrandShield to act as Chief Technology Officer of BrandShield at a salary of 684,000 NIS (approximately US$200,000) per annum.

Summary of material terms:

- Yuval's employment will continue until terminated by either party giving the other twelve (12) months' notice in certain circumstances;

- If Yuval leaves for "Good Reason" (as defined in the service contract being circumstances customary to Israel Severance Pay Law, 5723-2963) which includes health, constructive dismissal by BrandShield or significant milestones in the employees life, or his employment is terminated by BrandShield without cause, he may reduce his notice period to no less than 6 months whilst retaining his 12 months' notice pay;

- If Yuval's employment is terminated other than for termination by cause by BrandShield, he is entitled to a 12 month salary severance payment;

- The agreement contains confidentiality, non-competitive and non-solicitation provisions effective for a period of 12 months following the termination of Yuval's employment (but such period will be calculated from the date of Yuval's 12 months' notice period and not any reduced notice period as a result of Yuval being a leaver for Good Reason);

- Yuval's benefits including insurance and health benefits are considered to be in-line with market practice in Israel and are customary in their nature.

Zar Amrolia

Pursuant to a letter of appointment dated 10 November 2020 between the Company and Dr Zar

Amrolia, Zar is engaged as a Non-Executive Director with the following key terms:

- £30,000 per annum;

- The appointment will continue until either party serves three (3) months' notice or he is not elected at future general meetings of the Company where he is required to offer himself for re-election in accordance with the Articles of the Company;

- Services to be delivered for an anticipated period of 2 days a month;

- Customary travel and expenses rights;

- includes a confidentiality undertaking unlimited in time.

Zar has elected to waive his fees for such appointment and will do so until such time as he notifies the Company to the contrary. During the period of waiver, the fees will not accrue, the payment obligation on the Company during the waiver period will be released irrevocably.

Azriel Moscovici

Pursuant to a letter of appointment dated 10 November 2020 between the Company and Azriel

("Uzi") Moscovici, Uzi is engaged as Non-Executive Chairman.

Key terms:

- £30,000 per annum;

- The appointment will continue until either party serves three (3) months' notice or he is not elected at future general meetings of the Company where he is required to offer himself for re-election in accordance with the Articles of the Company;

- Services to be delivered for an anticipated period of 2 days a month;

- Customary travel and expenses rights;

- includes a confidentiality undertaking unlimited in time.

4.3 Senior Management

Details of key senior management within the Enlarged Group are set out below:

Itai Galmor - Chief Revenue Officer (aged 47)

Itai brings over 18 years of experience in managing marketing departments in technology-driven organisations. Prior to joining BrandShield, Itai served as a VP Global Marketing and Business Development in Magic (NASDAQ: MGIC) and in various global hi-tech organisations. Itai holds an MBA in Business Administration with a specialisation in Marketing and a B.A. in Business Administration.

David Fridman - Chief of Strategy (aged 53)

David was a co-founder (together with Yoav Keren and Yuval Zantkeren) and Chief Marketing Officer of Domain The Net Technologies Limited, which was founded in 2000 and is the largest domain name

registrar in Israel. David is an Internet Marketing and New-Media Expert. He has 30 years of marketing

management experience and was previously Marketing Manager at Bezeq-International. David is a lecturer on Internet Marketing Methods at several universities and holds an M.Sc. in Management & Behavioral Sciences from the Technion Institute, and a B.A. in Social Sciences from Haifa University. David is a member of the Concert Party.

5 PRINCIPAL TERMS OF THE ACQUISITION

The Company has conditionally agreed to acquire the entire issued and to be issued share capital of BrandShield other than the shares already owned by Two Shields Investments and those to be issued

pursuant to the exercise of its conversion rights under the Two Shields Investments' CLNs, for an aggregate consideration of approximately £13.15 million, to be satisfied by the issue of the Consideration Shares at the Placing Price pursuant to the terms of the Acquisition Agreement and the Drag Along Procedure.

Two Shields Investments has today entered into the Acquisition Agreement, pursuant to which it has

conditionally agreed to acquire 100 per cent. of the issued and to be issued share capital of BrandShield, being the interests held by the major shareholders and key executives of BrandShield. The Acquisition Agreement is conditional, among other things, on the passing of the Resolutions and the Placing and Subscription and Admission becoming effective on or before 15 December 2020. The Company and the Vendors have given customary warranties pursuant to the Acquisition Agreement.

