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Two Shields Inv. PLC (TSI)

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Wednesday 08 August, 2018

Two Shields Inv. PLC

Sale of TSI's 49% Interest in Cobalt Blue Holdings

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



·    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 £493,864.35, 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 £3.945 million. The net asset value of ABM at 30 September 2017 was £5.426 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."




For further information please visit or contact:


Charlie Wood

Two Shields Investments Plc

+44 (0)207 236 1177

Neil Baldwin/Andrew Emmott

Spark Advisory Partners Limited

(Nominated Adviser) 

+44(0)203 368 3554 

Nick Emerson

Frank Buhagiar/Gaby Jenner

SI Capital Ltd (Broker)

St Brides Partners Ltd

+44 (0)1483 413500

+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.

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