Placing and proposed Investment in BrandShield

4 March 2019

Two Shields Investments plc

("TSI", "Two Shields" or the "Company")

Placing and proposed Investment in BrandShield

Two Shields Investments plc, the AIM quoted investment company with a strategy focused on building a portfolio of investments in to fast growing disruptive markets including technology metals, cyber security, e-commerce and technology enabled businesses, is pleased to announce that it has raised £500,000 (gross) via a placing (the "Placing") with existing and new investors of 500,000,000 new ordinary shares in the Company (the "Placing Shares") at a price of 0.1p pence per Placing Share ("the Placing Price") and 1 warrant for every Placing Share exercisable at 0.12p for a period of twelve months ("the Placing Warrants") from 8 March 2019. The Placing was undertaken by the Company's broker, Turner Pope Investments Ltd ("Turner Pope").

Overview

· £500,000 (gross) raised via a placing of 500,000,000 new ordinary shares at 0.1p per share & issue of 500,000,000 warrants exercisable for twelve months from 8 March 2019 at 0.12p per share

· Investment from existing and new shareholders, including entrepreneur Mr Chris Akers

· Placing proceeds will support the development of current portfolio companies, including $300,000 to fund further investment in BrandShield, an anti-counterfeiting, anti-phishing and online brand protection solution

The Placing has been undertaken with both existing and new shareholders, including experienced technology investor Mr Chris Akers, who has subscribed for 62,750,000 Shares which will represent 3.0% of the enlarged share capital of the Company, post-Placing. The proceeds of the Placing will be invested in line with the Company's strategy to build a portfolio of investments in digital and technology enabled assets and disruptive technologies, and technology-related mineral projects. Of net proceeds, the Company expects to invest up to $300,000 in BrandShield, an anti-counterfeiting, anti-phishing and online brand protection solution; in which Two Shields currently has a 8.95% shareholding. 

The Company has furthermore made a proposal to certain existing BrandShield shareholders who hold 3.22% of BrandShield to purchase those shares, with settlement to be made effectively by the issuance of TSI shares at a price of 0.1p. Should those BrandShield shareholders accept the offer, TSI will acquire up to a further 3.22% of BrandShield for up to approximately £349,000 (based on the current exchange rate of £1=$1.29) through the issue of approximately 349,000,000 shares in TSI. Should this acquisition occur, the relevant BrandShield shareholders accepting this proposal will be subject to a lock in on their TSI shares for 6 months. 

TSI has also entered in to an option agreement with BrandShield whereby TSI will have the option to invest a further amount of up to $500,000 in BrandShield on the same terms as the current, proposed investment. This option is valid for 6 months from signing of any share purchase agreement. 

BrandShield was established by brand protection industry professionals with a goal to develop cutting-edge technology that will provide organisations a powerful solution to manage and protect their brand online. Backed by Israel's Innovation Authority and with an R&D centre based in Israel, the company is committed to a continuous development of a solution that meets the needs of all sizes of entities from small companies to large enterprises.

After a successful 2018, in which BrandShield increased its Annual Recurring Revenue ("ARR") by 112%, the company has made an excellent start to 2019. The growth trend continues and the company reached its 1st quarter goals (a further 22% growth) in early February. Average revenue per client increased significantly in 2018 as a result of the introduction of BrandShield's new online threat hunting and social anti-phishing solutions, with 13% of the new business coming from existing customers' expansion.

BrandShield has gained significant new accounts in the past few months with pharmaceuticals, Internet, sports and consumer goods being the dominant verticals. Continued expansion has been experienced in existing accounts creating an additional growth engine. BrandShield continues to invest in the development of their propriety cutting edge technology for threat intelligence and online threat hunting with the focus in social anti-phishing, brand protection and anti-counterfeiting.

Related Party Transactions

As part of the Placing, Directors Andrew Lawley and John Taylor have indicated their agreement to subscribe £10,000 and £15,000 respectively for 10,000,000 and 15,000,000 Placing Shares. Under the AIM Rules, as Directors of the Company, each of Mr Lawley and Mr Taylor is a related party of the Company and the subscription by them for Placing Shares is treated as related party transactions under AIM Rule 13. Sandy Barblett and Christian Schaffalitzky are regarded as the Independent Directors for the purposes of the AIM Rules in this situation. Having consulted with SPARK, the Company's nominated adviser, the Independent Directors believe that the participation by Andrew Lawley and John Taylor in the Placing is fair and reasonable in so far as Shareholders are concerned.

Broker Warrants

In addition, in connection with the Placing, the Company has agreed to award Turner Pope warrants over 18,000,000 Ordinary Shares valid for two years from the date of issue, which shall give Turner Pope the right to acquire 18,000,000 Ordinary Shares of the Company at the Placing Price.

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 8 March 2019.

Following Admission, the Company's issued share capital will comprise 2,088,174,497 Ordinary Shares, each with voting rights. The above figure of 2,088,174,497 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

Chairman of Two Shields, Andrew Lawley, said:

"I would like to welcome our new Investors as they join us on our journey and transition into the next phase of the Company's development. I have spent a considerable amount of time with BrandShield over the last few months and I am very excited about its prospects and growth trajectory. We look forward to further developments this year and I expect BrandShield to become a significant driver of value within TSI."

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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.