Company Announcements

Two Shields Investments plc

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

Investment into WeShop

Issue of Equity and Total Voting Rights

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 announce that, further to the announcement of 29 October 2019, it has completed its investment of £400,000 in WeShop Limited ("WeShop").

The investment has been made by way of equity subscription for 66,890 ordinary shares in WeShop for a total consideration of £400,002.20.  TSI now holds 7.57% of WeShop.

James Sowerby, CEO of WeShop said, "I'm delighted that TSI is continuing to support the business and share our confidence in the opportunity that social commerce and WeShop represent. As a market, social commerce is really heating up, as consumers increasingly seek authentic product recommendations from people they know and trust, and that are easily shopped from a large choice of merchants. The timing is perfect for WeShop to take advantage of this opportunity, so we're really excited about our plans that are taking shape for 2020."

WeShop

WeShop is an innovative, digital social network platform focused on the rapidly growing and highly valuable social e-commerce sector forecast to become a US$350 billion market over the mid-term. WeShop's digital platform enhances online shopping experiences 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 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/retailers benefit from increased sales and awareness.

WeShop is led by a highly experienced and proven technology and retail professionals. James Sowerby CEO, previously led Global New Business Development at Avon Cosmetics, the oldest and one of the most successful global social selling networks, 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.

TSI announced on 9 July 2019 the WeShop investor update and the Board feels it is in the interests of TSI shareholders to continue to support this exciting business as it approaches what we believe will be a highly expansive period.

WeShop has also launched phase 1 of its new rewards programme, designed to drive ongoing engagement and retention of users by enabling them to earn WeCoins™ for creation and distribution of quality content, shopping through WeShop verified merchants, and browsing. The WeCoins™ can be redeemed with over 100+ redemption partners, including Uber, Spotify, Just Eat, Amazon, Starbucks and many others. Phase 1 allows users to redeem their WeCoins™ for a digital voucher. Phase 2 will allow users to redeem their live WeCoin™ balance against products on WeShop, in combination with cash. This creates a true ecosystem where WeCoins™ are earned and redeemed within the platform.

WeShop's latest accounts showed assets of £89,991 as at 30 June 2018  and a loss of £1,880,792   for the period June 2017 to June 2018*. 

Corporate Broking Re-appointment and Issue of Shares for Services

Turner Pope Investments Limited ("Turner Pope") has been re-appointed as the Company's broker, following the fundraise announced on 29 October 2019.  Turner Pope has agreed to take 50% of its annual brokerage fee in TSI shares at the Placing Price of the that fundraise of 0.1p, equating to 16,250,000 ordinary shares (the 'Service Shares'). These shares were allotted on 10 November 2019.

Admission and Total Voting Rights

Application will be made for the admission of the new Ordinary Shares (Service Shares) to trading on AIM ("Admission"), with Admission expected to be take place on or around 14 November 2019.

Following Admission, the Company's issued share capital will compromise 4,461,422,896 Ordinary Shares, each with voting rights.  The above figure of 4,461,422,896 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.

Andrew Lawley, Chairman of TSI said,

"The Board is pleased to have been able to increase our holding in WeShop as it progresses through a highly exciting period of execution and user growth.  The team has made excellent progress over recent months delivering important milestones in respect of branding, functionality and user experience on the platform, in particularly the market leading breadth of product listing.  This, and the launch of the WeCoin and loyalty reward programme, positions the business well as it focuses on user acquisition and exploring wider partner opportunities."

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (eu) 596/2014

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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.