THIS DOCUMENT IS IMPORTANT AND REQUIRES 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 personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised for the purposes of FSMA, if you are resident in the United Kingdom, or, if not, from an otherwise appropriately authorised independent financial adviser.

Subject to the restrictions set out below, if you sell or have sold or otherwise transferred all of your Existing Ordinary Shares please send this document, together with the Form of Proxy at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might breach local securities laws or regulations. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares please retain this document and the accompanying Form of Proxy and contact immediately the bank, stockbroker or other agent through whom the sale or transfer was effected.

The distribution of this document and/or the accompanying documents into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or the accompanying Form of Proxy comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may breach the securities laws of those jurisdictions. The Existing Ordinary Shares are admitted to Standard Listing and to trading on the Main Market. Applications will be made to FCA and the London Stock Exchange, respectively, for the Subscription Shares to be admitted to Standard Listing, and to trading on the Main Market.

It is expected that Admission will become effective and that dealings for normal settlement in the Subscription Shares will commence at 8:00 a.m. on 21 May 2019. The Subscription Shares will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all other Existing Ordinary Shares in issue on Admission.

This document does not constitute, or form part of, any offer or invitation to issue, or any solicitation of any offer to subscribe for, any Ordinary Shares. The issue of the Subscription Shares pursuant to the Subscription will not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA, and accordingly, this document does not constitute a prospectus or prospectus equivalent document for these purposes.

_________________________________________________________________________________

OKYO PHARMA LIMITED

(Incorporated and registered in Guernsey with registered number 65220)

Subscription of 36,363,636 new Ordinary Shares at 1.1 pence each

Proposed Approval of Waiver of the obligations under Rule 9 of the Takeover Code

and

Notice of General Meeting

Broker

_________________________________________________________________________________

This document should be read as a whole and in its entirety. Your attention is drawn to the letter from the Executive Chairman set out in Part I of this document, which contains the unanimous recommendation of the Independent Directors that you vote in favour of the Whitewash Resolution to be proposed at the General Meeting.

Notice convening a General Meeting of the Company, to be held at 10:00 a.m. on 20 May 2019 at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS, is set out at the end of this document. The action to be taken by Independent Shareholders in respect of the General Meeting is set out on page 13 of this document. Whether or not you intend to attend the General Meeting, you are urged to complete the accompanying Form of Proxy and return it in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by post or, during normal business hours only, by hand, by the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 10:00 a.m. on 16 May 2019. The completion and return of a Form of Proxy will not prevent you from attending and voting at the General Meeting in person should you wish to do so.

Stockdale, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker to the Company in connection with the matters disclosed herein and is not acting for any other person (including a recipient of this document) or otherwise responsible to any person for providing the protections afforded to clients of Stockdale or for advising any other person in respect of any transaction, matter or arrangement referred to in this document. No representation or warranty, express or implied, is made by Stockdale, for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which it is not responsible.

This document does not constitute or form part of any offer or instruction to purchase, subscribe for or sell any shares or other securities in the Company in any jurisdiction in which such offer or instruction would be unlawful nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with any contract therefor. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or the accompanying Form of Proxy comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The information contained in this document has been prepared solely for the purposes of the Waiver, and is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on- or offexchange) and accordingly no duty of care is accepted in relation to any such persons.

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 offices of Cooley (UK) LLP at Dashwood, 69 Old Broad Street, London EC2M 1QS from the date of this document and shall remain available for a period of one month from the passing of the Whitewash Resolution.

A copy of this document will also be available on the Company's website, www.okyopharma.com.

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS4
SUBSCRIPTION STATISTICS 5
DIRECTORS, COMPANY SECRETARY AND ADVISERS7
PART I - LETTER FROM THE EXECUTIVE CHAIRMAN OKYO PHARMA LIMITED8
PART II – TERMS OF THE WARRANTS13
PART III – RISK FACTORS20
PART IV – ADDITIONAL INFORMATION ON THE PANETTA CONCERT PARTY21
PART V – FINANCIAL INFORMATION ON THE COMPANY28
PART VI – ADDITIONAL INFORMATION ON THE COMPANY 29
PART VII DEFINITIONS 35
NOTICE OF GENERAL MEETING38

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document and posting of the Form of Proxy to Shareholders	26 April 2019
Latest time and date for receipt of completed Forms of Proxy to be valid at the General Meeting	10:00 a.m. on 16 May 2019
Record time and date for voting at General Meeting	6:30 p.m. on 16 May 2019
General Meeting	10:00 a.m. on 20 May 2019
Announcement of result of General Meeting	20 May 2019
Admission of Subscription Shares effective	8:00 a.m. on 21 May 2019

Notes:

1. Each of these times and dates are indicative only and are subject to change. Dates set after the General Meeting assume that the General Meeting is not adjourned and that the Whitewash Resolution is passed. If any of these times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service (and posted on the Company's website).
2. Unless otherwise stated, all of the times in this document refer to London time.
3. Certain of the principal events in the above expected timetable are conditional upon the passing of the Whitewash Resolution.

SUBSCRIPTION STATISTICS

Subscription Price per Subscription Share	1.1 pence
Number of Existing Ordinary Shares in issue prior to the Subscription	524,108,283
Number of Subscription Shares	36,363,636
Number of New Subscription Warranties	36,363,636
Number of Ordinary Shares in issue following the Subscription	560,471,919
Subscription Shares as a percentage of Enlarged Issued Share Capital	6.48%
Gross proceeds of the Subscription	£400,000
Estimated net proceeds of the Subscription	Approximately £375,000
Market capitalisation of the Company at the Subscription Price following the Subscription	Approximately £6,165,191

IMPORTANT INFORMATION

Forward-looking statements

This document contains (or may contain) certain "forward-looking statements" with respect to the Company and certain of its goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. The forward-looking statements contained herein include statements about the expected effects or potential outcomes of the Waiver, the Whitewash Resolution, the Subscription, and other statements other than in relation to historical facts. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those contained in any forward-looking statements. All statements, other than statements of historical facts, contained in this document, including statements regarding the Company's future financial position, business strategy and plans, business model and approach and objectives of management for future operations, are forward-looking statements. Generally, the forward-looking statements in this document use words such as "aim", "anticipate", "target", "expect", "estimate", "plan", "goal", "believe", "will", "may", "could", "should", "future", "intend" "opportunity, "potential", "project", "seek" and other words having a similar meaning.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of changes in interest rates and foreign exchange rates, changes in legislation, changes in consumer habits and other factors outside the control of the Company, that may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements.

All forward-looking statements contained in this document are based upon information available to the Directors at the date of this document and the posting or receipt of the document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Investors are urged to read this entire document carefully before making an investment decision. The forwardlooking statements in this document are based on the relevant Directors' beliefs and assumptions and information only as of the date of this document, and the forward-looking events discussed in this document might not occur. Therefore, investors should not place any reliance on any forward-looking statements. Except as required by the FCA, the Takeover Panel, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law.

Financial data

Certain figures contained in this document, including financial, statistical and operating information, have been subject to rounding adjustments.

