TSI.L Regulatory News (TSI)

Two Shields Investments plc

("TSI", or the "Company")

WeShop Update

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, is pleased to reproduce the following announcement issued last night by WeShop Limited ("WeShop"), in which TSI currently has a 10.7% shareholding.

"WeShop is pleased to update shareholders with some significant developments.

Highlights include:

· £9,000,000 fundraise completed through the issue of a convertible loan note

· Option granted for a further £2,777,777 cash investment

· Board changes including appointment of Yoav Keren, CEO of BrandShield to the Board

Financing

The Convertible Loan Note

The company is pleased to say that terms have been agreed, and completion happened on a £9,000,000 convertible loan note. The terms of the loan note are:

· Interest rate of 8% per annum for a 36-month period

· Unsecured from any debenture

· Conversion triggers which include an IPO, an exit or further funding rounds

· Conversion would occur at a 20% discount to the price of the conversion event

Option to acquire 10% for £2,777,777

The lead investor on the convertible loan note has also taken a 6-month option whereby it allows them to invest a further £2,777,777 into the business at a £25m valuation as equity which would give them a 10% stake in the company. Details of the Lead investor shall be released in the coming days.

Board Changes

On the 13th August, Yoav Keren was appointed to the Board as Non-Executive Director.

Yoav is the founder and CEO of Brandshield. BrandShield is an online threat hunting company, specialized in monitoring, detection and removal of online threats such as phishing attempts, executive impersonation, counterfeit products, trademark infringements and more. BrandShield was established to revolutionize the way companies can protect their digital assets outside their security perimeter.

Commenting Yoav Keren:

"I am excited to be joining the WeShop board at a such important time for the company. I hope to be able to use my experience to help WeShop fulfil its potential and become a leader in the social e-commerce space. Furthermore, my appointment will help strengthen the connection between BrandShield, and extend the collaboration between the companies."

CEO of WeShop, Paul Ellerbeck, said:

"The Coronavirus pandemic has been enlightening in so many ways and we have come through it stronger than ever. I would like to sincerely thank the loyalty and belief of those team members who have continued to work so hard during difficult times, and also the recognition of certain shareholders who have continued to support the business. We welcome our new investors and Yoav as stakeholders and look forward to working with them going forward. For now though, we move forward at pace to define social commerce, fully launch the product, complete new integrations, and achieve a public market listing. I look forward to giving a much more extensive update as we approach launch in Q4."

Chairman of TSI, Andrew Lawley, said:

"WeShop is a visionary and highly innovative business that from inception has identified the long term value in social commerce as the cornerstone of the future of on line shopping, the growth of which has been greatly accelerated by the global pandemic.

The business has patiently developed its own proprietary, and globally scaleable, e-commerce platform and established links with key partners to be able to offer its users an unparalleled selection of product within a personalised, highly interactive and rewarding social commerce model. The business is now ready to launch more fully in Q4 and this significant £9m investment is not only a robust endorsement of the quality of the business but will also ensure that the launch, future growth and its plans set up to give the best possible outcomes in terms of success.

TSI has been a long term investor and supporter of WeShop and is furthermore excited about the synergy with BrandShield, another of our key investments. BrandShield provides leading online security and fraud detection services and the appointment of Yoav Keren as a director of WeShop further reinforces a partnership that will offer users a safe and protected online experience."

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, 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.