TSI.L Regulatory News (TSI)

Two Shields Investments Plc / EPIC: TSI / Market: AIM

2 July 2018

Two Shields Investments Plc ("Two Shields" or the "Company")

Final Results for the Year Ended 31 March 2018

Two Shields Investments Plc, the AIM-quoted investment company, is pleased to announce its final results for the year ended 31 March 2018.

Copies of the Company's annual report and financial statements for the year ended 31 March 2018 will shortly be sent to shareholders and will be available at the Company's website: www.twoshields.co.uk/.

The Company also gives notice that its Annual General Meeting ('AGM') will be held at the offices of Hill Dickinson LLP, 105 Jermyn Street, London SW1Y 6EE at 10.00 a.m. on 26 July 2018.

Highlights

· Delivering on new strategy focused on building a portfolio of interests in fast growing and disruptive markets, specifically technology metals and cyber-security, which have significant re-rating potential

· Exposure to lithium, a key component in batteries for electric vehicles and energy storage, via a 40% holding in Mansa Lithium Inc. and a 30% interest in Nashwan Holdings Ltd. which hold highly prospective licences in Mali and Niger located within the Bougouni region - a rapidly emerging lithium district

o Results of initial exploration in Mali have been indicative of high grade lithium mineralisation beneath the weathered surface

o Re-evaluation of historical data for the Niger licence that included the analysis of high grade lithium pegmatites returned average grades of up to 3.22%

o Exploration results from Niger and Mali drill programs - Q3 2018

· Exposure to cobalt, also used in battery technology, gained via acquisition of an initial 25% interest in Cobalt Blue Holdings, which is developing a portfolio of cobalt assets in Cameroon focussing on land surrounding the Nkamouna and Mada Project, one of the world's largest known primary cobalt deposits

· Strategic investment in leading global cybersecurity and anti-fraud company, Brandshield

o rapidly growing blue chip client base includes: Visa, Credit Suisse and New Balance

o disruptive technology targeting the anti-cyber-scam market via the launch of MyShield, the world's first de-centralised anti-scam platform that utilises blockchain technology

· Actively evaluating additional opportunities that match the Company's investment criteria and which offer significant re-rating potential for TSI shareholders

Charlie Wood, Chairman of Two Shields, said, "Our objective is to build a pipeline of re-rating opportunities for our shareholders and thanks to the progress we have made over the course of the year, we are doing just that. Two Shields now has a technology-focused portfolio which is exposed to markets and commodities that are benefiting from long-term structural drivers. In technology metals, soaring demand for lithium and cobalt to power electric vehicles and renewable energy is expected to result in a critical need for new supplies of both metals to come on stream. Two Shields' portfolio of interests in lithium and cobalt is ideally placed to help satisfy future demand. Our lithium interests are located in the Bougouni region, a rapidly emerging lithium district; while our cobalt licences are situated within a premier region for cobalt mineralisation.

Our investment in leading anti-fraud and cyber security company Brandshield fits with our focus on fast-growing technologies. With cyber security one of the major issues of the day, demand for tier one solutions is set to grow strongly for many years to come. As a 50% increase in customers this year demonstrates, Brandshield is already reaping the benefits. Together with the launch of its innovative anti-scam platform MyShield and the launch of the associated initial coin offering which we will be participating in via our position as early shareholders, Brandshield offers multiple value drivers for Two Shields.

In line with our strategy, all our early stage investments are potential company makers and with significant progress being made across our portfolio, I am confident the next few months will not be short of high impact news flow."

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

Chairman's Statement

New corporate name, new Board, new focus on technology metals and cybersecurity, the year under review has been a transformative period for Two Shields. Underlying all this activity lies the significant changes that have been made to our portfolio of investments which is now focused on fast-growing disruptive markets. Today, Two Shields has interests in projects in recognised mineral rich jurisdictions that are highly prospective for lithium and cobalt, two metals that are in high demand thanks to the critical roles they play in battery technology. In addition, TSI has an 8.95%% interest in Brandshield, a cutting-edge cybersecurity company which has launched the world's first anti-scam blockchain platform. Thanks to the progress made and ongoing activity across our core investments, we have put in place a platform that we are confident will generate multiple value trigger events for our shareholders in the year ahead and beyond.