DIRECTORS, COMPANY SECRETARY AND ADVISERS

Directors	Willy Simon (Executive Chairman) Dr. Kunwar Shailubhai (Non-Executive Director) Leopoldo Zambeletti (Non-Executive Director)
Registered Office	Martello Court Admiral Park St. Peter Port Guernsey GY1 3HB
Company Secretary	Cooley Services Limited Dashwood 69 Old Broad Street London EC2M 1QS
Broker	Stockdale Securities Limited 100 Wood Street London EC2V 7AN
Legal Advisers to the Company as to English Law	Cooley (UK) LLP Dashwood 69 Old Broad Street London EC2M 1QS
Legal Advisers to the Company as to Guernsey Law	Carey Olsen (Guernsey) LLP Carey House Les Banques St. Peter Port Guernsey GY1 4BZ
Auditor and Reporting Accountant	KPMG Audit LLC Heritage Court 41 Athol Street Douglas Isle of Man IM99 1HN
Registrar	Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY
Website	www.okyopharma.com

PART I - LETTER FROM THE EXECUTIVE CHAIRMAN

OKYO PHARMA LIMITED

(Incorporated and registered in Guernsey with registered number 65220)

Willy Simon (Executive Chairman) Dr. Kunwar Shailubhai (Non-Executive Director) Leopoldo Zambeletti (Non-Executive Director)

Directors: Registered Office: Martello Court Admiral Park St. Peter Port Guernsey GY1 3HB

26 April 2019

To the holders of Ordinary Shares (and, for information purposes only, to holders of options or warrants in respect of Ordinary Shares)

Subscription of 36,363,636 new Ordinary Shares at a price of 1.1 pence per share to raise gross proceeds of £400,000 Proposed Approval of Waiver obligations under Rule 9 of the Takeover Code and Notice of General Meeting

Dear Shareholder,

I am writing in connection with a proposed subscription to raise gross proceeds of £400,000 in new equity capital by way of the Subscription and to seek your approval of a Waiver of certain obligations under the Takeover Code which would otherwise apply to certain Shareholders, in respect of both the proposed Subscription and pursuant to the future exercise of certain options that were granted in 2018 (prior to the Company being subject to the Takeover Code).

Introduction

The Company announced today that it had conditionally raised gross proceeds of £400,000 by way of a cash Subscription by Panetta for 36,363,636 Subscription Shares at the Subscription Price, such that Panetta will increase its holding from 47.91 per cent. of the Existing Issued Share Capital to 51.29 per cent. of the Enlarged Issued Share Capital immediately following completion of the Subscription.

Panetta is owned by a trust in which Gabriele Cerrone has a life interest. Panetta and Mr Cerrone are also significant shareholders in Tiziana Life Sciences plc (with aggregate interests of 47.05% of the issued share capital of that company), a company whose shares are admitted to trading on AIM with a market capitalisation of approximately £103 million and of which Mr Cerrone is executive Chairman and a major shareholder. Dr Kunwar Shailubhai is the chief executive officer of Tiziana Life Sciences plc and Tiziano Lazzaretti is the chief financial officer of Tiziana Life Sciences plc. Due to these business relationships and associations, Panetta, Mr Cerrone, Dr Kunwar Shailubhai and Mr Lazzaretti are considered to be acting in concert and together they constitute the Panetta Concert Party. Further information on the members of the Panetta Concert Party are set out in Part IV of this document.

The Subscription Shares are to be issued with New Subscription Warrants attached on a one for one basis at an exercise price of 1.35 pence each. The New Subscription Warrants are exercisable at any time and for a period of 5 years from date of issue. Accordingly 36,363,636 New Subscription Warrants will be issued in connection with the Subscription. If the New Subscription Warrants and Concert Party Options were to be exercised in full, this would increase the Panetta Concert Party's holding to 55.56%

(as further detailed below). Absent a Waiver being passed on a poll at a general meeting of Independent Shareholders at a general meeting, this increase in the shareholding of the Panetta Concert Party through a threshold provided for in Rule 9 of the Takeover Code would trigger an obligation for the Panetta Concert Party to make a mandatory general offer under Rule 9 to all Independent Shareholders.

The Board currently has sufficient existing authorities to allot shares and disapply pre-emption rights for the purposes of the Subscription; such authorities were obtained at the Company's Annual General Meeting held on 6 September 2018, and accordingly the Board will not be seeking authorities from the Independent Shareholders at the General Meeting.

Background to and reasons for the Waiver and the Subscription

The Company intends to use the net proceeds of the Subscription towards (i) the completion of the INDenabling studies in order for the Company to make the IND submission for the Chemerin technology by the first quarter of 2020, and (ii) the associated costs relating to the estimated completion of the preclinical studies of BAM-8 by the second quarter of 2019, which would provide a basis for further IND enabling studies.

The Subscription Shares will represent approximately 6.94 per cent. of the Existing Issued Share Capital and 6.48 per cent. of the Enlarged Issued Share Capital. The Subscription Price of 1.1 pence represents a discount of approximately 12 per cent. to the Closing Price of 1.25 pence per Ordinary Share and a premium of 10 per cent. to the closing bid price on 25 April 2019, being the last trading day immediately preceding the date of the Subscription Agreement. When issued, the Subscription Shares will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. Applications will be made to the FCA and the London Stock Exchange, respectively, for the Subscription Shares to be admitted to Standard Listing and to trading on the Main Market. Subject to certain conditions, it is expected that Admission will become effective and that dealings in respect of such Subscription Shares will commence at 8:00 a.m. on 21 May 2019.

Takeover Code

The issue of the Subscription Shares and/or any exercise of the New Subscription Warrants and/or the Concert Party Options give rise to certain considerations under the Takeover Code. Brief details of the Takeover Panel, the Takeover Code and the protections they afford are given below. The Board intend to take this opportunity to seek Shareholder approval for a waiver of the obligation to make a general offer which would otherwise arise under Rule 9 of the Takeover Code in respect of the issue of the Subscription Shares, any exercise of the New Subscription Warrants and any exercise of the Concert Party Options.

The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company resident in the United Kingdom (and to certain categories of private limited companies).

As formerly a British Virgin Islands company, the Company was not historically subject to the Takeover Code and equivalent shareholder protections were not contained in the Company's constitution. Upon migration to Guernsey on 3 July 2018 and, following admission to Standard Listing and to trading on the Main Market, the Company became subject to the Takeover Code and therefore Shareholders are now entitled to the protections afforded by the Takeover Code.

Under Rule 9, any person who acquires an interest in shares, whether by a series of transactions over a period of time or not, which, taken together with any interest in shares held or acquired by persons acting in concert (as defined in the Takeover Code) with him, in aggregate carry 30 per cent. or more of the voting rights of a company, that person is normally required by the Takeover Panel to make a mandatory general offer to all of the remaining shareholders to acquire their shares.

Rule 9 further provides that, inter alia, where any person who, together with persons acting in concert with him or her, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights of a company which is subject to the Takeover Code, and such person, or any person or persons acting in concert with him or her, acquires an additional interest in shares which increases the percentage of shares carrying voting rights in which he or she is interested, then such person is normally required to make a mandatory general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights of that company to acquire the balance of their interests in the company.

An offer under Rule 9 must be in cash or be accompanied by a cash alternative and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company acquired during the 12 months prior to the announcement of the offer.

Rule 9 further provides, inter alia, that where any person who, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company and acquires an interest in shares which carry additional voting rights, then they will not normally be required to make a mandatory general offer to the other shareholders to acquire their shares. However, the Takeover Panel may deem an obligation to make an offer to have arisen on the acquisition by a single member of a concert party of an interest in shares sufficient to increase his individual holding to 30 per cent. or more of a company's voting rights or, if he already holds more than 30 per cent. but less than 50 per cent. an acquisition which increases his shareholdings in that company.

Under the Takeover Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control, or to frustrate the successful outcome of an offer for a company, subject to the Takeover Code. Control means an interest, or interests, in shares carrying, in aggregate, 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. The members of the Concert Party are deemed to be acting in concert for the purposes of the Takeover Code.

Further details concerning the Panetta Concert Party are set out in Part IV of this document.

Waiver and Whitewash Resolution

Under Note 1 of the Notes on the Dispensations from Rule 9, when the issue of new securities would otherwise result in an obligation to make a mandatory general offer under Rule 9, the Takeover Panel may grant a waiver of that obligation if, inter alia, the shareholders of a company who are independent of the person who would otherwise be required to make a mandatory general offer, and any person acting in concert with him or her, pass an ordinary resolution on a poll at a general meeting approving the proposals giving rise to the obligation to make a mandatory general offer under Rule 9 and the waiver of it by the Takeover Panel.

The Takeover Panel has agreed, subject to the passing of the Whitewash Resolution by the Independent Shareholders on a poll at the General Meeting, to waive the obligation of the Concert Party, collectively and/or individually, to make a mandatory general offer for the Ordinary Shares not already owned by it or persons connected with it as would otherwise arise following completion of (i) the issue and allotment of the Subscription Shares, or (ii) in the event of the exercise of the Concert Party Options or (iii) any exercise of the New Subscription Warrants. Accordingly, the Independent Directors propose that the Independent Shareholders waive the obligation on the Panetta Concert Party to make a mandatory general offer under Rule 9, which would otherwise arise in the event of (i) the issue and allotment of the Subscription Shares, (ii) the exercise of the Concert Party Options; and (iii) any exercise of the New Subscription Warrants.

To be passed, the Whitewash Resolution will require a simple majority of the votes cast on a poll vote. As the Waiver must be approved by the Independent Shareholders, the members of the Panetta Concert Party are not able to vote on the Whitewash Resolution. As at the Latest Practicable Date, Panetta, being a member of the Concert Party, held a 47.91 per cent. interest in the Existing Issued Share Capital.

You should note that if the Subscription completes, Panetta will hold 51.29 per cent. of the voting rights of the Company (or 54.0 per cent. of the voting rights of the Company if Panetta exercised the New Subscription Warrants in full and no other person subscribed for any further shares or exercised any warrants or options). In these circumstances, as long as the Panetta Concert Party holds more than 50 per cent. of the voting rights of the Company, individual members of the Panetta Concert Party will be allowed to increase their holdings subject to Note 4 of Rule 9.1. For so long as Panetta holds more than 50 per cent. of the voting rights of the Company, Panetta may accordingly increase its interest in shares without incurring any obligation under Rule 9 to make a mandatory general offer, although other individual members of the Panetta Concert Party (i.e. Dr Shailubhai and/or Mr Lazzaretti) will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Takeover Panel consent. In the event that the Whitewash Resolution is approved at the General Meeting, the Panetta Concert Party will not be restricted from making an offer for the Company.

For the avoidance of doubt, the Waiver only applies in respect of increases in shareholdings of the Concert Party resulting from (i) the issue and allotment of the Subscription Shares, or (ii) the exercise of the Concert Party Options, or (iii) the exercise of the New Subscription Warrants.

Independent Advice

The Takeover Code requires the Independent Directors to obtain competent independent advice regarding the merits of the transaction which is the subject of the Whitewash Resolution, the controlling position which it will create, and the effect which it will have on the Shareholders generally.

Stockdale has provided formal advice to the Independent Directors regarding the Waiver and the Subscription in providing such advice, Stockdale has taken into account the Independent Directors' commercial assessments.

Intentions of the Panetta Concert Party regarding the Company's business

The members of the Panetta Concert Party support the strategic goal and use of proceeds as described in this Part I, respectively. The Panetta Concert Party believes that there will be mutual benefit in the successful implementation of that strategy. Panetta itself does not intend to be involved in the day-today management or operation of the Company's business.

Pursuant to the Relationship Agreement, further details of which are contained in this Part I, Panetta has given certain undertakings to the Company to ensure that the Board and the Company can operate on an independent basis.

Relationship Agreement

The Company entered into the Relationship Agreement with Panetta on 6 July 2018. The purpose of the Relationship Agreement is to ensure that the Company operates independently of Panetta. The Relationship Agreement provides that all transactions and dealings between the Company and Panetta take place on arm's length commercial terms and shall be subject to the approval of the independent Directors. Further details of the Relationship Agreement is provided in paragraph 6(b) of Part VI.

Conditional upon the approval of the Whitewash Resolution Panetta has agreed that the Relationship Agreement will be amended to provide that Panetta will not, whist it holds in excess of 29.9 per cent of the voting rights in the Company, subscribe for further Ordinary Shares at a discount of greater than 10 per cent. to the prevailing mid-market price in the event of any future fundraise unless that fundraise is open (so far as is legally practicable) to all other shareholders.

General Meeting

Set out at the end of this document is a notice convening the General Meeting of the Company to be held at to be held at the offices of Cooley (UK) LLP at Dashwood, 69 Old Broad Street, London EC2M 1QS on 20 May 2019 at 10:00 a.m., at which the Whitewash Resolution will be proposed. Please note that the summary and explanation set out below is not the full text of the Whitewash Resolution and Independent Shareholders should read the full text of the Whitewash Resolution as set out in the Notice of General Meeting before returning their Forms of Proxy.

The Subscription and the issue of the New Subscription Warrants and Waiver will not proceed if the Whitewash Resolution is not passed by the Independent Shareholders. The Whitewash Resolution will be proposed as an ordinary resolution (to be taken on a poll of the Independent Shareholders voting in person and by proxy) and seeks the approval of the Independent Shareholders to waive the obligation on the Panetta Concert Party which would otherwise arise under Rule 9 as a result of (i) the issue and allotment of the Subscription Shares, or (ii) the exercise of the Concert Party Options, or (iii) any exercise of the New Subscription Warrants.

Save in respect of the allotment and issue of the Subscription Shares and the issue of the New Subscription Warrants, the grant of options to employees under employee share plans or other similar incentive arrangements and pursuant to any exercise of the Concert Party Options and any other existing options in respect of Ordinary Shares, the Board has no current intention to allot shares, or rights to subscribe or convert into shares, in the capital of the Company.

Actions to be taken

Whether or not you propose to attend the General Meeting in person, you are urged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, by the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 10:00 a.m. on 16 May 2019 (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 Business Day)). If you are posting your completed Form of Proxy in the UK, you may do so using the reply-paid card printed on the reverse of the Form of Proxy.

Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence.

