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Proposed Acquisition

of Bioasis Technologies Inc.

to Biodexa Pharmaceuticals PLC

Listed on NASDAQ; Proposed Cancellation of Admission to Trading on AIM

PLC (AIM: MTPH.L; Nasdaq: MTP), an R&D biotechnology company focused on improving the bio-delivery and biodistribution of medicines,

is pleased to announce that the Company has conditionally agreed to acquire the entire issued and to be issued share capital of Bioasis

Technologies Inc. ("Bioasis") for consideration of, in aggregate, approximately C$7.4 million (c. 4.4 million) (the

"Acquisition") (together, the "Enlarged Group"). The Acquisition consideration will be satisfied by the issue

of 75,884,553 new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares"), at an exchange ratio

of 0.9556 Ordinary Shares for every 1 Bioasis Share (the "Exchange Ratio").

lead product is Epidermal Growth Factor, which is being developed for optic neuritis associated with multiple sclerosis (MS). Bioasis

is also developing xB3 delivery technology for various rare and orphan neurodegenerative diseases and has entered into licensing and co-development

agreements with potential payments, should various performance conditions and milestones be met, totalling in excess of US$200 million

plus royalties on net sales with Chiesi Farmaceutici SpA, Prothena Corporation plc and Neuramedy Co. Ltd. Bioasis also has a research

agreement with Janssen Pharmaceutica NV, a Johnson & Johnson subsidiary.

pleased to announce a two-stage fundraising of, in aggregate, US$10.0 million (c. 8.2 million) gross, comprising: (i) gross proceeds

of approximately US$0.4 million (c. 0.3 million) raised pursuant to a Registered Direct Offering utilising the Company's existing

share capital authorities; and (ii) gross proceeds of approximately US$9.6 million (c. 7.9 million) pursuant to a Private Placement,

subject, inter alia, to Shareholder approval, in order to provide the Enlarged Group with additional working capital and to repay

certain of Bioasis' outstanding indebtedness.

Stephen Stamp, CEO of Midatech, said:

pleased to be announcing the proposed acquisition of Bioasis, together with an associated US$10 million equity fundraising and other proposals

that the Midatech board believe presents a compelling strategic opportunity aimed at delivering significant benefits to Midatech and its

the two groups to create Biodexa Pharmaceuticals, we have the opportunity to reposition the enlarged group as an emerging biotech company

focused on the development of therapeutics for rare diseases, supported by Midatech and Bioasis' enabling drug delivery platforms.

We continue to believe there is substantial value to be unlocked from Midatech's MTX110, particularly in our ongoing phase I clinical

trial in GBM, and to leverage our Q-Sphera technology. In combination with Bioasis' promising development pipeline we have the opportunity

to create a much stronger group and transition from a drug delivery platform-based company to a therapeutics company.

proposals require a complex process and a number of structural changes that will take time to complete, we strongly believe they are in

shareholder's best interests and we look forward to making further announcements in due course."

Proposed Acquisition

conditionally agreed to acquire the entire issued and to be issued share capital of Bioasis, a TSX-V traded biopharmaceutical company

focused on research and development of products for the treatment of rare and orphan diseases of the nervous system, for an aggregate

estimated consideration of approximately C$7.4 (c. 4.4 million), based on the Exchange Ratio. The Acquisition consideration will

be satisfied by the issue of, in aggregate, 75,884,553 new Ordinary Shares, equating to 0.9556 Ordinary Shares being issued for every

outstanding Bioasis Share. Based middle market closing price per Ordinary Share on AIM of 5.85 pence on 12 December 2022, being the last

trading day prior to this date of this announcement, this represents a price of C$0.09 for every Bioasis Share. The Acquisition will be

implemented by way of a statutory Plan of Arrangement in accordance with the laws of the Province of British Columbia, Canada.

Bioasis is a corporation

existing under the laws of British Columbia and its shares are traded on the TSX-V under the stock symbol "BTI". For its financial

year ended 28 February 2022, Bioasis reported losses of C$2.96 million and had net liabilities of C$1.92 million.

is conditional, inter alia, upon the Arrangement being approved by the Court and the Bioasis Securityholders, the Private Placement

and the approval by Existing Shareholders of the Resolutions at the Company's General Meeting, including the cancellation of admission

to trading of the Ordinary Shares on AIM, expected to be held in Q1 2023.

the AIM Cancellation, Sijmen de Vries will resign as a Director of the Company and Deborah Rathjen and Mario Saltarelli will be appointed

as Directors of the Company.

pleased to announce a two-stage fundraise of approximately US$10.0 million (c. 8.2 million) gross proceeds, comprising of: (i) gross

proceeds of approximately US$0.4 (c. 0.3 million) raised pursuant to the Registered Direct Offering in the United States utilising

the Company's existing share capital authorities, via the issuance of 9,849,325 new Ordinary Shares at a price of approximately

