TIDMTSI
RNS Number : 1626X
Two Shields Investments PLC
08 August 2018
Two Shields Investments Plc / EPIC: TSI / Market: AIM
8 August 2018
Two Shields Investments Plc ("Two Shields" "TSI" or the
"Company")
African Battery Metals plc acquires TSI's 49% share capital
interest
in Cobalt Blue Holdings Inc
Highlights
-- On 8 August 2018 TSI conditionally sold its 49% share capital
interest in Cobalt Blue Holdings Inc ("CBH") for a c11.26% interest
in AIM quoted African Battery Metals plc ("ABM")
-- Continued exposure to future development of CBH's highly
prospective cobalt licences in Cameroon
-- TSI gains exposure to ABM's growing portfolio of technology metals licences which includes:
o cobalt assets in the Democratic Republic of Congo
o Lizetta II chrome, nickel, cobalt exploration licence in Côte
d' Ivoire via its acquisition of Regent Resources Interests Corp.
("RRIC")
-- Provides exposure to ABM's strengthened Board and shareholder
base which will include leading industry professionals Stephen
Dattels and Ian Stalker from RRIC, who have a track record of
building high value resource companies
Two Shields, the AIM-quoted investing company, is pleased to
announce that AIM quoted African Battery Metals plc ("ABM") has
conditionally agreed to acquire TSI's 49% share capital interest in
Cobalt Blue Holdings Inc ("CBH") in an all-share transaction by the
issue of 15,195,826 new ordinary shares (the "Consideration
Shares") which values TSI's stake in CBH at GBP493,864.35, based on
ABM's deemed closing share price on 7 August 2018 of 3.25 pence per
ordinary share (the "TSI Acquisition"). The deemed closing price
takes account of the capital consolidation by ABM pursuant to which
every 100 existing ordinary shares in ABM on 7 August 2018 will be
consolidated into 1 new ordinary share and the revised share
capital will be admitted to trading on AIM on 14 August 2018. As
part of the same transaction, ABM is also conditionally acquiring
the remaining 51% of CBH owned by Cobalt Blue Associates Inc
("CBA") on the same terms (the "CBA Acquisition"). The terms of the
TSI Acquisition and the CBA Acquisition (together being the
"Acquisition") are documented in a share purchase agreement between
TSI, CBA and ABM.
ABM has also today announced it is acquiring highly prospective
cobalt-nickel exploration assets in Cote d'Ivoire held by Regent
Resources Interests Corp. ("RRIC") in an all-share transaction.
These acquisitions are conditional upon, inter alia:
-- approval of ABM's shareholders in a general meeting scheduled for 23 August 2018;
-- both the Acquisition and the RRIC acquisition completing (together the "Transactions"); and
-- admission to trading on AIM of the consideration shares to be
issued to each of TSI, CBA and RRIC pursuant to the terms of the
Transactions.
Completion is expected on 29 August 2018.
As part of the Transactions TSI will be party to:
-- a 12 month lock in, followed by a 12 month orderly market
obligation, with respect to the Consideration Shares; and
-- a relationship agreement with respect to the operation and
governance of ABM following completion of the Transactions.
CBH holds four prospecting licences and two prospecting licence
applications in the Republic of Cameroon, all of which are located
in a region highly prospective for cobalt and associated minerals.
The four granted prospecting licences are contiguous to the world
class Nkamouna and Mada deposits in the Haut-Nyong divisions, where
previous studies indicated a total 59.8 million tonnes (Mt) grading
an average of 0.24% cobalt, 0.68% nickel and 1.37% manganese. CBH's
exclusive exploration licences have an initial period of three
years and may be renewed up to three times, for a maximum period of
two years each.
ABM is a London quoted, Africa focused, resource company
exploring for the key metals used in next generation batteries that
fuel the new electric vehicle revolution. Led by a management team
with a proven track record in mineral exploration and development,
ABM has a rapid development strategy in place to become a
significant explorer, developer and ultimately producer of battery
metals. The Acquisition enables TSI's shareholders to benefit from
the continued exposure to CBH's licences as these are progressed up
the development curve, as well as to other projects within ABM's
growing portfolio of licences. This includes cobalt assets in the
Democratic Republic of Congo and cobalt-nickel exploration assets
in Cote d'Ivoire held by RRIC, the acquisition of which ABM
announced today alongside CBH.
RRIC holds an irrevocable right to acquire 70% of the 380 sq km
Lizetta II chrome, nickel, cobalt exploration licence
("Lizetta-II") in Côte d' Ivoire. Historical data shows anomalous
concentrations of nickel, cobalt and chromite mineralisation in the
ultramafic rocks of the Marabadiassa-Alekro area. An independent
assessment commissioned by RRIC confirmed the potential to host
mineralisation of economic potential. Soil samples were collected
by the independent consultant grading up to 0.25% cobalt and 0.75%
nickel with chrome of up to 1%. The follow-up phase would be
extensive drilling to allow the definition of a JORC/NI 43-101 code
compliant Resource. RRIC is a 100% owned subsidiary of Regent
Resources Capital Corporation ("RRCC"), which was founded by
Stephen Dattels and Mike Beck who have founded and sold several AIM
mining companies including Uramin, Oriel Resources and Caledon
Resources. A key member of the management team is Ian Stalker who
is currently CEO of two energy metals companies LSC Lithium
Corporation and Plateau Energy Metals Inc.
In the year ended 30 September 2017, which was prior to the
Company changing its strategy and team to focus on investing in
battery metal projects in Africa, ABM reported an audited loss of
GBP3.945 million. The net asset value of ABM at 30 September 2017
was GBP5.426 million.
Charlie Wood, Chairman, said, "The acquisition of Cobalt Blue
Holdings by African Battery Metals is testament to the
attractiveness and perceived potential of CBH's licences. As the
Acquisition is an all share transaction, Two Shields will still
have exposure to these highly prospective Cameroonian licences,
including potential upside from any future value realisation
activity. At the same time, Two Shields gains exposure to ABM's
existing projects and others it plans to acquire which, thanks to
ABM's strategy to build a leading battery metals development
company, neatly fit with our own investment focus on technology
metals.
"Importantly, the future development of CBH's assets shall
benefit from ABM's highly experienced and qualified team and we
look forward to closely monitoring their progress as these and
other assets within their portfolio are advanced. Elsewhere,
activity is underway across our dual-focused investment portfolio,
and as a result shareholders can expect much newsflow over the
coming months. This will include drilling and upcoming results at
our highly prospective lithium assets; as well as progress updates
from the cyber-technology arm of our portfolio, including global
cybersecurity company Brandshield and innovative social e-commerce
platform WeShop."
**Ends**
For further information please visit https://twoshields.co.uk/
or contact:
Charlie Wood Two Shields Investments Plc +44 (0)207 236 1177
Spark Advisory Partners Limited
Neil Baldwin/Andrew Emmott (Nominated Adviser) +44(0)203 368 3554
Nick Emerson SI Capital Ltd (Broker) +44 (0)1483 413500
Frank Buhagiar/Gaby Jenner St Brides Partners Ltd +44 (0)207 236 1177
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 also 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.
This information is provided by RNS, the news service of the
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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