The completion and return of the Form of Proxy will not prevent you from attending and voting at the General Meeting, or any adjournment thereof, in person should you wish to do so.

Recommendation

The Independent Directors, who have been so advised by Stockdale consider the terms of the proposed Subscription, the exercise of the Concert Party Options, and the Waiver, to be fair and reasonable and in the best interests of Independent Shareholders and of the Company as a whole. In providing its advice to the Independent Directors, Stockdale has taken into account the Independent Directors' commercial assessments.

Accordingly, the Independent Directors recommend that the Independent Shareholders vote in favour of the Whitewash Resolution at the General Meeting as they intend to do in respect of their entire holdings which amount to interests in 307,100 Ordinary Shares, representing approximately 0.06 per cent. of the Existing Issued Share Capital.

Yours faithfully,

Willy Simon Executive Chairman

PART II – TERMS OF THE WARRANTS

The Warrants are constituted by, and issued subject to and with the benefit of, the Warrant Instrument.

Warrantholders are and will be bound by all of the terms and conditions set out in the Warrant Instrument. The terms and conditions are attached to the Warrants and are summarised in this section Terms of the Warrants. Statements made in this summary are a description of those made in the Warrant Instrument.

1.1 Definitions

In this section Terms of the Warrants, unless the context requires otherwise, the following words and expressions have the following meanings:

"Act" means the Companies Act 2006.

"Aggregate Subscription Price" means the aggregate amount payable for the subscription of the Ordinary Shares to which a Warrantholder is entitled on exercising all or some of their Warrants, which are being exercised on the same occasion.

"Business Day" means any day, other than Saturdays, Sundays and public holidays in England on which clearing banks are open for business in the City of London.

"Certificate" means a certificate in the form set out in Appendix 1 to the Warrant Instrument.

"Exercise Date" has the meaning given to it in paragraph 2.2.

"Exercise Notice" means a notice exercising a Warrant, lodged in accordance with the procedure set out in paragraph 2.2 and in the form set out in Appendix 2 to the Warrant Instrument.

"Extraordinary Resolution" means a resolution proposed at a meeting of the holders of outstanding Warrants duly convened by 14 days' notice and held and passed by a majority consisting of not less than 75 per cent. of the votes cast, whether on a show of hands or on a poll.

"Final Subscription Date" has the meaning given to it by paragraph 2.1.

"London Stock Exchange" means London Stock Exchange plc.

"Ordinary Shares" means ordinary shares of no par value each in the capital of the Company.

"Person" includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality and references to any party who is an individual shall also include their personal representatives.

"Shareholder" means a holder for the time being of an Ordinary Share.

"Subscription Period" has the meaning given to it in paragraph 2.1.

"Subscription Price" has the meaning given to it in paragraph 2.1 as may be adjusted from time to time pursuant to paragraph 3.

"Total Subscription Price" means the aggregate amount payable for the subscription of all the Ordinary Shares which would fall to be allotted if all the Warrants in issue and remaining unexercised were to be immediately exercised.

"Warrant" means a warrant constituted by the Warrant Instrument.

"Warrant Instrument" means this instrument constituting Warrants to subscribe for Ordinary Shares.

"Warrantholder" means a registered holder for the time being of a Warrant.

2. Subscription Rights

2.1 Initial subscription rights

A Warrantholder shall have the rights ("Subscription Rights") to subscribe for the number of Ordinary Shares set out in the Certificate by making payments in cash for all or such number of Ordinary Shares as such Warrantholder shall specify and for which such Warrantholder's holding of Warrants shall entitle such Warrantholder so to subscribe at a price of 1.35 pence per Ordinary Share ("Subscription Price") subject to adjustments as provided in paragraph 3 below at any time within the period (the "Subscription Period") commencing on the date of this deed and ending on the date falling six years from the date hereof ("Final Subscription Date"), upon which they shall lapse and any Warrantholder who has not, by that date, exercised their Subscription Rights shall not be entitled to any compensation with respect to the same PROVIDED THAT in the event that the Warrantholder is in possession of inside information (as defined in article 7 of the Market Abuse Regulation (EU/596/2014) ("MAR")), as amended from time to time, and is thereby precluded from exercising their subscription rights or any part thereof before the Final Subscription Date, the exercise period shall be extended until 10 Business Days following the date on which the Warrantholder ceases to be in possession of inside information.

2.2 Method of exercise

In order to exercise their Subscription Rights a Warrantholder must lodge at the registered office, or representative office for the time being of the Company, their Certificate (or an undertaking in respect of a lost Certificate), having completed the exercise notice thereon and specifying the number of Warrants in respect of which the Subscription Rights are exercised ("Exercise Notice") accompanied by a remittance for the Aggregate Subscription Price (rounded up to the nearest penny) for the Ordinary Shares in respect of which the Subscription Rights are exercised (each of the Certificate, Notice of Exercise and remittance together being the "Exercise Conditions" and the date on which the Exercise Conditions are satisfied being the "Exercise Date"). An Exercise Notice shall not be capable of revocation upon delivery by the Warrantholder. Compliance must also be made with any statutory requirements for the time being applicable. The Company shall, if requested by the Warrantholder at the time of exercise of their Subscription Rights, take all such steps as are within the Company's power to facilitate the holding of the Ordinary Shares by such Warrantholder (or such Persons as may be nominated by the Warrantholder in the Exercise Notice) in CREST. If, at any time, the Company's membership of CREST ceases, the Company shall issue a share certificate in respect of the Ordinary Shares in the name of the Warrantholder (or such Person as may have been or be nominated by the Warrantholder in the Exercise Notice).

2.3 Allotment of Ordinary Shares

Ordinary Shares will be issued and allotted pursuant to the satisfaction of the Exercise Conditions on the Exercise Date and, in respect of any Warrants that are in certificated form on any Exercise Date, share certificates in respect of such Ordinary Shares will be issued free of charge and despatched (at the risk of the Persons entitled thereto) no later than five Business Days after the relevant Exercise Date to the first named Person in whose name the Warrants are registered at the relevant Exercise Date. In the event that, in respect of any Warrants that are in certificated form on any Exercise Date, not all of the Warrants evidenced by a Certificate are exercised, the Company shall at the same time issue to the first named Person in whose name the Warrants are registered for no payment a new Certificate in the name of the Warrantholder for any balance of the Subscription Rights remaining exercisable (at the risk of the Persons entitled).

2.4 Ranking of Ordinary Shares

Ordinary Shares allotted pursuant to the exercise of Warrants will not rank for any dividends or other distributions declared, made or paid on or by reference to a record date prior to the relevant Exercise Date but, subject thereto, will rank pari passu in all other respects with the Ordinary Shares in issue at the relevant Exercise Date provided that on any allotment falling to be made pursuant to paragraph 2 the Ordinary Shares so to be allotted shall not rank for any dividends or other distributions declared, made or paid by reference to a record date prior to the date of allotment.

2.5 Admission

The Company shall make applications to the Financial Conduct Authority (the "FCA") and the London Stock Exchange for the Ordinary Shares allotted pursuant to any exercise of Subscription Rights to be admitted listing on the standard segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange, and the Company will use all reasonable endeavours to obtain the admission to trading thereof no later than 14 days after the relevant Exercise Date.