Two Shields' exposure to lithium is provided via a 40% holding in Mansa Lithium Inc. and a 30% interest in Nashwan Holdings Ltd. Both hold licences in areas in Mali and Niger that are highly prospective for lithium, including the rapidly emerging Bougouni region. Results of initial exploration indicate the Mansa and Nashwan licence portfolio has the potential to add to the region's growing reputation as a premium lithium belt. In Mali, the results of two initial phases of exploration are indicative of the presence of high grade lithium mineralisation beneath the weathered surface. In Niger, results of a recently completed re-evaluation of historical data, which involved analysing high grade lithium bearing pegmatites returned average grades of 3.22% Li2O, 2.05% and 1.45% Li2O at three selected spodumene-mineralised pegmatite veins with individual sample grades of up to 4.65% encountered. 

Importantly, the results of this initial exploration across TSI's lithium portfolio are consistent with those of work undertaken at a similar stage by operators on nearby and / or adjoining licence areas, including Birimian Ltd, which is developing the Bougouni lithium project where grades of 11m at 2.41% Li2O from 69m and 13m at 2.36 Li2O from 137m have been reported. Based on these highly encouraging results, follow-up exploration work is planned in both Mali and Niger including an Auger drilling programme.

In Cobalt, Two Shields has acquired an initial 25% interest in Cobalt Blue Holdings ("CBH"), which is building a portfolio of cobalt assets that surrounds the Nkamouna and Mada Cobalt-Nickel Project, one of the world's largest known primary cobalt deposits. In all, CBH has applied for six exploration licences covering 2,837 sq.km in Cameroon, four of which have been granted to date. As with our lithium exposure, CBH's licences have an excellent address, being located in a proven cobalt district in West Africa. In addition, historical studies have indicated 59.8 million tonnes (Mt) grading an average of 0.24% cobalt, 0.68% nickel and 1.37% manganese. An exploration programme is currently being developed and this is due to commence once the final licences have been granted. Two Shields has secured a conditional call option that could see the Company increase its interest in Cobalt Blue to 49%.

The emergence of lithium and cobalt as key technology metals is based on their use in batteries that are crucial to powering the rise of disruptive applications such as electric vehicles in the automotive sector and energy storage in the renewables industry. Thanks to having robust structural drivers, both metals benefit from having highly favourable supply/demand dynamics which in turn provide a supportive pricing backdrop. The numbers speak for themselves. According to Bloomberg, there were 556,000 electric vehicles ("EV") on the road in 2015. Fast forward to 2030 and this number is set to increase to 20 million. With lithium making up 71% of a lithium ion battery, every 1% increase in battery EV market penetration, increases demand for lithium by 70,000 tonnes. For EVs to reach the 20 million mark, new sources of lithium will be required to come on stream. It is a similar story with cobalt. The metal is used in lithium ion cathodes and accounts for 15% of an electric vehicle battery. It is also used in phone batteries and energy storage. As a result, demand for the metal is rising. Together with falling production in the Democratic Republic of Congo, the world's leading producer of cobalt, a supply deficit is beginning to emerge that will need to be addressed.

In keeping with the technology focus of our portfolio, in December 2017 we announced an investment in Brandshield, a leading global cyber security and brand protection company. Brandshield, which has a blue-chip roster of clients including Visa, Credit Suisse and New Balance, is currently expanding its anti-fraud product offering to companies in the cryptocurrency space including those pursuing Initial Coin Offerings. Since making our initial investment, Brandshield has launched MyShield, a decentralised community platform that alerts participants when they encounter a fraudulent website, a counterfeit sale as well as other online scams. MyShield is initially targeting the cryptocurrency arena and was launched via an initial coin offering that Two Shields is entitled to participate in at an early stage along with the early shareholders.

As with technology metals, cybersecurity is a fast-growing market. Between 2017-2021, an estimated US$1 trillion will be spent globally on cybersecurity products and services, which equates to a year on year market growth rate of between 12-15%. Thanks to its international reputation and being at the forefront of the provision of robust and innovative internet solutions, as demonstrated by the launch of MyShield, its leading crypto and anti-scam platform that utilises blockchain technology, Brandshield is well placed to capitalise on this growth. As well as acquiring an initial 7% stake in Brandshield, TSI has since increased its holding to 8.95%.

