Shield Therapeutics : Shareholder Placing/Subscription Circular and Notice of GM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document, or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the United Kingdom or if not from another appropriately authorised independent financial adviser. The whole of this Document should be read. You should be aware that an investment in the Company involves a high degree of risk and prospective investors should in particular carefully consider the section entitled "Risk Factors" set out in Part II of this Document.

If you have sold or transferred all of your Existing Ordinary Shares on or before the Record Date please send this Document and the accompanying Application Form as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Such documents should, however, not be forwarded to or transmitted into any jurisdiction outside of the UK if to do so would constitute a violation of the relevant law and/or regulations of such jurisdiction. Any failure to comply with such restriction may constitute a violation of the securities laws of any such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares on or before the Record Date, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was made.

The maximum amount to be raised under the Open Offer shall not be more than £4.2 million (before expenses). None of the Placing, the Subscription nor the Open Offer constitutes an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly this Document does not constitute a prospectus for the purposes of the Prospectus Regulation Rules made by the Financial Conduct Authority of the United Kingdom ("FCA") pursuant to sections 73A(1) and (4) of FSMA and accordingly this Document has not been, and will not be, approved by the FCA, the London Stock Exchange, any securities commission or any other authority or regulatory body nor has it been approved for the purposes of section 21 of FSMA. In addition, this Document does not constitute an admission document drawn up in accordance with the AIM Rules.

The Company's Ordinary Shares are currently admitted to trading on AIM. Application will be made to the London Stock Exchange for the Placing Shares, the Subscription Shares and the Open Offer Shares which are subscribed for to be admitted to trading on AIM. The New Shares will not be admitted to trading on any other investment exchange. Subject to certain conditions being satisfied, it is expected that admission of the Placing Shares, the Subscription Shares and such number of Open Offer Shares subscribed for will become effective and that dealings will commence at 8.00 a.m. on 19 March 2021 ("Admission").

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the FCA has examined or approved the contents of this Document. The AIM Rules are less demanding than those of the Official List. It is emphasised that no application is being made for admission of the Existing Ordinary Shares or the New Shares to the Official List.

Shield Therapeutics plc

(Incorporated and registered in England and Wales under the Companies Act 2006 with registered no. 09761509)

Placing, Subscription and Open Offer of up to 97,279,730

New Shares at 30 pence per share

and

Notice of General Meeting

Nominated Adviser and

Joint Bookrunner Joint Bookrunner

Peel Hunt LLP finnCap Ltd

This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States or to US persons unless the securities are registered under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws and regulations of any state or jurisdiction of the United States. The securities referred to herein were offered and sold to non-US persons outside the United States in offshore transactions within the meaning of, and in accordance with, Regulation S under the Securities Act. There was no public offer of securities in the United States.

None of the New Shares, this Document or any other document connected with the Fundraising have been or will be approved or disapproved by the US Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering of the New Shares or the accuracy or adequacy of this Document or any other document connected with the Fundraising. Any representation to the contrary is a criminal offence.

The New Shares have not been and will not be registered under the securities laws and regulations of any jurisdiction, in particular, Australia, Canada, Japan or the Republic of South Africa, and may not be offered, sold, resold, or delivered, directly or indirectly, within Australia, Canada, Japan or the Republic of South Africa, or in any jurisdiction where it is unlawful to do so, except pursuant to an applicable exemption.

The distribution of this Document and the offer of the New Shares in certain jurisdictions may be restricted by law. Accordingly, neither this Document, nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession this Document comes should inform themselves about and observe any such restrictions.

Overseas Shareholders and any person (including, without limitation, nominees, custodians and trustees) who has a contractual or other legal obligation to forward this Document or an Application Form to a jurisdiction outside the UK should read paragraph 6 of Part IV of this Document.

Qualifying non-CREST Shareholders will find an Application Form enclosed with this Document. Applications under the Open Offer may only be made by the Qualifying Shareholders originally entitled or by a person entitled by virtue of a bona fide market claim arising out of the sale or transfer of Ordinary Shares prior to the date on which the relevant Ordinary Shares are marked "ex" the entitlement by the London Stock Exchange. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purposes of calculating entitlements under the Open Offer. The latest time for application and payment in full under the Open Offer is 11.00 a.m. on 17 March 2021 and the procedure for application and payment is set out in Part IV of this Document.

You are recommended to read the whole of this Document but your attention is drawn, in particular, to the letter from the Chairman of the Company explaining the background to, and reasons for, the Fundraising which is set out in Part I of this Document and to the Risk Factors in Part II of this Document which contains a discussion of certain factors that should be considered by Shareholders when considering whether or not to make an investment in the Company.

Notice of the General Meeting to be held at 11.00 a.m. on 18 March 2021, is set out at the end of this Document.

You will not receive a hard copy form of proxy for the Meeting in the post. Instead, you will be able to vote electronically using the linkwww.signalshares.com. You will need to log into your Signal Shares account, or register if you have not previously done so, to register you will need your Investor Code, this is detailed on your share certificate or available from our Registrar, Link Group. If you need help with voting online, please contact our Registrar, Link Group's portal team on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales or via email [e-mail].