3. Adjustment of Subscription Price

3.1 Capital reorganisations

If, by reference to a record date on or before the Final Subscription Date, the Company shall allot any Ordinary Shares fully paid by way of capitalisation of profits or reserves to Shareholders or shall effect any consolidation or sub-division of the Ordinary Shares, the number and/or nominal value of Ordinary Shares obtainable on any subsequent exercise of the Warrants will be increased or, as the case may be, reduced in due proportion and the Subscription Price per Ordinary Share will be adjusted accordingly but so that in no circumstances will the Subscription Price be reduced to a figure below the nominal value of an Ordinary Share and that after such adjustment the total number of Ordinary Shares which may be subscribed for pursuant to the Subscription Rights, is such that when allotted the Ordinary Shares will: (a) carry as nearly as possible (and in any event not less than) the same proportion of the votes as prior to the adjustment; and (ii) carry the entitlement to participate in the same proportion in the profits and assets of the Company, as would have been the case if subscribed for pursuant to the Subscription Rights immediately prior to the capitalisation, consolidation or sub-division. On any such capitalisation, consolidation or sub-division the Company will procure that the auditors for the time being of the Company will verify the correctness of the appropriate adjustments and, within 21 days of such adjustments, notice will be sent to each Warrantholder of the adjusted number of Ordinary Shares to which the Warrantholder is entitled to subscribe in consequence thereof, fractional entitlements being ignored, and/or of the adjusted Subscription Price per Ordinary Share, such notice being accompanied by a new Certificate showing such adjusted number of Ordinary Shares and Subscription Price per Ordinary Share in the case of all Warrants that are in certificated form.

4. Other provisions

4.1 So long as any Subscription Rights remain exercisable the Company shall not:
(A) make any distribution of capital profits or capital reserves except by means of a capitalisation issue in the form of fully paid Ordinary Shares;
(B) issue securities by way of capitalisation of profits or reserves except fully paid Ordinary Shares issued to Shareholders;
(C) during (or, as at a record date falling within) the period of six weeks ending on the Final Subscription Date make any such offer or invitation o Shareolders (except by extending to Warrantholders any such offers as may be made by a third party);
(D) any way modify the rights attached to its existing Ordinary Shares as a class, or create any new class of shares except for shares which carry, as compared with the existing Ordinary Shares, no greater rights as regards voting, dividend or capital except in accordance with any scheme involving the issue of shares to employees or exemployees including executive Directors of the Company and/or any subsidiary; or
(E) issue any Ordinary Shares credited as fully paid by way of capitalisation of profits or reserves nor make any such offer to Shareholders if, as result, the Company would on any subsequent exercise of the Subscription Rights be obliged to issue Ordinary Shares at a discount.
4.2 The Company shall keep available for issue sufficient authorised but unissued share capital to satisfy in full all Subscription Rights remaining exercisable under this Warrant Instrument.
4.3 If an offer or invitation is made to all Shareholders (or all such Shareholders other than the offeror and/or any company controlled by the offeror and/or Persons acting in concert with the offeror) to acquire the whole or any part of the issued Ordinary Share capital of the Company and the Company becomes aware that as a result of such offer or invitation the right to cast a majority of votes which may ordinarily be cast at a general meeting of the Company has become vested in the offeror and/or such Persons or companies as aforesaid, the Company shall, so far as it is able, procure that a like offer or invitation is made or extended at the same time to each Warrantholder as if the Warrants had been exercised in full and as if the Ordinary Shares issued pursuant to such exercise had been issued immediately prior to the record date for such an offer or invitation.
4.4 The Company shall send to the Warrantholders a copy of every document sent to the Shareholders at the same time as it is sent to such Shareholders.

4.5 Liquidation

If the Company commences liquidation, whether voluntary or compulsory (except for the purpose of reconstruction, amalgamation or unitisation on terms sanctioned by an Extraordinary Resolution of the Warrantholders), it shall forthwith give notice thereof to all Warrantholders; thereupon each Warrantholder will (if in such winding-up there shall be a surplus available for distribution amongst Shareholders (including for this purpose the Ordinary Shares which would arise on the exercise of all the unexercised Warrants) which, taking into account the amounts payable on the exercise of each such Warrant, exceeds in respect of each Ordinary Share a sum equal to the Subscription Price) be treated as if immediately before the date of such order or resolution all their Warrants had been exercised in full and shall accordingly be entitled to receive out of the assets available on liquidation pari passu with Shareholders such a sum as he would have received had he been the holder of the Ordinary Shares to which he would have become entitled by virtue of such subscription after deducting a sum per share equal to the Subscription Price per share; subject to the foregoing, all Warrants shall lapse on liquidation of the Company.

4.6 No return of capital

The Company shall not reduce by payment or distribution of assets to its Shareholders its share capital or any share premium or capital redemption reserve.

4.7 Share buybacks

If an offer or invitation is made by the Company to Shareholders to purchase any of their Ordinary Shares the Company shall at the same time give notice of the offer to all the Warrantholders. Should any Warrantholders exercise any of their Warrants at any time whilst such offer or invitation remains open for acceptance, such exercise shall be deemed to have taken effect and the Ordinary Shares falling to be issued in consequence thereof shall be deemed to have been issued, immediately prior to the record date applicable to such offer or invitation in order that such exercising Warrantholders may accept the same.

If at any time an offer is made to all holders of Ordinary Shares (or all holders of Ordinary Shares other than the offeror and/or any company controlled by the offeror and/or Persons acting in concert with the offeror) to acquire the whole or any part of the issued share capital of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast on a poll at a general meeting of the Company has or will become vested in the offeror and/or such Persons or companies as aforesaid:

(A) the Company shall give notice to each Warrantholder within 5 Business Days of it becoming so aware, and each Warrantholder shall be entitled to exercise its Subscription Rights to the extent that such rights have not lapsed or been exercised prior to the record date of such offer;
(B) the Company shall use reasonable endeavours to procure that a similar offer is made to Warrantholders as if all outstanding Subscription Rights had been exercised immediately before the record date for that offer; and
(C) to the extent that any Subscription Rights have not been exercised within one month after such offer shall have become or been declared unconditional in all respects they shall lapse, and

for the avoidance of doubt, publication of a compromise or arrangement under the Act providing for the acquisition by any person of the whole or any part of the issued share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 4.7.

5. Variation of rights

5.2 All or any of the rights for the time being attached to the Warrants may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the Company and with either the consent in writing of any or all Warrantholders entitled to subscribe for not less than 75 per cent of the Ordinary Shares which are subject to outstanding Warrants or with the sanction of an Extraordinary Resolution of the Warrantholders.
5.3 All the provisions of the Articles as to General Meetings of the Company shall mutatis mutandis apply to any separate meeting of the Warrantholders as though the Warrants were a class of shares forming part of the Company and as if such provisions were expressly set out in full in this Warrant Instrument but so that:
(A) the necessary quorum shall be the Warrantholder or Warrantholders (present in person or by proxy) entitled to subscribe for at least one-third in nominal amount of the Ordinary Shares subject to outstanding Warrants;
(B) every holder of an outstanding Warrant present in person at any such meeting shall be entitled on a show of hands to one vote and every such holder present in person or by proxy at any such meeting shall be entitled to one vote for every Ordinary Share for which he is entitled to subscribe pursuant to the Warrants;
(C) any holder or holders of 10 per cent or more of the aggregate outstanding Warrants present in person or by proxy may demand or join in demanding a poll; and
(D) if at any adjourned meeting a quorum as above defined is not present those holders of outstanding Warrants who are then present in person or by proxy shall be a quorum.