The terms of the Acquisition Agreement have been approved by the Israeli Tax Authority (the "ITA") with the terms of such approval being detailed in a written Ruling issued to BrandShield. Pursuant to the terms of the Ruling, the capital gains taxes due by Israeli resident BrandShield Shareholders as a result of the Acquisition will be postponed until the Consideration Shares are sold, and - in order to secure the payment of taxes - the Consideration Shares issued to the Israeli resident BrandShield Shareholders and the issued share capital of BrandShield to be transferred to Two Shields Investments will be held on trust by Altshuler Shaham Trusts Ltd or such other trustee as may be appointed from time to time (the "Trustee") as custodian until the taxes are duly paid. In addition, the Trustee has undertaken that, for a period of two years following Admission (the "Restricted Period"), it will not release such shares from the trust arrangement if, as result of the transfer the current (i) BrandShield Shareholders and (ii) those Two Shields Investments Shareholders holding 5% or more of the New Ordinary Shares at the date of this document, will hold in aggregate less than 25% of the issued share capital of the Company (disregarding existing Two Shields Investments' Shareholders holding less than 5% of the New Ordinary Shares on Admission) (the "Shareholders Minimum Holding Requirement"), or Two Shields Investments will hold less than 51% of the issued share capital of BrandShield.

In order to enforce the above minimum holdings limitation, all BrandShield Shareholders (including non-Israeli residents) have been requested by BrandShield to deposit their Consideration Shares with the Trustee (and as of the date hereof, BrandShield Shareholders that are to receive 99% of the Consideration Shares, have agreed to become parties to the Trust Documentation). In addition, Yoav Keren is appointed by the BrandShield Shareholders that are parties to the Trust Documentation as the beneficiary of a co-sale arrangement between them pursuant to the terms of the Trust Documentation (the "Beneficiary"). Acting in his capacity as the Beneficiary, Yoav Keren is appointed by the BrandShield Shareholders to regulate between them compliance with the Shareholders Minimum Holding Requirement, in addition and without limitation to the Trustee who manages the relevant tax liabilities owed by the relevant BrandShield Shareholders to the ITA. The trust will be managed by the Trustee in accordance with the Trust Documentation between the Trustee, BrandShield Shareholders, Two Shields Investments and BrandShield. The Trustee arrangement with the Trustee would not prevent the Shareholders from accepting, or agreeing to accept, a takeover offer for the Company within the Restricted Period. However, in such a situation the Trustee would ensure appropriate taxation had been paid over to the ITA before releasing the shares.

7 CURRENT TRADING AND PROSPECTS

Two Shields Investments

Two Shields Investments is an investing company and, as such, has no trading business. Following completion of the Acquisition and Admission, the operating business of the Company will be the business of BrandShield. The Directors expect the Company to continue to reduce its interests in its remaining mining assets and to manage its investment in WeShop for the benefit of business of BrandShield.

BrandShield

Unsurprisingly, the most significant factor affecting BrandShield in the period since 31 December 2019 has been COVID-19. Israel responded quickly to the virus and began imposing lockdown restrictions on 10 March, which were tightened during March and a National State of Emergency was declared on 19 March. Lockdown restrictions were eased on 4 May. The country experienced a second spike in late July 2020 and consequently implemented a new plan at the beginning of August 2020 and had a second lock-down during September and October 2020.

Like other businesses, BrandShield responded by introducing working from home for its employees and replacing physical meetings with video conferencing. Operationally, this has worked well. BrandShield's customers are principally based outside of Israel and predominantly in the US. A significant proportion of new business has historically been generated at trade shows, but in the past two years BrandShield has expanded its online marketing activity. This has allowed it replace lead generation based around attendance at trade shows with increased online advertising, marketing and direct lead generation activities, using video conferencing.

The initial impact on BrandShield's business was an increase in churn, with some customers, particularly those in the travel and leisure sectors, not renewing as they responded to dramatic fall off in demand by reducing expenditure across their businesses. COVID-19 has led to a significant increase in on-line traffic. This has led to a corresponding increase in phishing and online fraud, which has highlighted to BrandShield's customers and potential customers the importance of systems such as that provided by BrandShield, to protect their own brands and reputations, and their own customers.This has benefited BrandShield and, at 30 September 2020, ARR was $2.50m, an increase of 30.5 per cent. on the ARR of $1.915m at December 2019 and after estimated ARR losses of $343,000 due to COVID-19 and overall, BrandShield has traded in line with budget notwithstanding the pandemic.

