TSI.L Regulatory News (TSI)

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

1 October 2018

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

Placing and additional investment in social e-commerce platform WeShop

Overview:

· £500,000 (gross) raised via a placing of 250,000,000 new ordinary shares at 0.2p per share & issue of 125,000,000 warrants exercisable for two years at 0.3p per share

· £200,000 to fund additional investment in cutting-edge social e-commerce platform WeShop

· WeShop, led by Matthew Hammond and Andrew Lawley, highly experienced and proven technology and retail professionals, already has retail partnerships in place with major brands and retailers including ASOS, Harrods, Nike, Tesco and Boots

· Remaining proceeds to be invested in line with strategy to expose shareholders to value creation opportunities in technology-related mineral projects and, increasingly, digital assets and disruptive technologies

· Further updates on existing portfolio anticipated in the short term

Two Shields Investments plc, the AIM-quoted investing company, is pleased to announce that it has raised £500,000 (gross) via an oversubscribed placing (the 'Placing') with existing and new investors of 250,000,000 new ordinary shares in the Company (the 'Placing Shares') at a price of 0.2p pence per Placing Share ('the Placing Price') and 1 warrant for every two shares exercisable at 0.3p for a period of two years ("the Placing Warrants"). Turner Pope Investments (TP) Ltd ("Turner Pope") have been appointed broker to the Company with immediate effect. Turner Pope will be granted 15,000,000 warrants ("Broker Warrants") exercisable for two years from the date of issue at the Placing Price.

The proceeds of the Placing will be invested in line with the Company's strategy to build a portfolio of investments in technology-related mineral projects and, increasingly, digital assets and disruptive technologies. Of the net proceeds, £200,000 will be used to fund an additional investment in WeShop, an innovative digital social network platform with ambitious plans to become a global leader in the rapidly growing and highly valuable social e-commerce sector.

WeShop's digital platform is focused on enhancing the online shopping experience by combining social media's assets of reviews, likes, and shares with an engaging retail e-commerce offering, specifically tailored to the individual user. Users benefit from gaining access to 1,000s of brands and millions of products on one platform plus a two-way sharing of ideas with friends to participate in a rewards system; while brands/retailers benefit from increased sales and awareness. To date £10million has been invested in the WeShop platform, which has been successfully tested by over one million users. 

Led by a highly experienced team including Matthew Hammond as non-executive Chairman, current managing director and CFO of mail.ru, Russia's largest internet business in terms of mobile daily audience and Andrew Lawley, former Group Strategy Director of Dixons Carphone plc, WeShop has secured retail partnerships with major brands and retailers including ASOS, Harrods, Nike, Tesco and Boots. In July 2018, TSI announced an initial £150,000 strategic investment in WeShop as part of a larger pre-IPO fund raise being undertaken by WeShop ahead of a planned IPO on the London Stock Exchange Main Market. 

Charlie Wood, Chairman, said: "We had an opportunity to up our stake in WeShop and believe that the potential upside warrants returning to the market. WeShop is backed by high profile investors and led by a team with first rate knowledge and experience in the retail sector, and we believe is ideally placed to capitalise on its early mover advantage and become a global leader in the rapidly growing social e-commerce sector. Heralded as the next phase of the online retail revolution, social e-commerce is forecast to become a US$350 billion market over the mid-term, a disruptive area that we want exposure to.

"TSI shareholders will not have to wait until the mid-term for value driving activity across our portfolio. As well as WeShop's planned listing on London's Main Market which will provide a read across valuation for TSI's interest, results from drilling activity across our lithium assets in Mali and Niger are expected in the coming weeks as is an update from global cybersecurity company Brandshield. In addition, TSI holds an 11.12% interest in African Battery Metals (AIM: ABM), which holds cobalt assets in the Democratic Republic of Congo, cobalt-nickel exploration assets in Cote d'Ivoire, and cobalt assets in Cameroon. With this in mind, I look forward to providing updates on our progress, as we focus on generating significant value for our shareholders."

Transaction Structure

TSI has entered into a Share Placing agreement with WeShop Limited, a company duly incorporated under the laws of England & Wales to participate in a share placement in the amount of £200,000 ("the Placing") at price of £5.98 per WeShop share. On closing of the Placing, the share capital of WeShop will be 5,025,083 fully diluted shares. Following the Placing, TSI will hold 58,529 shares, representing 1.2% of the WeShop fully diluted equity.

Corporate Broking Appointment & Shares for Services

Turner Pope has been appointed Corporate broker to the Company and have agreed to take 50% of their annual £30,000 broking fee in stock at the Placing Price equating to 7,500,000 Ordinary Shares ('Service Shares').

Broker Warrants

In addition, in connection with the Placing, the Company has agreed to award Turner Pope, the Company's Broker and Placing Agent, warrants over 15,000,000 Ordinary Shares valid for two years from the date of issue, which shall give Turner Pope the right to acquire 15,000,000 Ordinary Shares of the Company at the Placing Price.

Shareholders' approval of share capital authorities and General Meeting

The issue of the Placing Warrants & Broker Warrants is conditional upon the approval of shareholders of the Company in general meeting of the share capital authorities required to allow the issue of the Placing Warrants & Broker Warrants. 

The Company has undertaken to send out a Notice convening a general meeting of shareholders to seek these authorities within 30 days.

Admission and Total Voting Rights

Application will be made for the admission of the new Ordinary Shares to trading on AIM ("Admission"), with Admission expected to take place on or around 4 October 2018.

Following Admission, the Company's issued share capital will comprise 1,588,174,497 Ordinary Shares, each with voting rights. The above figure of 1,588,174,497 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.

This announcement contains inside information for the purposes of article 7 of the market abuse regulation (eu) 596/2014.

**Ends**

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

Notes to Editors:

Two Shields Investments Plc is an investing company, quoted on the AIM market of the London Stock Exchange, with a strategy focused on identifying and investing in opportunities in mineral exploration and mining and Digital Assets, financial technologies and other technologies applicable to, or involved in, the blockchain space. The Company has an experienced Board of Directors with a proven pedigree in the acquisition, development & sale of projects and creating value for shareholders. The investment mandate covers unquoted and quoted businesses, as well as direct project investment.

The Company currently has investments in a number of companies which provide exposure to commodities which are relevant to the rapidly growing technology metal sector, including lithium, cobalt and nickel, as well as strategic positions in a geoscience consultancy and a leading international company in the online brand protection, anti-counterfeiting and anti-fraud sector which has developed the one of the most comprehensive systems using AI powered cyber intelligence systems and is developing its proprietary blockchain-based platform for anti-fraud purposes.