3.3 pence per Ordinary Share (equivalent to 393,973 new ADSs (the "Registered ADSs") at a price of US$1.00 per ADS); and (ii)

gross proceeds of approximately US$9.6 million (c. 7.9 million) pursuant to the Private Placement, via the issuance of 14,602,050

new Ordinary Shares (equivalent to 584,082 new ADSs, the "Unregistered ADSs"); 9,021,945 pre-funded warrants to purchase 9,021,945

ADSs; 10,000,000 A Warrants to purchase up to 10,000,000 ADSs; and 10,000,000 B Warrants to purchase up to 10,000,000 ADSs.

of the Private Placement the Company will issue Units to the Placee, at the Placing Price, comprising: (i) one new ADS (equivalent to

25 new Ordinary Shares); and (ii) approximately 1.04 A Warrants and approximately 1.04 B Warrants; or, in lieu of an ADS, if the Placee

so chooses, one Pre-Funded Warrant. The Placing Price is equal to US$1.00 per Unit and US$0.999 per Pre-Funded Warrant.

Direct Offering is expected to close on or around 15 December 2022, subject to customary closing conditions. The Private Placement is

conditional upon, inter alia, completion of the Acquisition, Shareholders approving the Resolutions, as well as the Bioasis Shareholders

approving the Acquisition Resolutions, and granting of the Final Order. The Registered Direct Offering and Private Placement is being

effected with Armistice Capital (the "Placee").

to use the net proceeds raised under the Registered Direct Offering and its existing cash resources to loan to Bioasis the sum of US$0.75

million (c. 0.61 million) to assist in the short term with Bioasis' working capital requirements.

of the Private Placement will be approximately US$8.6 million (c. 7.0 million) which the Company intends to utilise to: (i) pay

off a portion of the Lind Debt (as defined below); and (ii) support the Enlarged Group's business plan.

and the B Warrants will become exercisable on the date that such warrants are issued and will each be exercisable at an exercise price

of US$1.00 per ADS. The A Warrants will expire one year from the date that such warrants are issued and may be exercised on a cashless

basis if six months after issuance there is no effective registration statement registering the Ordinary Shares (in the form of ADSs)

to be issued in connection with the A Warrants. The B Warrants will expire six years from the date that such warrants are granted and

may be exercised on a cashless basis if six months after issuance there is no effective registration statement registering the Ordinary

Shares (in the form of ADSs) to be issued in connection with the B Warrants. The Pre-Funded Warrants will become exercisable on the date

that the Pre-Funded Warrants are issued and will be exercisable at an exercise price of US$0.001 per ADS. Each Pre-Funded Warrant will

be exercisable into 25 new Ordinary Shares (or one ADSs). The Pre-Funded Warrants shall remain exercisable until exercised in full and

may be exercised on a cashless basis.

not exercise the Placing Warrants and/or the Pre-Funded Warrants if the Placee, together with its affiliates or any person with whom it

is acting in concert under the Takeover Code, would beneficially own more than 9.99% of the number of Ordinary Shares outstanding immediately

after giving effect to such exercise. Furthermore, the Placee will be subject to certain restrictions pursuant to the Securities Purchase

Agreement in relation to the number of Ordinary Shares (as represented by ADSs) meaning that the Placee, together with any affiliates

or any person with whom it is acting in concert under the Takeover Code, cannot hold directly or indirectly in excess of 29.9% of the

number of Ordinary Shares outstanding at any time.

terms of the Securities Purchase Agreement, until the 18 month anniversary of Completion, upon any issuance by the Company or any of its

subsidiaries of Ordinary Shares or Ordinary Share equivalents, for cash consideration, indebtedness, or a combination of units thereof

(a "Subsequent Financing"), the Placee will have the right to participate in up to an amount of the Subsequent Financing equal

to 25% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing, subject to certain

& Co. Inc. is acting as the exclusive placement agent for the Registered Direct Offering and the Private Placement.

ADSs described above (but not the Unregistered ADSs, Warrants or the ADSs underlying the Warrants) are being offered pursuant to a shelf

registration statement (File No. 333-267932) which became effective on 26 October 2022. The Registered ADSs may be offered only by means

of a prospectus supplement that forms a part of the effective registration statement. A prospectus supplement and the accompanying prospectus

relating to the Registered Direct Offering will be filed with the SEC. Electronic copies of the prospectus supplement and the accompanying

prospectus may be obtained, when available, from the SEC's website at http://www.sec.gov or from Ladenburg Thalmann & Co. Inc.,

at Attn: Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, NY 10019 or by e-mail at prospectus@ladenburg.com.