Proxy votes must be received no later than 11:00 a.m. on 16 March 2021. (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

You may request a hard copy form of proxy directly from the registrars, Link Group on Tel: [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

Shareholders who hold Ordinary Shares in CREST may also appoint a proxy using CREST.

In light of public health advice in response to the COVID-19 outbreak, including to limit public gatherings, the General Meeting will be held virtually as a closed meeting with the minimum number of members legally required to be present. Members will not be permitted to attend in person therefore the Company strongly encourages all members to submit their proxy vote electronically appointing the chairman of the General Meeting as their proxy.

Copies of this Document will be available free of charge to the public from the Company's websitehttps://www.shieldtherapeutics.com.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting exclusively for the Company in connection with the Fundraising and will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this Document or any other person in respect of the Fundraising or any acquisition of New Shares. No representation or warranty, express or implied, is made by Peel Hunt as to any of the contents of this Document for which the Directors and the Company are responsible (without limiting the statutory rights of any person to whom this Document is issued). Peel Hunt has not authorised the contents of, or any part of, this Document, and no liability whatsoever is accepted by Peel Hunt for the accuracy of information or opinions contained in this Document or for the omission of any material information from this Document. Peel Hunt accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Document.

FinnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting exclusively for the Company in connection with the Fundraising and will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this Document or any other person in respect of the Fundraising or any acquisition of New Shares. No representation or warranty, express or implied, is made by finnCap as to any of the contents of this Document for which the Directors and the Company are responsible (without limiting the statutory rights of any person to whom this Document is issued). finnCap has not authorised the contents of, or any part of, this Document, and no liability whatsoever is accepted by finnCap for the accuracy of information or opinions contained in this Document or for the omission of any material information from this Document. finnCap accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Document.

No person has been authorised to give any information or to make any representation other than that contained in this Document in connection with the Fundraising and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, Peel Hunt, finnCap or their respective directors, officers, partners, members, employees, advisers, affiliates or agents.

The contents of the Company's website or any website directly or indirectly linked to the Company's website do not form part of this Document.

The distribution of this Document, the Application Form and the offer of the New Shares in certain jurisdictions may be restricted by law. Accordingly, neither this Document, the Application Form nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession this Document comes should inform themselves about and observe any such restrictions.

No application has been made or is currently intended to be made for the New Shares to be admitted to trading or dealt in on any other exchange. The New Shares will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares and otherwise rank pari passu in all respects with the Existing Ordinary Shares. It is expected that, subject to, inter alia, the passing of the Resolutions at the General Meeting, Admission will take place at 8.00 a.m. on or around 19 March 2021.

Forward Looking Statements

This Document contains "forward-looking statements" which include all statements (other than statements of historical facts) including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, and any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward- looking statements speak only as at the date of this Document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

CONTENTS

Page

KEY STATISTICS 4

DIRECTORS, SECRETARY AND ADVISERS 5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 6

DEFINITIONS 7

PART ILETTER FROM THE CHAIRMAN OF SHIELD THERAPEUTICS PLC 12

PART II

RISK FACTORS 25

PART III

QUESTIONS AND ANSWERS ON THE FUNDRAISING 32

PART IV

TERMS AND CONDITIONS OF THE OPEN OFFER 39

PART V

ADDITIONAL INFORMATION 57

PART VI

NOTICE OF GENERAL MEETING 58

KEY STATISTICS

Issue Price	30 pence
Discount to closing middle market price of an Existing Ordinary Share
on 25 February 2021 being the Business Day prior to the announcement
of the Fundraising	43.7 per cent.
Number of Existing Ordinary Shares in issue	118,544,379
Number of Placing Shares to be issued pursuant to the Placing	66,398,720
Number of Subscription Shares to be issued pursuant to the Subscription	16,934,613
Basis of the Open Offer	2 Open Offer Shares for
every 17 Ordinary Shares
Maximum number of Open Offer Shares to be issued pursuant
to the Open Offer*	13,946,397
Maximum number of New Shares to be issued pursuant to the Fundraising*	97,279,730
Estimated maximum gross proceeds of the Placing, the Subscription
and the Open Offer*	£29.2 million
Maximum number of Ordinary Shares in issue immediately following
the Placing, the Subscription and the Open Offer**	215,824,109
Percentage of Enlarged Share Capital represented by the New Shares**	45.1 per cent.
Net proceeds of the Placing and the Subscription	Approximately
£23.7 million
Maximum gross proceeds of the Open Offer*	Approximately
£4.2 million
TIDM	STX
ISIN - Ordinary Shares	GB00BYV81293
SEDOL - Ordinary Shares	Regular SEDOL code
for STC is: BYV8129
ISIN - Open Offer Basic Entitlements	GB00BMDK9812
SEDOL - Open Offer Basic Entitlements	BMDK981
ISIN - Open Offer Excess Entitlements	GB00BMDK9929
SEDOL - Open Offer Excess Entitlements	BMDK992

LEI
*	Assuming full take-up of the Open Offer
**	Assuming no further issue of Ordinary Shares prior to the issue of the New Shares and full take up of the Open Offer
4

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