On January 23, 2023 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, reported that it has terminated the arrangement agreement (the "Arrangement Agreement") dated December 13, 2022, as amended December 18, 2022, between Bioasis and Midatech Pharma plc ("Midatech") (Press release, Bioasis Technologies, JAN 23, 2023, View Source [SID1234626445]). The Arrangement Agreement provided for Midatech’s acquisition of all of Bioasis’ issued and outstanding shares in exchange for ordinary shares of Midatech by way of a statutory plan of arrangement under the laws of British Columbia (the "Arrangement").

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One of the conditions precedent to completion of the Arrangement was approval of the Arrangement and a number of related matters by the Midatech shareholders. Midatech has announced that its shareholders did not approve the Arrangement at the general meeting of Midatech shareholders held earlier today.

As a result, the Arrangement cannot proceed and Bioasis has provided written notice to Midatech that it has exercised its right to terminate the Arrangement Agreement. Under the terms of the Arrangement Agreement, Midatech is required to make an expense reimbursement payment to Bioasis of US$225,000. A copy of the Arrangement Agreement is available on Bioasis’ company profile at www.sedar.com.

Bioasis is disappointed that the Midatech shareholders did not support the Arrangement, which it believes would have been in the best interests of both companies and their respective stakeholders. With the termination of the Arrangement Agreement, Bioasis will continue to explore and evaluate strategic alternatives to enhance shareholder value, including continuing as a standalone company and evaluating potential strategic transactions or partnerships as well as any financing alternatives that may be available.

Bioasis’ existing cash reserves, together with the proceeds of the expense reimbursement payment and the final US$250,000 instalment of the bridge loan payable by Midatech on February 6, 2023, are currently expected to allow Bioasis to continue operations until approximately March 2023. Bioasis will require additional financing to continue as a going concern and to satisfy its ongoing obligations under the convertible security funding agreement between Bioasis and Lind Global Macro Fund, LP ("Lind") and to repay the US$750,000 bridge loan from Midatech and the C$350,000 bridge loan from Lind, both of which mature on June 30, 2023 and are secured by a pledge of all of Bioasis’ assets.