10 May 2021

Motif Bio plc

("Motif Bio" or the "Company")

2020 Annual Report and Accounts

Notice of Final Results

Motif Bio plc (AIM: MTFB) announces that the 2020 Annual Report and Accounts are available for download from the Company's website at www.motifbio.com. Motif Bio is a Cash Shell pursuant to AIM Rule 15.

Corporate Update

Throughout 2020, the Board engaged with multiple candidates and explored numerous potential Reverse Takeover ('RTO') transactions. The Board is now working towards completing the previously announced RTO transaction with a UK based anti-body drug conjugate drug discovery and development company.

Confidential marketing has begun for a fundraising to accompany the RTO transaction. The Board expects that further details of the transaction will be announced later in May with a General Meeting and shareholder vote to follow thereafter.

In support of the transaction, the Board has agreed to forgo all previously agreed cash incentives tied to the occurrence of an RTO.

In preparation for the completion of the RTO, Jonathan Gold will step down from his role as an Executive Director and become a Non-Executive Director, with immediate effect. We thank Jonathan for his leadership and collaboration with the Board in advancing what we consider to be a compelling and value-creating RTO opportunity for Motif's shareholders. Jonathan is expected to continue as a Non-Executive Director of the enlarged group following the completion of the RTO.

Bruce Williams, Chairman of Motif Bio, said: On behalf of the Board, I wish to express our appreciation for the valued support and patience of Motif's various stakeholders as we work to complete the RTO.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

For further information please contact:

Motif Bio plc

ir@motifbio.com

Jonathan Gold (Director)

SP Angel Corporate Finance LLP (NOMAD & BROKER)

+44 (0) 20 3470 0470

David Hignell/Caroline Rowe (Corporate Finance)

Vadim Alexandre/Abigail Wayne (Sales & Broking)

Walbrook PR Ltd. (UK FINANCIAL PR & IR)

+44 (0) 20 7933 8780

Paul McManus/ Lianne Cawthorne

motifbio@walbrookpr.com

Forward-Looking Statements

When used in this Press Release, the words or phrases "intends," "anticipates," "expected to be" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including, but not limited to, changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, and other risks described in the Company's filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company advises readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revision which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Strategic Report

The Directors present their Strategic Report for the year ended 31 December 2020.

AIM Rule 15 Cash Shell Status

Effective 28 January 2020, the Company was reclassified as an AIM Rule 15 cash shell. As such, the Company is required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 to continue to be listed on the AIM Market of the London Stock Exchange. In July 2020, the London Stock Exchange suspended trading in the Company's AIM securities pursuant to AIM Rule 40. The AIM rules provide that the Company will have an additional six months from the suspension date to complete a qualifying transaction. Initially, if the Company failed to complete a qualifying transaction by 28 January 2021, the Company's shares would be delisted from the AIM market. On 27 January 2021 and 29 March 2021 Motif provided the market with updates regarding the proposed reverse takeover via RNS, in which the Company confirmed that it would remain suspended from trading while the proposed transaction was negotiated and advanced.

Financial Overview

The Company reported its former wholly owned subsidiary, Motif BioSciences Inc., as discontinued operations in its 2019 financial results. In January 2020, the Company determined that it no longer has control of Motif BioSciences Inc. in accordance with IFRS 10 Consolidated Financial Statements. As a result, the Company will not consolidate Motif BioSciences Inc. in future financial periods. These changes have been made for all periods presented.

In February 2021, the Company divested its shareholdings of Motif BioSciences Inc. ('Inc") to Orange Avenue Technologies, LLC ('Orange'), an entity controlled by John Palmer of Tamarack Associates Inc. Mr. Palmer, through Tamarack Associates Inc., was previously appointed in early 2020 as the sole Executive Officer of Motif BioSciences Under the Stock Purchase Agreement with Orange, the Company will receive 90% of the revenues received by Inc. from iclaprim, above a $250,000 threshold.

The net loss from operations for the year ended 31 December 2021 was US $0.9 million (2019: loss of US $98.7 million).

The operations had total liabilities of US $0.1 million (2019: US $0.4 million) and total assets of US $0.6 million (2019: US $0.8 million). The liabilities are primarily $0.1 million in non-cash derivative warrant obligations and minimal vendor and related obligations.