6. Transfer of Warrants

6.1 Each Warrant will be registered and the Subscription Rights thereby represented will be transferable in multiples of one Ordinary Share.
6.2 The provisions and restrictions governing the transfer of Ordinary Shares in the Articles of the Company apply to the transfer of Warrants and accordingly no transfer of Warrants may be registered unless a transfer of Ordinary Shares would also be permitted.
6.3 When a Warrantholder transfers part only of their holding of the Warrants the old Certificate shall be cancelled and a new Certificate for the balance of such Warrants issued without charge.
6.4 No beneficial interest in any Warrant shall be disposed of without the presentation for registration of a transfer and Certificate in respect of such Warrant in accordance with these particulars.
6.5 The Board shall have the right, with the prior consent of Warrantholders to take all requisite actions to enable the Warrants to be transferred in uncertificated form by means of a Relevant System as defined in and in accordance with the Uncertificated Securities (Guernsey) Regulations 2009 (as amended).

7. General

7.1 Accounts etc.

The Company will concurrently with the issue of the same to Shareholders send to each holder of a Warrant (or, in the case of joint holders, to the first named) a copy of each published annual report and accounts of the Company and unaudited interim report of the Company together with all documents required by law to be annexed thereto, and copies of every statement, notice or circular issued to Shareholders. The Company shall on the request of any Warrantholder provide that Warrantholder with a copy of the Investor Warrant Instrument.

7.2 Shareholders' meetings

Warrantholders may attend all meetings of Shareholders but may not vote or be counted in the quorum at such meetings by virtue of or in respect solely of their holdings of Warrants.

8. Notices

8.1 Any notice or other communication to be given under, or in connection with the matters contemplated by, the Warrant Instrument shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post or by facsimile to the address and for the attention of the relevant party set out below (or as otherwise notified by that party hereunder). Any such notice shall be deemed to have been received:
(A) if delivered personally, at the time of delivery;
(B) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and
(C) in the case of a Warrant in uncertificated form, the date of receipt of the properly authenticated dematerialised instruction and/or other instruction or notification;

Provided that if deemed receipt occurs before 9:00 a.m. on a Business Day the notice shall be deemed to have been received at 9:00 a.m. on that day and if deemed receipt occurs after 5:00 p.m. on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9:00 a.m. on the next Business Day.

9. Governing law

The terms and conditions of the Warrant Instrument shall be construed in accordance with and be governed by the laws of England and the Company and each Warrantholder shall submit to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of or in connection with the Warrant Instrument and its implementation and effect.

PART III – RISK FACTORS

THE SUBSCRIPTION IS CONDITIONAL UPON, INTER ALIA, THE GRANTING OF THE WAIVER BY THE TAKEOVER PANEL, THE APPROVAL OF THE WHITEWASH RESOLUTION BY THE INDEPENDENT SHAREHOLDERS AND ADMISSION. IN THE EVENT THAT ANY CONDITION TO WHICH THE SUBSCRIPTION AND ISSUE OF THE WARRANTS ARE SUBJECT ARE NOT SATISFIED OR, IF CAPABLE OF WAIVER, WAIVED, ADMISSION OF THE SUBSCRIPTION SHARES WILL NOT OCCUR AND THE SUBSCRIPTION WILL NOT COMPLETE.

If any of the circumstances identified in the risk factors were to materialise, the Company's business, financial condition, results of operations and future prospects could be adversely affected and investors may lose all or part of their investment. Certain risks of which the Directors are aware at the date of this document and which they consider material to prospective investors are set out in the risk factors below. However, further risks and uncertainties relating to the Company which are not currently known to the Directors, or that the Directors do not currently deem material, may also have an adverse effect on the Company's business, financial condition, results of operations and future prospects. If this occurs, the price of the Ordinary Shares may decline and investors may lose all or part of their investment. An investment in the Company may not be suitable for all potential investors. Potential investors are recommended to seek personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised for the purposes of FSMA, if you are resident in the United Kingdom, or, if not, from an otherwise appropriately authorised independent financial adviser.

Risks relating to Whitewash Resolution not being passed

The Subscription is conditional, inter alia, on the passing of the Whitewash Resolution

The Whitewash Resolution to be proposed at the General Meeting will be proposed as an ordinary resolution taken on a poll at the General Meeting and, in order to be passed, will require the approval of a simple majority of the total voting rights of the Independent Shareholders who (being entitled to do so) vote on such resolution at the General Meeting in person or by proxy. The Subscription is conditional, inter alia, on the passing of the Whitewash Resolution. If the Whitewash Resolution is not passed, the Company will not be able to proceed with the Subscription in the form currently envisaged, with the result that the anticipated net proceeds of the Subscription will not become available to fund proposed upcoming expenditure and achieve the objectives currently pursued by the Board. The Company's business plan and growth prospects may be materially adversely affected as a result.

The Panetta Concert Party may increase its shareholding in the Company without obtaining a waiver from the Takeover Panel

On Admission, the Panetta Concert Party will hold more than 50 per cent. of the Company's voting share capital. In these circumstances, for so long as the members of the Panetta Concert Party continue to be treated as acting in concert, the Panetta Concert Party may increase its aggregate interest in the Ordinary Shares without incurring any obligation under Rule 9 to make a mandatory general offer, although individual members of the Panetta Concert Party (i.e. Dr Shailubhai and Mr Lazzaretti) will not be able to increase their percentage interests in Ordinary Shares through or between a relevant Rule 9 threshold without the consent of the Takeover Panel.

Investment risk

The value of an investment in the Company could, for a number of reasons go up or down. There is also the possibility that the market value of an investment in the Company may not reflect the true underlying value of the Company.

PART IV – ADDITIONAL INFORMATION ON THE PANETTA CONCERT PARTY

The information set out in this Part III, which relates to the members of the Panetta Concert Party (being Panetta, Gabriele Cerrone, Kunwar Shailubhai and Tiziano Lazzaretti), has been accurately reproduced from information provided by Panetta and the members of the Panetta Concert Party (including Mr Cerrone). As far as the Company is aware, and is able to ascertain from information provided by Panetta and the other members of the Panetta Concert Party, no facts have been omitted which would render the information in this Part III inaccurate or misleading.

