(TSXV:BTI/OTCQB:BIOAF) Management Information Circular 
Bioasis Technologies Inc. Mails Management Information Circular for
Annual and Special Meeting of Securityholders
JANUARY 11, 2023
NEW HAVEN, CONN., BIOASIS TECHNOLOGIES INC. (OTCQB:BIOAF; TSX.V:BTI) (the “Company” or “Bioasis”), a multi-asset rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factor and a differentiated, proprietary xB3 ™ platform for delivering therapeutics across the blood-brain barrier (“BBB”) and the treatment of central nervous system (“CNS”) disorders in areas of high unmet medical need, today announced that it has mailed the management information circular (the “Circular”) and related materials for the annual and special meeting (the “Meeting”) of Bioasis securityholders to approve the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), pursuant to which Midatech Pharma plc (NASDAQ: MTP; AIM: MTPH) (“Midatech”) has agreed to acquire all of the issued and outstanding common shares of Bioasis (the “Transaction”), all as more particularly described in the Circular and Bioasis’s news release dated December 13, 2022.
The Meeting is scheduled to be held virtually at meetnow.global/MUTHYPM on February 3, 2023 at 1:00 p.m. (Vancouver time). Bioasis securityholders of record as of the close of business on December 30, 2022, are entitled to receive notice of and vote at the Meeting.
The board of directors of Bioasis (the “Board”), after consultation with its financial and legal advisors, and based upon, among other things, the fairness opinion of Evans & Evans, Inc., has unanimously determined that the Arrangement is in the best interests of Bioasis and that the consideration to be received by Bioasis shareholders pursuant to the Arrangement is fair to Bioasis securityholders. The Board unanimously recommends that Bioasis securityholders vote in favour of the Arrangement.
On January 4, 2023, the British Columbia Supreme Court (the “Court”) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular. The anticipated hearing date for the application for the final order of the Court (the “Final Order”) is February 8, 2023. Subject to obtaining the required approval of Bioasis securityholders at the Meeting, the required approval of Midatech shareholders at a general meeting of Midatech shareholders, the Final Order and the satisfaction or waiver of the conditions to implementing the Arrangement as set out in the arrangement agreement entered into among Bioasis and Midatech on December 13, 2022 (the “Arrangement Agreement”), the Arrangement is anticipated to be completed on or about February 8, 2023.
The Circular provides important information concerning the Arrangement and related matters, including voting procedures and other instructions. Bioasis securityholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is available on SEDAR under Bioasis’s company profile at www.sedar.com.
On behalf of the Board of Directors of Bioasis Technologies Inc.
Deborah Rathjen, Ph.D., Executive Chair of the Board
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About Bioasis
Bioasis is a multi-asset rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factor and the xB3 ™ platform, a proprietary technology for the delivery of therapeutics across the blood brain barrier and the treatment of CNS disorders in areas of high unmet medical need. The delivery of therapeutics across the blood-brain barrier represents the final frontier in treating neurological disorders. The in-house development programs at Bioasis are designed to develop symptomatic and disease-modifying treatments for brain-related diseases and disorders. For more information about the Company, please visit www.bioasis.us.
About Midatech
Midatech is an R&D company focused on 'Making Medicines Better' by improving delivery of drugs in the body. Midatech combines existing medications with its proprietary and innovative drug delivery technologies to provide compelling oncology and rare disease products that have the potential to powerfully impact the lives of patients undergoing treatment for life threatening diseases. Midatech has developed three in-house technology platforms, each with its own unique mechanism to improve delivery of medications to sites of disease. All of Midatech’s technologies have successfully entered human use in the clinic, providing important validation of the potential for each platform: (i) Q-Sphera™ platform: a disruptive micro-technology used to prolong and control the release of injectable therapeutics over an extended period of time (from weeks to months), (ii) MidaSolve™ platform: an innovative nanotechnology used to solubilize inherently insoluble drugs so that they can be administered in liquid form directly and locally into tumors and (iii) MidaCore™ platform: a leading edge nanotechnology used for targeting medications to sites of disease. By improving bio-delivery and biodistribution of approved existing molecules, Midatech's unique R&D has the potential to make medicines better, lower technical risks, accelerate regulatory approval and route to market, and provide newly patentable products. The platform nature of the technologies allows the potential to develop multiple drug assets rather than being reliant on a limited number of programmes. Midatech’s technologies are supported by 36 patent families including 120 granted patents and an additional 70 patent applications. Midatech's headquarters and R&D facility is in Cardiff, UK. For more information please visit www.midatechpharma.com
Cautionary Statement on Forward-Looking Information
This press release may contain certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. In particular, this news release contains forward-looking information pertaining to the following: statements regarding the Arrangement; the timing of key Arrangement milestones and closing; the ability of Midatech and Bioasis to satisfy the conditions to and to complete the Arrangement; and expectations regarding the impact of the Arrangement on Midatech and Bioasis including in respect of anticipated financial and operating results, strategy and business, and on stakeholders in general. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Bioasis to control or predict, that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the satisfaction of the conditions precedent to the closing of the Arrangement (including the obtaining of all securityholder, court, and regulatory approvals and completion of Midatech’s concurrent financing); risks associated with the Arrangement and acquisitions generally; the Arrangement Agreement may be terminated in certain circumstances; Bioasis will incur costs even if the Arrangement is not completed; all necessary approvals and consents may not be obtained; uncertainty regarding the ability of the parties to complete all Arrangement milestones on the intended timing; and other related risks and uncertainties, including, but not limited to, risks and uncertainties relating to Bioasis and its business disclosed in Bioasis’ filings on SEDAR at www.sedar.com. Bioasis undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents Bioasis’ best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Deborah Rathjen, Ph.D., Executive Chair of the Board and CEO
deborah@bioasis.us
203-533-7082
Investor Contact:
Graeme
Colwell Capital Corp.
graeme@colwellcapital.com
403-561-8989