As mentioned earlier, developments during the period have not been confined to our investment portfolio. During the year both Mr. Mark Palmer and Mr. Chris Ells, my predecessor as Chairman, retired from the board and I would like to take this opportunity to sincerely thank them both for their commitment and efforts in progressing Two Shields over these last few years. During the period we welcomed Mr. Sandy Barblett to the board as a non-executive director as the Company looks to support its investee companies in their development. Sandy's knowledge and network within both the technology and natural resources sector, as well as his experience of working in West Africa, is highly complementary to the Company's current investment portfolio.

In this reporting period the Board also took the decision to change the Company's name from Blenheim Natural Resources to Two Shields Investments to better reflect recent developments across the Company's investment portfolio, specifically its exposure to technology metals across the West African Shield and international cyber-security technology company Brandshield. Additionally, deferred shares of £1,165,710 were cancelled during the year. As a result, share capital has decreased during the period despite the share issues during the period.

Post Balance Date

Post year end, on 20 April, 2018 shareholders, at a General Meeting, voted in favour of an amendment to the Company's Investment Policy that provides for a potential broadening of the Company's portfolio of assets.

In light of the Company's investment in Brandshield, the Company believes it was the best interests of Shareholders to expand the investment policy to enable it to invest in Digital Assets, financial technologies and other technologies applicable to, or involved in, the blockchain space.

Outlook

We are confident that the momentum behind the Company will be maintained going forward. Ongoing and upcoming developments across the portfolio promise plenty of high impact news flow, as we focus on proving up the world class credentials of our technology metals portfolio in West Africa and as Brandshield continues to establish itself as a leading provider of cybersecurity solutions for fast growing sectors including cryptocurrencies. We believe we are invested in the right markets, the right projects and with the right partners, and as a result our shareholders are now exposed to an investment portfolio that has never been stronger, one which offers significant re-rating potential via multiple value triggers. With this in mind, I look forward to providing further updates on our progress during the year ahead.

Finally, I would like to thank the team, our advisers and of course our shareholders who continue to support the Company.

C Wood (Chairman) 

29 June 2018

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2018

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2018

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2018

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2018

Significant non-cash transactions in the year include shares and warrants issued in relation to the following investments made:

C Ells was issued 50,000,000 warrants valued at £32,277 as part of the termination settlement in the year.

See note 20 for details.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

1. ACCOUNTING POLICIES

General information

Two Shields Investments plc (formerly Blenheim Natural Resources plc) is a public limited company incorporated in England and Wales under the Companies Act (registered number 02956279). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS. The principal activity of the Company is to establish strategic and portfolio investments in listed and unlisted shares, as well as in projects in the natural resource sector which encompasses the mining, oil and gas, agricultural sectors, information technology and blockchain sectors. The Company's shares are traded on the AIM market of the London Stock Exchange.

Subsequent to the year end the investment policy has been updated to include investment in technology focused companies. See the Chairman's Statement on page 4 for more details.

Summary of significant accounting policies

The principal Accounting Policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations (IFRS IC) as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets at fair value through profit or loss. The Company is an investment entity and has therefore prepared its financial statements on this basis.

The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

Going concern

The financial statements have been prepared under the going concern assumption. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

The Directors have prepared cash flow forecasts for the Company. It is envisaged by the Directors that the cash and cash equivalents existing as at the date of the Statement of Financial Position provide adequate funds for the Company for at least 12 months from the date on which these financial statements were signed.

As referred to in note 15 of these Financial Statements, the Company raised gross proceeds of £800,000 by way of a share placing and issue of shares on 13 March 2018. These funds will complement the Company's existing cash resources and will be used for further investment opportunities. The Directors will retain sufficient cash resources to fund ongoing operations during the going concern period.

On this basis, the Directors have formed a judgement, at the time of approving the Financial Statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors have adopted the going concern basis in preparing the Financial Statements.