1. Responsibility statement

For the purposes of Rule 19.2 of the Takeover Code only, each of the members of the Panetta Concert Party who are individuals and Gabriele Cerrone and Pasqualina Abballe (who are the directors of Panetta) severally accept responsibility for the information contained in this Part IV and the other information contained in this document relating to the members of the Panetta Concert Party and their immediate families, related trusts and persons connected with them and their intentions. To the best of the knowledge and belief of those persons (who have taken all reasonable care to ensure that such is the case), all information contained in this document relating to Panetta and the members of the Panetta Concert Party is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Information on Panetta

Panetta is an investment holding company limited by shares formed under the laws of the British Virgin Islands, whose registered office is at P.O. Box 957, Road Town, Tortola, British Virgin Islands, and as at the date of this document holds 251,087,103 Ordinary Shares. Panetta is owned by a trust in which Gabriele Cerrone has a life interest. Panetta is also a shareholder in Tiziana Life Sciences plc, a company whose shares are admitted to trading on AIM with a market capitalisation of approximately £103m (the aggregate interests of Panetta and Mr Cerrone being 47.05% of the issued share capital of that company) and of which Mr Cerrone is executive chairman and Dr Shailubhai and Mr Lazzaretti are respectively chief executive officer and chief financial officer.

3. Information on Gabriele Cerrone

Gabriele Cerrone has a successful track record and extensive experience in the financing and restructuring of micro-cap biotechnology companies. He has founded nine biotechnology companies in oncology, infectious diseases and molecular diagnostics, and has taken six of these companies to the Nasdaq Market and one to AIM. Mr. Cerrone co-founded Trovagene, Inc., a molecular diagnostic company and served as its Co-Chairman; he was a co-founder and served as Chairman of both Synergy Pharmaceuticals, Inc. and Callisto Pharmaceuticals, Inc., and was a director of and led the restructuring of Siga Technologies, Inc. Mr. Cerrone also cofounded FermaVir Pharmaceuticals, Inc. and served as Chairman of the Board until its merger in September 2007 with Inhibitex, Inc. Mr. Cerrone served as a director of Inhibitex, Inc. until its US\$2.5bn sale to Bristol Myers Squibb Co in 2012. Mr. Cerrone is the Executive Chairman and Co-Founder of Gensignia Life Sciences, Inc., a molecular diagnostics company focused on oncology using microRNA technology; Chairman and Founder of Tiziana Life Sciences plc, an oncology focused therapeutics company; Chairman and Co-Founder of Rasna Therapeutics Limited, a company focused on the development of therapeutics for leukaemias; Co-Founder of ContraVir Pharmaceuticals, Inc. and founder of BioVitas Capital Ltd.

4. Background of Dr. Kunwar Shailubhai and Tiziano Lazzaretti

(a) Dr. Kunwar Shailubhai - Kunwar Shailubhai, Ph.D., M.B.A. serves as chief executive officer, chief scientific officer and executive director of Tiziana Life Sciences plc. Dr. Shailubhai brings more than 25 years of experience within the life science industry, combined with a distinguished track record of success in translating drugs from concept through commercialisation to market. He also currently serves as chief executive officer of Rasna Therapeutics, Inc., a developer of therapeutics to address the high unmet need that exists for acute myeloid leukaemia and other forms of leukaemia. Dr. Shailubhai has been serving as a member of board of Tiziana Life Sciences plc since 2015. He actively played key roles in development of growth strategies through several key licensings of technologies and drug candidates. Dr. Shailubhai steered the company through prioritisation of projects to focus on novel drug candidates for treatment of autoimmune and inflammatory diseases and cancer. As co-founder, executive vice-president and chief scientific officer of Synergy Pharmaceuticals, Inc. he led the non-clinical, CMC and clinical development of Trulance2 from inception to approval by the FDA, having co-invented and pioneered Synergy's platform technology for functional GI disorders, inflammatory bowel disease, GI cancer and other human diseases. Dr. Shailubhai as the chief architect of the intellectual property estate, directed all aspects of intellectual property management, including timely submission of patent applications, directing office actions and coordinating with intellectual property attorneys. Earlier, from 2003 until 2008, Dr. Shailubhai served as senior vice president, Drug Discovery and from 2001 to 2003, he held the position of vice president, Drug Discovery at Synergy, where he pioneered therapeutic applications of GC-C agonists in a variety of human diseases such as Asthma, COPD and cholesterol lowering. Prior to Synergy, he was with Monsanto Company, serving as group leader, Cancer Prevention and previously served as a senior staff fellow at the National Institutes of Health, and as an assistant professor at the University of Maryland. Dr. Shailubhai received his Ph.D. in microbiology from the University of Baroda, India, and his M.B.A. from the University of Missouri, St. Louis. He has more than 20 issued patents and over 50 peer-reviewed publications.

On 6 July 2018, Dr. Shailubhai was granted 16,500,000 Concert Party Options at an exercise price of 4.5 pence, vesting in four equal tranches annually on date of grant.

(b) Tiziano Lazzaretti - Mr. Lazzaretti acts as the Company's chief financial officer. Mr. Lazzaretti has extensive experience in the healthcare and pharmaceutical industry and is chief financial officer of Tiziana Life Sciences plc and Rasna Therapeutics, Inc., from 2011 to 2016 he was group finance director at Pharmentis Srl, a spin-off from Teva Ratiopharm. Prior to this, Mr. Lazzaretti was an executive director at Alliance Boots Healthcare, and held senior positions at Accenture, SNIA Spa and Fiat Group. Mr. Lazzaretti has a Bachelor of Science (BSc Hons) in Accounting and Finance from the University of Turin, Italy, was awarded a M.B.A. from Bocconi University, Milan and studied Corporate Finance at the London Business School.

On 6 July 2018, Mr. Lazzaretti was granted 1,000,000 Concert Party Options at an exercise price of 4.5 pence, vesting in four equal tranches annually on date of grant.

5. Disclosure of interests and dealings in shares

5.1 For the purposes of this paragraph 5 of Part III of this document:
(a) "acting in concert" means any such person acting or deemed to be acting in concert as such expression is defined in the Takeover Code;
(b) "arrangement" includes any indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which may be an inducement to deal or refrain from dealing;
(c) "associate" of any company means:
- (i) its parent (if any), subsidiaries, fellow subsidiaries, associated companies, and companies of which any such parent, subsidiaries, fellow subsidiaries or associated companies are associated companies (for this purpose, ownership

or control of 20 per cent. or more of the equity share capital of a company is regarded as the test of "associated company" status);