Going Concern

As of 31 December 2020, the Company had US $0.5 million in cash. As an AIM Rule 15 cash shell, the Company's ability to continue as a going concern is dependent on its ability to source an appropriate reverse takeover or qualifying transaction. The Company's shares were suspended from trading on AIM on 29 July 2020 pursuant to AIM Rule 40. On 27 January 2021 and 29 March 2021 Motif provided the market with updates regarding the proposed reverse takeover via RNS, in which the Company confirmed that it would remain suspended from trading while the proposed transaction was negotiated and advanced. If the Company is unable to complete reverse takeover transaction for re-admission of trading on AIM the listing of the Company's common shares will be cancelled.

These financial statements have been prepared under the assumption that the Company will continue as a going concern. However, as of the date these financial statements were approved, the Company can provide no assurance that an RTO transaction will be completed or additional capital will be available when required and/or on acceptable terms. Due to the Company's recurring and expected continuing operating losses, the Directors have concluded there is a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

Section 172 statement

The Company's Section 172 statement is set out in the Corporate Governance Report on pages 7 to 10.

Jonathan E. Gold

Director

10 May 2021

Motif Bio plc

Statements of comprehensive loss

For the years ended 31 December 2020 and 2019 (Per share data in cents)

Year

Year

ended

ended

31 December

31 December

2020

2019

Note

US $ (000's)

US $ (000's)

Operating expenses

General and administrative expenses............................................

4

(891)

(1,246)

Loss on impairment of receivable from subsidiary .......................

-

(19,125)

Operating loss ...............................................................................

(891)

(20,371)

Interest income..............................................................................

4

1

5

Net foreign exchange gains (losses)...............................................

(53)

49

Gain from revaluation of derivative liabilities ...............................

11

209

5,427

Loss on impairment of investment in subsidiary ...........................

2

-

(83,771)

Loss before income taxes ..............................................................

(734)

(98,661)

Income tax expense .......................................................................

6

-

-

Net loss from operations ..............................................................

(734)

(98,661)

Comprehensive loss from operations...........................................

(734)

(98,661)

Net loss per share (in cents) - basic ...............................................

-

(0.28)

Net loss per share (in cents) - diluted ............................................

-

(0.28)

Weighted average number of ordinary shares

Basic...............................................................................................

597,628,009

350,993,002

Diluted ...........................................................................................

597,628,009

350,993,002

The notes are an integral part of these consolidated financial statements.

Motif Bio plc

Statements of financial position As at 31 December 2020 and 2019 (in thousands)

31 December 2020

31 December 2019

Note

US $ (000's)

US $ (000's)

ASSETS

Current assets

Cash and cash equivalents.............................................................

9

457

663

Prepaid expenses and other receivables .......................................

8

140

145

.......................................................................Total current assets

597

808

Total assets....................................................................................

597

808

LIABILITIES

Trade payables and accrued liabilities ...........................................

10

48

214

Derivative liabilities .......................................................................

11

88

227

...................................................................Total current liabilities

136

441

Total liabilities...............................................................................

136

441

Net assets (liabilities)....................................................................

461

367

EQUITY

Share capital ..................................................................................

13

4,798

4,777

Share premium ..............................................................................

97,809

97,003

Accumulated deficit.......................................................................

(102,147)

(101,413)

Total Equity ..................................................................................

461

367

The financial statements were approved by the Board of Directors and authorized for issue on

10 May 2021. They were signed on its behalf by:

Director

Jonathan E. Gold

The notes are an integral part of these consolidated financial statements.

Motif Bio plc

Company statements of changes in equity

For the years ended 31 December 2020 and 2019

(in thousands)

Share

Share

Accumulated

capital

premium

deficit

Total

Note

US $ (000's)

US $ (000's)

US $ (000's)

US $ (000's)

Balance at 31 December 2018

4,032

93,456

(2,331)

95,160

Loss for the year

-

-

(98,661)

(98,661)

Total comprehensive loss for the year

-

(98,661)

(98,661)

Issue of share capital

13

738

3,569

-

4,307

Cost of issuance

13

-

(317)

-

(317)

Exercise of share options and warrants

11

7

295

-

302

Share-based payments

12

-

-

(424)

(424)

Balance at 31 December 2019

4,777

97,003

(101,413)

367

Loss for the year

-

-

(734)

(734)

Total comprehensive loss for the year

-

(734)

(734)

Issue of share capital

13

20

789

-

809

Cost of issuance

13

-

(40)

-

(40)

Exercise of share options and warrants

11

1

58

-

59

Balance at 31 December 2020

4,798

97,809

(102,147)

461

The notes are an integral part of these consolidated financial statements.

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Motif Bio plc published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 07:43:18 UTC.