Changes in accounting policy and disclosures

(a) New standards, amendments and interpretations adopted by the Company

There are no new standards and amendments to standards and interpretations effective for the financial period beginning on or after 1 April 2017 material or applicable to the Company.

(b) New standards, amendments and interpretations not yet adopted by the Company

The standards and interpretations that are relevant to the Company, issued but not yet effective, up to the date of issuance of the Financial Statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

IFRS 15 requires an expected quantitative impact of the application of IFRS 15 to be included within the financial statements. Dividend income recognition is not considered to change as a result of the transition to IFRS 15, and the company has no other revenue sources.

There are no other IFRS's or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

Foreign currency translation

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the Statement of Financial Position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'Other (losses)/gains - net'.

The financial statements are presented in Pounds Sterling (£), which is the Company's functional and presentation currency.

Segmental reporting

An operating segment is a component of the Company that engages in business from which it may earn revenues and incur expenses. The Company has only one operating segment, being the investment in companies or assets in the natural resources, agribusiness sectors and information technology and blockchain sector. Therefore, the financial information of the single segment is the same as that set out in the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the statement of cash flows.

Financial assets

(a) Classification

The Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading and include investments the Board of Directors expect to trade within the next 12 months. Details of these assets and their fair value is included in note 2.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Company's loans and receivables comprise ' other receivables and prepayments' and 'cash and cash equivalents' in the Statement of Financial Position.

Available for sale financial assets

Available for sale financial assets include non-derivative financial assets that are either designated as such or do not qualify for inclusion in any of the other categories of financial assets. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

(b) Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date, being the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value with transaction costs expensed for all financial assets.

Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the Income Statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Available for sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the Statement of Comprehensive Income within 'Other (losses)/gains - net' in the period in which they arise.

Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognised as part of other comprehensive income.

When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the Statement of Comprehensive Income as 'Gains and losses from investment securities'. Dividends on available-for-sale equity instruments are recognised in the Statement of Comprehensive Income as part of other income when the Company's right to receive payments is established, which is in line with the Company's revenue recognition policy.

(b) Impairment of financial assets

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired.

A significant or prolonged decline in the fair value of equity investments and securities below its cost is also evidence that the assets are impaired. If any such evidence exists the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and bank balances.

Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Other reserves

Other reserves consists of:

· The share option reserve consists of the fair value of warrants and options in issue.

· The merger reserve arose in the period ended 31 December 1995 relating to a previous share for share issue.

· The shares to be issued reserve was in relation to deferred share consideration which has subsequently been reversed.

Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Compound financial instruments

Compound financial instruments issued by the Company comprise convertible notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially as the difference between the fair value of the compound financial instrument and the fair value of the liability component. Any directly attributable transaction cost is allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.

Revenue

Revenue comprise of dividends from the Company's investments in financial assets and are recognised when the Company's right to receive payment is established.

Income tax

Income tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Current income tax is calculated on the results shown in the Financial Statements and according to local tax rules, using tax rates enacted or substantially enacted by the Statement of Financial Position date.

ACCOUNTING POLICIES - continued

Tax losses available to be carried forward as well as other income tax credits due to the Company are assessed for recognition as deferred tax assets. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the asset can be recognised and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Share based payments

The Company operates equity-settled, share-based compensation plans, under which the entity receives services from directors and employees as consideration for equity instruments (options) of the Company. The fair value of the services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

· including any market performance conditions (for example, the Company's share price);

· excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

· including the impact of any non-vesting conditions (for example, the requirement for employees to save or hold shares for a specific period of time). The share options issued by the Company do not have any vesting conditions and all vested on issue.

At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the Statement of Comprehensive Income, with a corresponding adjustment to equity.

When options and warrants are issued as part of the consideration of an investment purchase, they are fair valued in accordance with recognition methodology.

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

2. FINANCIAL RISK MANAGEMENT

(a) Financial Risk Factors

The Company's principal financial instruments comprise both listed and unlisted investments, other receivables, other payables, cash and convertible loan notes, which arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations.