A further trend of note is that BrandShield has seen a growth in size of its typical customer, moving towards multi-brand faceted clients which has resulted in higher subscription fees per user for these larger organisations. In addition, BrandShield's growth in product capability suite has also led increased revenue per client for all customer tiers. Looking forward, BrandShield's management team expects online activity to continue to grow, with a corresponding increase in online phishing and fraud and the need for systems to protect companies against them. This should benefit BrandShield's business.

9 FUTURE STRATEGY OF THE ENLARGED GROUP AND USE OF PROCEEDS

The Enlarged Group intends now to move its focus from product development to sales and marketing to capture what the Board believes to be an exceptional market opportunity. Thus, the Enlarged Group intends to apply part of the proceeds of the Placing and Subscription to increase sales and marketing expenditure from $0.8m in 2019 to $1.2m in 2020, and $3.1m in 2021. This will entail:

* Increasing the sales team from two to 15 by the end of 2021;

* Geographical expansion of the sales team to the US and the UK;

* Establishing a specialist marketing team, initially of two people;

* Appointment of agencies for digital marketing, sales initiation/lead generation and PR;

* Increased attendance at industry conferences;

* Initiation of advertising and sales promotion programmes; and

* Expanding marketing and sales automation tools."

10 CHANGE OF NAME AND YEAR END

Subject to Shareholders' approval of Resolution 12 as a special resolution, the name of the Company will be changed to BrandShield Systems Plc, with effect from Admission, to better reflect the operations of the Enlarged Group.

If the special resolution to approve the change of name of the Company is passed at the General Meeting, the Company's AIM symbol will be changed to BRSD and its website address will be changed to www.brandshield.com following the Change of Name being registered at Companies House. The Company also intends to change its accounting reference date to 31 December to conform to that of BrandShield.

11 PLACING AND SUBSCRIPTION

Placing

The Company proposes to undertake the Placing to raise approximately £2.98 million (before expenses) by the issue of the Placing Shares at the Placing Price.

Under the Placing Agreement Optiva and Mirabaud have conditionally agreed to use their reasonable

endeavours to procure subscribers for the Placing Shares. The Placing Shares will rank pari passu with the Existing Ordinary Shares. The Placing is not underwritten or guaranteed. Following their issue, the Placing Shares will represent approximately 13.1 per cent. of the Enlarged Ordinary Share Capital.

The Placing is conditional on, amongst other things: (a) the Placing Agreement having become unconditional and not having been terminated in accordance with its terms; (b) the Acquisition Agreement not having been terminated or amended, and having become unconditional; and (c) Admission having become effective by no later than 8.00 a.m. on 1 December 2020 or such later time being no later than 5.00 p.m. on 15 December 2020, as the Company, SPARK, Mirabaud and Optiva may agree.

Subscriptions

The Company proposes to undertake the Subscriptions to raise approximately £0.22 million by the issue of the Subscription Shares at the Placing Price. The Subscription Shares will rank pari passu with the Existing Ordinary Shares. Following their issue, the Subscription Shares will represent approximately 1.0 per cent. of the Enlarged Ordinary Share Capital.

The Subscriptions are conditional on the Resolutions being passed at the General Meeting and Admission having become effective by no later than 8.00 a.m. on 31 December 2020.

12 SHARE CAPITAL REORGANISATION

Consolidation

The Company has approximately 6.5 billion shares in issue and a share price which is a fraction of a

penny. The Existing Directors believe that it appropriate that the Company effect the Share Consolidation, both to reduce the number of shares it has in issue, and to increase the share price. They believe that this should reduce the spread on the New Ordinary Shares (the difference between the bid and offer price) and improve the marketability of the New Ordinary Shares.

Accordingly, the Company is proposing the Share Consolidation pursuant to which every 200 Existing

Ordinary Shares of 0.1 pence each will be consolidated into one Ordinary Share with a nominal value of 20 pence, along with allotment of 69 shares to make the number of shares in issue divisible by 200.

Following the Share Consolidation (ignoring, for this purpose, the Consideration Shares the Placing Shares and the Subscription Shares), there will be 32,385,056 New Ordinary Shares in issue. Holders of Existing Ordinary Shares ("Existing Shareholders") should note that while the numbers of shares held by them will change, the proportion of the issued ordinary shareholdings in the Company held by each Existing Shareholder immediately before and after the Share Consolidation will, except for fractional entitlements, be unchanged.

Any Existing Shareholders holding fewer than 200 Existing Ordinary Shares at 6.00 p.m. on 27 November 2020 (or such later date as the Directors may determine and communicate to Shareholders by an appropriate announcement to a Regulatory Information Service) ("the Record Date") will cease to be a Shareholder of the Company. The value of 200 Existing Ordinary Shares at the Placing Price is approximately 20p.

