Shield Therapeutics : Placing and Subscription to raise up to £25 million, Open Offer to raise up to £4.2 million and Notice of General Meeting

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF SHIELD THERAPEUTICS PLC IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

26 February 2021

Shield Therapeutics plc ("Shield", the "Group" or the "Company")

Placing and Subscription to raise up to £25 million,

Open Offer to raise up to £4.2 million

and

Notice of General Meeting

London, UK - 26 February 2021: Shield Therapeutics plc (LSE: STX), a commercial stage pharmaceutical company, announces a proposed fundraising by way of a subscription (the "Subscription") and placing (the "Placing") to raise up to £25.0 million in aggregate at a price per share of 30.0 pence (the "Issue Price"). The Company also announces it will be making an Open Offer to Qualifying Shareholders at the Issue Price to raise up to £4.2 million (the "Open Offer", and together with the Subscription and the Placing, the "Fundraising").

The Fundraising is being undertaken at an issue price of 30.0 pence per share which represents a discount of approximately 43.7 per cent. to the closing price on 25 February 2021 (being the latest practicable date prior to this Announcement).

Reasons for the Fundraising

In recent months, and as outlined in the announcement of 10 December 2020, Shield has developed a comprehensive plan for the self-commercialisation of Accrufer® in the US and the Placing and Subscription will provide significant funding to execute this plan. Sales estimates generated by management consultants and other third parties support the potential for sales of Accrufer® in the US to exceed $100 million from the third year following launch and to reach $300 million-$400 million by years five to six.

The Group's cash flow forecasts, including the costs of the US launch of Accrufer® and the paediatric study, indicate that the Group should start to breakeven on a monthly basis within 15-18 months after launch of the drug in the US provided sales and costs are within the range anticipated by the Directors. As previously announced, Shield believes that around $30 million to $40 million (c £21 million to £29 million) should provide the finance necessary to reach the breakeven point.

The net proceeds of the Subscription and the Placing will finance the launch costs of Accrufer®. The bulk of the net proceeds received will be converted into US dollars promptly in order to avoid currency risk. US launch costs will

EMEA: 1654112-1

include sales representatives, ongoing market research and data analysis, marketing spend and other US operational costs. The paediatric study and other non-US expenditure is expected to be partly funded out of gross margin generated by Shield in the US and Norgine BV royalty revenues.

The Group has assessed a range of other options to fund the US launch of Accrufer®, including several debt and equity based financing solutions. However the Board believes that the funding requirements are best suited to an equity based financing solution which the Fundraising will provide. Further, the Directors believe that selling Accrufer® directly in the US has the potential to generate significant returns for Shareholders.

The Subscription, the Placing and the Open Offer

The Subscription of 16,934,613 new Ordinary Shares (the "Subscription Shares") will be subject to new shareholder approvals to be sought at a general meeting of the Company (the "General Meeting"). AOP and two of the

Company's Directors, Tim Watts and Dr. Christian Schweiger, have indicated that they will subscribe for an aggregate of 16,634,613 Subscription Shares at the Issue Price pursuant to the Subscription. Further, certain employees of the Company who are existing shareholders have indicated that they will subscribe for an aggregate of 300,000 Subscription Shares at the Issue Price pursuant to the Subscription.

The Placing of up to 66,398,720 new Ordinary Shares (the "Placing Shares") at the Issue Price will be subject to new shareholder approvals to be sought at the General Meeting.

The gross proceeds of the Placing and the Subscription are up to £25 million.

Details of the General Meeting will be set out in the Circular to be sent to shareholders on or around 1 March 2021.

The date of the General Meeting will be confirmed at that time.

Peel Hunt LLP ("Peel Hunt") and finnCap Ltd ("finnCap") are acting as joint bookrunners, and Peel Hunt is acting as nominated adviser, in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement (as defined below), in accordance with the terms and conditions set out in Appendix II to this Announcement.