The Company's activities expose it to a variety of financial risks. The Company's Board monitors and manages the financial risks relating to the operations of the Company. The Board provides written policies for overall risk management, as well as written policies covering specific areas including: market risks (including foreign exchange risk and price risk) and to a very limited amount, interest rate risk and liquidity risk.

Market risk

Price risk

The Company is exposed to equity securities price risk because of investments held by the Company, classified as available-for-sale or at fair value through profit or loss. The Company is not directly exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio.

Diversification of the portfolio is done in accordance with the limits set by the Board.

The Company's investments in equity of other entities are publicly traded on one of, or dual listed on the following: the London Stock Exchange (LSE); Australian Stock Exchange (ASX).

Post-tax profit for the year would increase or decrease by £8,835 as a result of a 5% gain or loss on equity securities classified as at fair value through profit or loss. Other components of equity would not change as a result of gains or losses on equity securities classified as available for sale.

Interest risk

The Company is not exposed to interest rate risk on financial liabilities. As at the reporting date, the Company had no debt outstanding.

Liquidity risk

The Company's continued future operations depend on its ability to raise sufficient working capital through the issue of share capital, generate a return on its investments to meet its future obligations.

The Company manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

(b) Capital Risk Management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The Company's capital structure consists of equity attributable to the owners, comprising issued capital, reserves and retained losses. The Company has no commitments under its current investments and as such, the capital risk management is ensuring that adequate capital is available to meet the working capital demands of the Company.

(c) Fair Value Estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

· Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

· Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

· Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The fair values for the Company's assets and liabilities are not materially different from their carrying values in the financial statements.

The following table presents the Company's financial assets that are measured at fair value:

The Company does not have any liabilities measured at fair value. There have been no transfers in to or transfers out of fair value hierarchy levels in the period.

(i) Financial instruments in level 1

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily LSE and ASX equity investments classified as trading securities or available for sale.

(ii) Financial instruments in level 2

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. No investments are valued using level 2 inputs in the period.

(iii) Financial instruments in level 3

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. As permitted under IFRS 13 the cost model has been used to fair value the investments if cost is considered to represent fair value. This is because there is a lack of sufficient appropriate information on which to base an alternative valuation technique for the investments. The income and market valuation models are not thought to be appropriate due to the type of investments. There is no evidence of impairment of any of the investments.

The following table presents the changes in level 3 instruments for the year ended 31 March 2018 (31 March 2017):

3. CRITICAL ACCOUNTING ESTIMATE AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting estimates will by definition, seldom equal the actual results.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Fair value of financial assets - level 3

The Company reviews the fair value of its unquoted equity instruments at each Statement of Financial Position date. This requires management to make an estimate of the value of the unquoted securities in the absence of an active market. See note 2 for detail on the Level 3 valuation process. Management's significant judgement in this regard is that the fair value of the investments is their cost (as permitted by IFRS 13), as a result of a lack of other inputs or evidence to suggest an uplift or impairment of the value.

(b) Critical judgements in applying the entity's accounting policies

Many of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. The most critical judgements as applied to these financial statements are as follows:

Available for sale of financial assets

Available for sale financial assets have a carrying value of £4,542,686 at 31 March 2018 following additional equity share acquisitions in the year. An impairment charge of £Nil (2017: £Nil) has been recognised in the year.

The Company follows the guidance of IAS 39 to determine when an available-for-sale equity investment is impaired. This determination requires significant judgement. In making this judgement, the Company evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost; and the financial health of the short-term business outlook for the investee, including factors such as industry and sector performance and operational and financing cash flow. As per note 2, available for sale financial assets are valued using the cost model. This is because there is no identifiable inputs can be obtained. Management have considered external indicators such as commodity prices, investment performance and demand for the underlying commodity.

Management has concluded that there is no requirement to impair the carrying value of available for sale financial assets based on its valuation of the equity instruments held.

4. REVENUE

5. EXPENSES BY NATURE

6. EMPLOYEES AND DIRECTORS

The Company has no employees other than the directors.

Details of the Directors' remuneration can be found in the Report of the Directors. Directors are considered to be key management of the Company.

C Ells received 50 million warrants valued at £32,277 as part of the settlement agreement, which is not included in the above amount.

