THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you should immediately consult your stockbroker, bank ma

THIS DOCUMENT IS IMPORTANT

AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take,

you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised

for the purposes of the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, another appropriately

authorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwise

transferred all of your Existing Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy,

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

delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Existing Ordinary Shares,

you should retain this document and the accompanying Form of Proxy and immediately contact your stockbroker, bank or other agent through

whom the sale or transfer was effected.

The Directors (whose names

and functions appear on page 11 of this document) and the Company (whose registered office is also set out on page 11 of this document)

accept responsibility, both collectively and individually, for the information contained in this document and compliance with the AIM

Rules. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such

is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the

import of such information.

This document should be read

as a whole. Your attention is drawn in particular to the letter from the Chairman of the Company which is set out in Part I of this document

and, in particular, to paragraph 7 which contains the unanimous recommendation from the Directors that Shareholders vote in favour of

the Resolutions to be proposed at the General Meeting referred to below.

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 other 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 contains no offer of transferable securities to the public within the

meaning of section 102B of the FSMA, the CA 2006 or otherwise. Accordingly, this document does not constitute a prospectus within the

meaning of section 85 of the 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 or the SEC or any other regulatory body.

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 of the FCA. 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

This document comprises a circular

incorporating a formal notice of general meeting of the Company. The Existing Ordinary Shares are admitted to trading on AIM and application

will be made in accordance with the AIM Rules for the Consolidated Ordinary Shares to be admitted to trading on AIM upon completion of

the Share Consolidation referred to in this document. It is expected that Admission will become effective and that dealings in the Consolidated

Ordinary Shares will commence on AIM at 8.00 a.m. on 27 March 2023.

(Incorporated and registered

in England and Wales with registered no. 09216368)

Proposed Share Consolidation

Proposed authority to allot

Ordinary Shares and to disapply pre-emption rights Proposed change of name to Biodexa Pharmaceuticals PLC

Proposed adoption of the New

Proposed Cancellation of Admission

of the Ordinary Shares to Trading on AIM and

Notice of General Meeting

Strand Hanson Limited

("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting

as nominated adviser and broker to the Company in connection with the proposed Share Consolidation and proposed admission of the

Consolidated Ordinary Shares to trading on AIM. Strand Hanson's responsibilities as the Company's nominated adviser

under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other

person in respect of their decision to acquire shares in the Company in reliance on any part of this document. Strand Hanson is not

acting for anyone else and will not be responsible to anyone other than the Company for providing the protections afforded to their

clients or for providing advice in relation to the contents of this document or the proposed admission of the Consolidated Ordinary

Shares to trading on AIM. No representation or warranty, express or implied, is made by Strand Hanson as to the contents of this

document, without limiting the statutory rights of any person to whom this document is issued. Strand Hanson will not be offering

advice, nor will it otherwise be responsible for providing customer protections to recipients of this document or for advising them

on the contents of this document or any other matter. The information contained in this document is not intended to inform or be

relied upon by any subsequent purchasers of ordinary shares in the capital of the Company (whether on or off exchange) and

accordingly no duty of care is accepted in relation to them.

A notice convening a general

meeting of the Company to be held at the offices of the Company at 10.00 a.m. on 24 March 2023 is set out at the end of this document.

Shareholders will find enclosed with this document a Form of Proxy. Whether or not they intend to be present at the General Meeting,

Shareholders are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it and return it as soon

as possible and in any event so as to be received by Neville Registrars Limited (by post or by hand) as soon as possible and, in any event,

no later than 10.00 a.m. on 22 March 2023 (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 (excluding any part of a day that is not a working day)). The completion and

return of a Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person if they wish to do so.

Neither the content of the Company's

website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this document.

electronic version of this document may be downloaded from the Company's website at www.midatechpharma.com.

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 or any other securities 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 proposed new Ordinary Shares or new Warrants or

other securities 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 the applicable

securities laws of Australia, Canada or Japan.

This document is being published

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.

The new Ordinary Shares and the

new Warrants have not been approved or disapproved by the SEC, any federal or state securities commission in the United States or any

other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering

of the new Ordinary Shares and the new Warrants or confirmed the accuracy or determined the adequacy of the information contained

in this document. Any representation to the contrary is a criminal offence in the United States. There will be no public offering of the

new securities in the US.

Cautionary note regarding forward-looking

This document includes statements

that are, or may be deemed to be, "forward-looking statements". These forward looking statements can be identified by

the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects",

"anticipates", "expects", "intends", "may", "will", or "should"

or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that

are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors'

current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition,

liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking

statements involve known and unknown risks, uncertainties and other factors beyond the Group's control because they relate to future

events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking