08/03/2023 - Midatech Pharma plc: Shareholder Circular and Notice of General Meeting to be held on 24 March 2023

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 financial adviser.

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.

MIDATECH PHARMA PLC

(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 Articles

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.

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

IMPORTANT NOTICE

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 statements

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 statements.

Forward-looking statements may cause the actual results, performance or achievements of the Company to differ materially from future results, performance or achievements expressed or implied by such statements. Any forward looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document and/or the Form of Proxy in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The proposed new Ordinary Shares and new Warrants have not been, nor will they be, registered under the Securities Act or any state securities laws, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and such other applicable state securities laws.

Basis on which information is presented

Various figures and percentages in tables in this document, including financial information, have been rounded and accordingly may not total exactly. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data.

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In this document, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom. All references to "US$" are to the lawful currency of the United States.

Third party information

Where any third party information has been used in this document, the source of such information has been identified. The Company takes responsibility for compiling and extracting, but has not independently verified, market data provided by any such third parties or industry or general publications and takes no further responsibility for such data.

References to defined terms

Certain terms used in this document are defined and certain technical and other terms used in this document are explained in the section of this document headed "Definitions".

All times referred to in this document are, unless otherwise stated, references to London time.

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CONTENTS

	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
DEFINITIONS	6
DIRECTORS, SECRETARY AND ADVISERS	11
LETTER FROM THE CHAIRMAN	12
NOTICE OF GENERAL MEETING	24

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date 2023
Publication of this document and Forms of Proxy	7	March
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 22 March
General Meeting	10.00 a.m. on 24 March
Consolidation Record Date	6.00 p.m. on 24 March
Share Consolidation effective	8.00 a.m. on 27 March
Admission effective and dealings in the AIM Consolidated	expected to commence
Ordinary Shares	on 8.00 a.m. on 27 March
CREST accounts expected to be credited with the	8.00 a.m. on 27 March
Consolidated Ordinary Shares (where applicable)
Dispatch of definitive share certificates (where applicable)	week commencing 3 April
in respect of the Consolidated Ordinary Shares
Cancellation of admission of Ordinary Shares to trading on AIM	26 April
Current ISIN of the Existing Ordinary Shares	GB00BKT14T00
New ISIN of the Consolidated Ordinary Shares	GB00BNGF1L75
Current AIM Symbol/TIDM		MTPH
Proposed new AIM Symbol/TIDM upon change of the Company's name		BDRX

Notes:

1. All of the Ordinary Share numbers referenced herein have been calculated on a pre-Share Consolidation basis. In the event that the Share Consolidation becomes effective, such Ordinary Share numbers should be adjusted on a 1 for 20 basis to derive the correct number of Ordinary Shares outstanding on a post-Share Consolidation basis.
2. Each of the above times and/or dates are subject to change at the absolute discretion of the Company. In the event of any adjustment to the above dates and/or times, details of the new times and/or dates will be notified via an announcement through a Regulatory Information Service. Temporary documents of title will not be issued.
3. Unless otherwise stated, all references to time in this document and in the expected timetable are to the time in London, United Kingdom. Unless stated otherwise, all future times and dates referred to in this document are subject to change at the discretion of the Company.
4. The proposed change in the Company's name is expected to be implemented as soon as practicable following receipt of Shareholder approval at the General Meeting.

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