The average monthly number of employees (including Directors) during the year/period was as follows:

7. AUDITOR'S REMUNERATION

During the period/ year the Company obtained the following services from the auditor:

8. OTHER (LOSSES)/GAINS - NET

9. NET FINANCE COSTS

10. INCOME TAX

Tax charge/ (credit) for the period/ year

No liability to UK corporation tax arose on ordinary activities for the year ended 31 March 2018 nor for the period ended 31 March 2017.

Factors affecting the tax charge/ (credit) for the year/ period

As at the end of the reporting year the Company held approximately £4,140,000 (2017: £4,139,693) in respect of capital losses and approximately £1,372,000 (2017: £663,000) in relation to operating losses. Both are available to be offset against future gains and profits.

A deferred tax asset has not been recognised in respect of these losses in view of the uncertainty as to the level and timing of future taxable profits.

11. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year/period.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

In accordance with IAS 33 the share options and warrants in issue do not have a dilutive impact on the earnings per share for the year ended 31 March 2018 and the year ended 31 March 2017. The total number of potentially dilutive securities are 853,735,450 (2017: 272,500,000).

Reconciliations are set out below.

12. AVAILABLE FOR SALE FINANCIAL ASSETS

Available for sale financial assets include the following:

See note 2 for details on the valuation methodology applied to the investments.

A brief description of the strategic holdings is as follows:

As at 31 March 2018, the carrying value of the Company's 29.9 per cent investment in IGS (International Geoscience Services) Limited ("IGS") is based on its acquisition cost of £380,463. The Directors consider this carrying value to equate to the fair value of this investment as revenue and costs of the geoconsultancy and IGS Xplore, the technology business, cannot be forecast accurately beyond the near future given the fluidity in both market places.

On 26 March 2017, Blenheim conditionally acquired a 30 per cent interest in Nashwan Holdings Ltd ("Nashwan") for a consideration of £200,000 in cash and 75,000,000 ordinary shares of 0.1 pence each in the capital of the Company. The shares have been included at a value of £352,500 being the fair value on the date of acquisition, 3 January 2018.

As at 31 March 2018, the carrying value of the Company's 40 per cent investment in Mansa Lithium ("Mansa") is based on its acquisition cost of £960,000. The Directors consider this carrying value to equate to the fair value of this investment as the project continues to advance with lithium drilling results expected in Q3, 2018.

As at 31 March 2018, the carrying value of the Company's 2% per cent investment in IMC is based on its acquisition cost of £37,515. The Directors consider this carrying value to equate to the fair value of this investment given the proximity of the transaction to the reporting date.

As at 31 March 2018, the carrying value of the Company's 20 per cent investment (with an option to acquire additional holdings within a two year period at the same subscription price) in Kalahari Key is based on its acquisition cost of £99,020. The Directors consider this carrying value to equate to the fair value of this investment as Kalahari Key are in the process of raising capital at or above the valuation at which the Company invested.

12. AVAILABLE FOR SALE FINANCIAL ASSETS - Continued

As at 31 March 2018, the carrying value of the Company's 40 per cent investment in Xantus Inc. is based on its acquisition cost of £537,500. The Directors consider this carrying value to equate to the fair value of this investment as the project continues to advance with lithium drilling results expected in Q3, 2018.

As at 31 March 2018, the carrying value of the Company's 7.22 per cent investment in Brandshield is based on its acquisition cost of £935,187. The Directors consider this carrying value to equate to the fair value of this investment given the proximity of the transaction to the reporting date.

As at 31 March 2018, the carrying value of the Company's 25 per cent investment in Cobalt Blue ("Cobalt") is based on its acquisition cost of £1,040,500 being the fair value of the 550,000,000 warrants issued in consideration. Whilst granted, 250,000,000 warrants have not vested as at 31 March 2018 as they are subject to two exploration licenses being granted to Cobalt. The Directors consider this carrying value to equate to the fair value of this investment given the proximity of the transaction to the reporting date.

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss are presented within 'operating activities' as part of changes in working capital in the Statement of Cash Flows.

