THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document and/or the action you should take, you are recommended to seek

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY

ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document and/or the action you

should take, you are recommended to seek your own financial advice immediately by consulting your stockbroker, bank manager, solicitor,

accountant or other independent financial adviser duly authorised under FSMA if you are in the United Kingdom or, if not, from another

appropriately authorised independent adviser in the relevant jurisdiction.

This Document does not constitute an offer to

buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for) Ordinary Shares or ADSs or any securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. This Document does not contain an offer of transferable securities within the meaning of section 102B of

FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA nor does it constitute an admission document drawn

up in accordance with the AIM Rules. This Document has not been examined or approved by the FCA, London Stock Exchange, NASDAQ, the SEC

or any other regulatory authority.

If you have sold or otherwise transferred all

of your existing holding of Ordinary Shares, please forward this Document, together with the accompanying Form of Proxy, as soon as possible

to the purchaser or the transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery

to the purchaser or transferee, except that such documentation should not be sent into a jurisdiction where doing so may constitute a

violation of local securities laws or regulations. If you sell or have sold or otherwise transferred some of your Ordinary Shares, please

consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

This Document is being provided to you solely

for the purposes of considering the resolutions to be voted upon at the General Meeting. The distribution of this Document in certain

jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about

and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any

such jurisdiction. Shareholders who are resident or citizens of any country other than the United Kingdom and any persons (including,

without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this Document to a

jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

This Document should be read in its entirety.

Your attention is drawn to the Letter from the Chairman at pages 25 to 53 of this Document, which recommends that you vote in favour of

the Resolutions to be proposed at the General Meeting.

The Existing Directors and the Proposed Directors,

whose names appear on page 23, and the Company accept responsibility for the information contained in this Document. As at the date of

this Document, to the best of the knowledge of the Existing Directors, the Proposed Directors and the Company the information contained

in this Document is in accordance with the facts and the Document makes no omission likely to affect its import.

(incorporated and registered in England and

Wales with registered number 09216368)

Proposed Acquisition

of Bioasis Technologies Inc.

Conditional Private Placement to raise US$9.6 million

Authority to allot up to 1,600,000,000 New Ordinary Shares

Dis-application of pre-emption rights

Change of Name to Biodexa Pharmaceuticals PLC

Notice of General Meeting to be held at the registered office of the Company, 1 Caspian Point, Caspian Way, Cardiff CF10 4DQ at 10.00

a.m. on 23 January 2023 is set out at the end of this Document.

Strand Hanson Limited, which is authorised and

regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the

matters described in this Document and accordingly will not be responsible to any person other than the Company for providing the protections

afforded to customers of Strand Hanson Limited, or for providing advice to any other person in relation to the arrangements described

The accompanying Form of Proxy for use in connection

with the General Meeting should be completed by Shareholders and returned as soon as possible but in any event so as to be received by

the Company's registrar, Neville Registrars Limited, at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD by no later

than 10.00 a.m. on 19 January 2023 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding any part

of a day that is not a working day) before the time fixed for the holding of the adjourned meeting).

Shareholders who hold their shares in uncertificated

form in CREST may appoint a proxy or proxies by utilising the CREST electronic proxy appointment service in accordance with the procedures

described in the CREST Manual as set out in the Notice of General Meeting at the end of this Document. Proxies submitted via CREST must

be received by Neville Registrars Limited (ID 7RA11) no later than 10.00 a.m. on 19 January 2023 or, in the event of an adjournment of

the meeting, 48 hours before the adjourned meeting (excluding non-working days). The appointment of a proxy using the CREST electronic

proxy appointment service will not preclude a Shareholder from attending and voting at the General Meeting in person should he or she

subsequently decide to do so.

Copies of this Document will be available free

of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the Company's registered

office, 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ. In accordance with AIM Rule 26, a copy of this Document will also be available

on the Company's website www.midatechpharma.com.

THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS

ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION

DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

IMPORTANT INFORMATION

This Document does not constitute an offer to

sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, New Ordinary Shares or

New Warrants in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication

or approval requirements on the Company. The New Ordinary Shares or New Warrants have not been and will not be registered or qualified

by a prospectus under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any

state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan.

No person has been authorised to give any information

or make any representations other than as contained in this Document and, if given or made, such information or representations must not

be relied on as having been authorised by the Company or the Directors. Without prejudice to the Company's obligations under the

FSMA, the Prospectus Regulation Rules, AIM Rules and Disclosure, Guidance and Transparency Rules, neither the delivery of this Document

nor any subscription made under this Document shall, under any circumstances, create any implication that there has been no change in

the affairs of the Company since the date of this Document or that the information contained herein is correct as at any time after its

Prospective investors must not treat the contents

of this Document or any subsequent communications from the Company, the Directors or any of their respective affiliates, directors, employees

or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters. Any decision to invest in the

Ordinary Shares should be based on consideration of this Document as a whole by the investor. In particular, investors must read the risks

set out under the section "Risk Factors" set out in Part 2 of this Document.

This Document is being furnished by the Company

in connection with an offering exempt from registration under the Securities Act solely to enable prospective investors to consider the

purchase of Ordinary Shares. Any production or distribution of this Document, in whole or in part, and any disclosure of its contents

or use of any information herein for any purpose other than considering investment in the Ordinary Shares hereby is prohibited.

This Document does not constitute, and may not

be used for the purposes of, an offer to sell or any invitation or the solicitation of an offer or invitation to subscribe for or buy,

Ordinary Shares by any person in any jurisdiction:

(i) in which such offer or

invitation is not authorised;

(ii) in which the person making

such offer or invitation is not qualified to do so; or

(iii) in which, or to any

person to whom, it is unlawful to make such offer, solicitation or invitation.

The distribution of this Document and the offering

of Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom who obtain possession of

this Document are required by the Company and the Existing Directors to inform themselves about and to observe any restrictions as to

the offer or sale of Ordinary Shares and the distribution of, this Document under the laws and regulations of any territory in connection