Existing Shareholders with a holding of more than 200 Existing Ordinary Shares, but which is not exactly divisible by 200, will have their holding rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements to a New Ordinary Share will be aggregated and sold in the market, for the best price reasonably obtainable on behalf of those Shareholders entitled to the fractions. As the net proceeds of sale will amount to less than £3 for any entitled Shareholder, they will (in accordance with usual market practice) be retained by the Company.

Sub-division

The Companies Act 2006 prohibits the Company from issuing shares at a price below their nominal value. As the price at which the Placing Shares and Subscription Shares are proposed to be issued is the same as the 20 pence per share nominal value of Ordinary Shares arising on the Share Consolidation outlined above, it is proposed that each of the consolidated Ordinary Shares of 20 pence be sub-divided into one New Ordinary Share of 1 pence and one Deferred Share of 19 pence, such Deferred Shares having the rights and being subject to the restrictions attached to them as set out in Resolution 1 in the Notice of General Meeting. The Deferred Shares will not entitle their holders to receive notice of or to attend or vote at any general meeting of the Company, or to receive any dividend or other distribution. On a return of capital on a winding up or dissolution of the Company, the holders of the Deferred Shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after the holders of the New Ordinary Shares have received £100,000 per New Ordinary Share. The holders of Deferred Shares are not entitled to any further right of participation in the assets of the Company. The Company shall have the right to purchase the Deferred Shares in issue at any time for no consideration. As such, the Deferred Shares effectively have no value. Share certificates will not be issued in respect of the Deferred Shares, and they will not be admitted to trading on AIM.

The ISIN for the Existing Ordinary Shares is GB00BYQ5L258. This will change to GB00BM97CN29 for

the New Ordinary Shares as a result of the Share Consolidation and Sub-division.

13 ADMISSION TO AIM AND DEALINGS IN THE ENLARGED ORDINARY SHARE CAPITAL

If all of the Resolutions are passed at the General Meeting, application will be made for the Enlarged

Ordinary Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on 1 December 2020.

SPARK Advisory Partners has been retained as the Company's nominated adviser and Optiva and Mirabaud have been retained as the Company's brokers respectively in relation to the Placing.

Defined terms used above are as per the Definitions section of the Admission Document which is available on www.twoshields.co.uk/

24 GENERAL MEETING

You will find set out at the end of this document a notice convening the General Meeting of the Company to be held at 10.00 a.m. on 27 November 2020 at the offices of Hill Dickinson, The Broadgate Tower, 20 Primrose St, London EC2A 2EW, at which the following Resolutions will be proposed:

Resolution 1: to consolidate every 200 Existing Ordinary Shares into one New Ordinary Share and to subdivide each Ordinary Share arising on the Share Consolidation into one New Ordinary Share and one Deferred Share;

Resolution 2: to insert the rights attaching to the Deferred Shares into the Articles of Association;

Resolution 3: to approve the Whitewash Resolution (to be taken on a poll and to be voted on by the

Independent Shareholders only);

Resolution 4: to approve the Acquisition;

Resolution 5: to appoint Yoav Keren as a director of the Company;

Resolution 6: to appoint Yuval Zantkeren as a director of the Company;

Resolution 7: to appoint Ravit Freedman as a director of the Company;

Resolution 8: to appoint Azriel Moscovici as a director of the Company;

Resolution 9: to appoint Dr. Zarthustra Jal Amrolia as a director of the Company;

Resolution 10: to authorise the Directors to allot New Ordinary Shares, including in relation to the Replacement Options, the Replacement Warrants, the New Unapproved Options and LTIP Options;

Resolution 11: to disapply statutory pre-emption provisions to enable the Directors in certain circumstances to allot New Ordinary Shares in connection with the Proposals for cash other than on a pre-emptive basis; and

Resolution 12: to approve the Change of Name.

Admission Statistics

For further information please visit www.twoshields.co.uk/ or contact:

Notes to Editors:

Two Shields Investments plc, the AIM quoted investment company with a strategy to build a portfolio of high-quality investments in fast growing, scalable digital and technology enabled businesses, including those in the cyber security, e-commerce services and consumer sectors. The Company has appointed an experienced Board of Directors with a proven pedigree in the origination, acquisition, development & sale of projects and creating value for shareholders. The investment mandate covers unquoted and quoted businesses, as well as direct project investment. Where appropriate the Board will apply its extensive combined experience to directly support investee businesses achieve their growth potential.