Changes in fair values of financial assets at fair value through profit or loss, and gains or losses on disposal are recorded in 'other (losses)/gains - net' in the Statement of Comprehensive Income (note 8). The fair value of all equity securities is based on their observable current bid prices in an active market, being a level 1 hierarchy. These markets are the LSE and ASX as stated in note 2.

14. CASH AND CASH EQUIVALENTS

15. SHARE CAPITAL

On 13 March 2018, 200,000,000 Ordinary shares of 0.10 pence each were issued fully paid at a premium of 0.30 pence per share pursuant to a private placement.

On 3 January 2018, 75,000,000 Ordinary shares of 0.10 pence each were issued fully paid at a deemed premium of 0.37 pence per share as part consideration for an investment in Nashwan Holdings.

On 11 December 2017, 125,000,000 Ordinary shares of 0.10 pence each were issued fully paid at a deemed premium of 0.33 pence per share as part consideration for an investment in Xantus Inc.

On 25 September 2017, 200,000,000 Ordinary shares of 0.10 pence each were issued fully paid at a premium of 0.35 pence per share pursuant to a private placement.

On 31 July 2017, 100,000,000 Ordinary shares of 0.10 pence each were issued fully paid at a deemed premium of 0.46 pence per share as part consideration for an investment in Mansa Lithium.

On 19 June 2017, 2,785,714 Warrants were exercised with 2,785,714 Ordinary shares of 0.10 pence

each being issued fully paid at a premium of 0.55 pence per share.

On 6 June 2017, 2,589,947 Warrants were exercised with 2,589,947 Ordinary shares of 0.10 pence each being issued fully paid at a premium of 0.55 pence per share.

On 27 April 2017, 222,222,222 Ordinary shares of 0.10 pence each were issued fully paid at a premium of 0.35 pence per share.

On 7 February 2017, 214,285,714 Ordinary shares of 0.10 pence each were issued fully paid at a premium of 0.25 pence per share.

16. OTHER RESERVES

Merger relief reserve of £417,284 arose in the period ended 31 December 1995 and relates to shares that were issued on a share for share basis in relation to the Langdon (Coffee & Tea) Limited transaction.

Share option reserve comprises the cumulative fair value of share options and warrants - See note 20. During the year ended 31 March 2018 a total of 21,111,111 warrants with a fair value of £15,558 were issued in connection with share placements, and 550,000,000 warrants with a fair value of £1,040,500 were issued in connection with an investment in Cobalt Blue.

In addition a total of 50,000 warrants were issued to directors as remuneration with a fair value of £32,277 and recognised in the Statement of Comprehensive Income.

 17. BORROWINGS

Borrowings represent convertible loan notes which were fully repaid on 18 April 2017.

The carrying amounts and the fair value of borrowings are as follows:

The carrying amounts of the company's borrowings are denominated in UK sterling.

The convertible bond recognised at the reporting date is calculated as follows:

The fair value has been calculated using discounted cash flows at a rate of 15% per annum.

18. TRADE AND OTHER PAYABLES

Deferred consideration of £200,000 related to the cash consideration due on the Nashwan acquisition referred to in note 12 of these Financial Statements.

19. RELATED PARTY DISCLOSURES

The following transactions were undertaken with related parties:

The receivables and payables are unrestricted in nature and no provisions are held against receivables from related parties.

* See note 9 in relation to details of the interest charges attached to other loans.

These loans were fully repaid on 18 April 2017.

Details of the Directors' remuneration can be found in the Report of the Directors. Directors are considered to be key management of the Company.

20. SHARE-BASED PAYMENT TRANSACTIONS

The measurement requirements of IFRS 2 have been implemented in respect of share options and warrants granted. The expense recognised for share based payments during the year is £32,277 (2017: £21,823).

621,111,111 options or warrants were issued during the financial year ended 31 March 2018 with an average exercise price of 0.43 pence.

Movement in issued share options and warrants during the period

The table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options and warrants during the year as follows:

The fair value of the options and warrants granted in the year and comparative year have been calculated using the Black Scholes model assuming the inputs shown below:

Share options and warrants outstanding at the end of the year have the following expiry dates:

21. ULTIMATE CONTROLLING PARTY

The Directors consider that there is no ultimate controlling party.