The final number of Placing Shares will be agreed by Peel Hunt, finnCap and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. It is envisaged that the Bookbuild will be closed no later than 4.30 p.m. on the date of this Announcement. Neither the Placing nor the Subscription will be underwritten.

In addition, in order to provide Qualifying Shareholders with an opportunity to participate in the equity financing at the Issue Price, the Company will also be conducting an Open Offer, on the basis of 2 Open Offer Shares for every 17 Ordinary Shares held on the Record Date, to raise gross proceeds of up to £4.2 million for the Company. The Open Offer will be made to Qualifying Shareholders pursuant to the Circular. Shareholders subscribing for their full entitlement under the Open Offer may request additional Open Offer Shares through the Excess Application Facility.

The Open Offer is primarily aimed at those Qualifying Shareholders who are not given the opportunity to participate in the Placing.

The Open Offer is not underwritten so if there is no take up by Qualifying Shareholders, no additional proceeds will be received by Shield pursuant to the Open Offer element of the Fundraising.

The Subscription, the Placing and the Open Offer are conditional, inter alia, upon Shareholders approving the Fundraising Resolutions at the General Meeting and upon the Placing and Open Offer Agreement not having been terminated and becoming unconditional. The Company intends to publish and send a circular (the "Circular") on or around 1 March 2021 to Shareholders, which will convene the General Meeting in order to propose the necessary resolutions to authorise the Directors to allot the Subscription Shares, the Placing Shares and the Open Offer Shares for cash free of statutory pre-emption rights. It will also contain the terms and conditions of the Open Offer. The Circular will be available on the Company's website:https://www.shieldtherapeutics.com/.

Neither the Subscription Shares nor the Placing Shares are being made available to the public and are only available to Relevant Persons. The Open Offer Shares will only be available to Qualifying Shareholders.

Set out below in Appendix I is an extract from the draft Circular that is proposed to be sent to Shareholders in due course.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing in Appendix II to this Announcement. Further information relating to the Fundraising and use of proceeds is set out in Appendix I to this Announcement.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix II. Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix III.

The ticker for the Company's ordinary shares is STX. The Company's LEI is 213800G74QWY15FC3W71.

Enquiries:

Shield Therapeutics plc	[phone]
Tim Watts (CEO)
Peel Hunt LLP - Nominated Adviser, Joint Broker and Bookrunner	[phone]
James Steel / Oliver Jackson (Investment Banking)
Jock Maxwell Macdonald / Sohail Akbar (ECM)
finnCap Ltd - Joint Broker and Bookrunner	[phone]
Geoff Nash / Matthew Radley (Corporate Finance)
Alice Lane / Charlotte Sutcliffe (ECM)
Walbrook PR - Financial PR & IR Adviser	[phone]
Paul McManus / Lianne Cawthorne	[e-mail]
About Shield

Shield is a commercial stage, pharmaceutical company with a focus on addressing iron deficiency with its lead product Feraccru ® /Accrufer ® (ferric maltol) ®, a novel, stable, non-salt based oral therapy for adults with iron deficiency with or without anaemia. Shield is quoted on AIM (STX). For more information about Shield, please seewww.shieldtherapeutics.com

IMPORTANT NOTICES AND DISCLAIMER

This announcement including its appendices (together, this "Announcement") and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction where to do so would be unlawful. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of such jurisdictions. This Announcement has not been approved by London Stock Exchange or by any other securities exchange.

The new Ordinary Shares, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold by the company outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act.

This announcement is being directed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

This announcement is for information purposes only and is directed only at persons who are: (1) in Member States of the European Economic Area, qualified investors as defined in article 2(e) of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); (2) in the United Kingdom, qualified investors as defined in article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), who (A) fall within article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (B) fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (3) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

The new Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of new Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of securities is being made in the United Kingdom, the United States or any other jurisdiction. Offers of the new Ordinary Shares will either be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation (as such terms are defined below) from the requirement to produce a prospectus or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the directors or the Company, or by any of its or their respective partners, employees, advisers, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR"), encompassing information relating to the Placing described above, and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. In addition, market soundings (as defined in UK MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information, as