(ii) its connected advisers and persons controlling, controlled by or under the same control as such connected advisers;
(iii) its directors and the directors of any company covered in (i) above (together, in each case, with their close relatives and related trusts);
(iv) its pension funds or the pension funds of any company covered in (i) above;
(v) employee benefit trust or the employee benefit trust of any company covered in (i) above; and
(vi) a company having a material trading agreement with any company covered in (i) above;
(d) "connected adviser" has the meaning attributed to it in the Takeover Code;
(e) "connected person" has the meaning attributed to it in section 252 of the Companies Act;
(f) "control" means a holding, or aggregate holdings, of shares carrying 30 per cent. or more of the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting, irrespective of whether the holding or aggregate holding gives de facto control;
(g) "deal", "dealing" or "dealt" includes the following:
(i) the acquisition or disposal of equity securities, or the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attached to equity securities, or of general control of equity securities;
(ii) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any equity securities;
(iii) subscribing or agreeing to subscribe for equity securities;
(iv) the exercise or conversion of any equity securities carrying conversion or subscription rights (whether in respect of new or existing securities);
(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to equity securities;
(vi) entering into, terminating or varying the terms of any agreement to purchase or sell equity securities; and
(vii) any other action resulting, or which may result, in an increase or decrease in the number of equity securities in which a person is interested or in respect of which he has a short position;
(h) "derivative" includes any financial product the value of which, in whole or in part, is determined directly or indirectly by reference to the price of an underlying security;
(i) "disclosure period" means the period commencing on 24 April 2018, being the date 12 months prior to the Latest Practicable Date and ending on the Latest Practicable Date;
(j) "equity securities" has the meaning given in section 560 of the Companies Act;
(k) being "interested" in equity securities includes where a person:
(i) owns equity securities;
(ii) has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to equity securities or has general control of them;
(iii) by virtue of any agreement to purchase, option or derivative, has the right or option to acquire equity securities or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise;
(iv) is party to any derivative whose value is determined by reference to their price and which results, or may result, in his having a long position in them; or
(v) has long economic exposure, whether absolute or conditional, to changes in the price of those securities (but a person who only has a short position in securities is not treated as interested in those securities);
(l) "relevant securities" includes
(i) equity securities of the Company which carry voting rights;
(ii) equity share capital of the Company; and
(iii) securities of the Company which carry conversion or subscription rights tonto any of the foregoing; and
(m) "short position" includes any short position under a derivative, any agreement to sell or any delivery obligation or any right to require another person to purchase or take delivery of any relevant securities of the Company, whether conditional or absolute and whether in the money or otherwise. A person will have a short position in a security if he: (a) will benefit economically if the price of that security goes down; (b) will suffer economically if the price of that security goes up; (c) has the right or option to dispose of it or to put it on to another person; or (d) is under an obligation to deliver it to another person.

Concert Parties' interest in the Company

5.2 As at the date of this document (and save for the right to acquire the Subscription Shares pursuant to the Subscription Agreement), the Panetta Concert Party's existing shareholdings in the Company are set out in the table below.

As at the date of this document
Concert Party	No. of Ordinary Shares	Percentage	No. of Concert Party Options
Panetta Partners Limited	251,087,103	47.91%	-

Dr. Kunwar Shailubhai	-	-	16,500,000
Tiziano Lazzaretti	-	-	1,000,000
Total	251,087,103	47.91%	17,500,000

Following completion of the Subscription, the shareholding of each member of the Concert Party will be as set out in the table below.

Following completion of the Subscription				Maximum potential controlling interest1
Concert Party	No. of Ordinary Shares	Percentage	No. of New Subscription Warrants	No. of Concert Party Options	No. of Ordinary Shares	Percentage of Enlarged Issued Share Capital
Panetta Partners Limited	287,450,739	51.29%	36,363,636	-	323,814,375	52.71%
Dr. Kunwar Shailubhai	-	-	-	16,500,000	16,500,000	2.69%
Tiziano Lazzaretti	-	-	-	1,000,000	1,000,000	0.16%
Total	287,450,739	51.29%	36,363,636	17,500,000	341,314,375	55.56%

Market dealings in relevant securities by the Concert Party

5.3 No dealings in relevant securities have taken place during the disclosure period by any member of the Panetta Concert Party (including members of their immediate families, related trusts nor any persons connected with them), any director of Panetta nor any person acting or deemed to be acting in concert with them.
5.4 As at close of business on the Latest Practicable Date, save as disclosed in this paragraph 5:
(a) no member of the Panetta Concert Party had any interest in or right to subscribe for, nor had any short position in relation to, any relevant securities, nor had it dealt in any relevant securities during the disclosure period;
(b) none of the directors of Panetta (including any members of such directors' respective immediate families, related trusts or connected persons) had an interest in or a right to subscribe for, or had any short position in relation to, any relevant securities, nor had any such person dealt in any relevant securities during the disclosure period;

¹ Assumes that all the New Subscription Warrants and the Concert Party Options held by Dr. Shailubhai and Mr. Lazzaretti are exercised in full, but no other options are exercised.

(c) no person acting in concert with a member of the Panetta Concert Party had an interest in or a right to subscribe for, or had any short position in relation to, any relevant securities, nor had any such person dealt in any relevant securities during the disclosure period;
(d) there were no arrangements which existed between any member of the Panetta Concert Party, any director of Panetta or any person acting in concert with any member of the Panetta Concert Party and any other person in connection with or dependent upon the outcome of the Waiver or the Subscription;
(e) no member of the Panetta Concert Party, nor any director of Panetta nor any person acting in concert with any member of the Panetta Concert Party has borrowed or lent any relevant securities, save for any borrowed shares which have either been on-lent or sold; and
(f) no member of the Panetta Concert Party, nor any director of Panetta nor any person acting in concert with any member of the Panetta Concert Party has any arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Takeover Code or has dealt in any relevant securities of the Company during the disclosure period.

Other arrangements, agreements or understandings

5.5 No member of the Panetta Concert Party nor any persons acting in concert with it have entered into any agreement, arrangement or understanding (including any compensation arrangement) with any of the Company's Directors, recent directors, Shareholders, recent shareholders or any person interested or recently interested in Existing Ordinary Shares which are connected with or dependent upon the outcome of the Waiver or the Subscription.
5.6 Save as disclosed in this Part III, no member of the Panetta Concert Party has entered into any agreement, arrangement or understanding to transfer any interest acquired in the Company, as a result of the Waiver or the Subscription to any person.

6. Long-term justification for the Waiver, the Subscription and source of funding

6.1 Panetta is committing funds to invest in the Company under the proposed Subscription, which will enable the Company to progress with its strategy, as described in this document.
6.2 The Subscription will be financed by Panetta using its own resources.
6.3 The Panetta Concert Party have no intention to make, or seek to make, any changes in respect of the Company's: (i) business or any research and development functions; (ii) continued employment of the employees and management or any conditions of employment or in the balance of the skills and functions of the employees and management; (iii) strategic plans and their likely repercussions on employment and on the locations of the Company's places of business or on the location of the Company's headquarters and headquarters functions; (iv) employer's contributions to pension schemes, the accrual of benefits for existing members and the admission of new members; (v) deployment of fixed assets; or (vi) maintenance of existing trading facilities for the Ordinary Shares of the Company following any increase in their voting interests as a result of the proposed Subscription, any exercise of the New Subscription Warrants or any exercise of the Concert Party Options.

7. Material contracts

Save as set out below, there are no material contracts (other than contracts entered into in the ordinary course of business) entered into by any member of the Panetta Concert Party within the two years immediately preceding the date of this document:

(a) Panetta entered into a Subscription Agreement with the Company;
(b) Panetta entered into a responsibility letter addressed to the Company and Stockdale in respect of this document;
(c) Panetta entered into the Relationship Agreement with the Company on the terms described in paragraph 6(b) of Part VI and an amendment thereto which is conditional on the passing of the Whitewash Resolution; and
(d) the Company entered into the Chemerin Acquisition Agreement.

PART V – FINANCIAL INFORMATION ON THE COMPANY

As required under the rules of the Takeover Code, the information listed below relating to the Company is hereby incorporated by reference into this document in accordance with Rule 24.15 of the Takeover Code and are available free of charge on the Company's website at www.okyopharma.com and are also available for inspection as set out in paragraph 11 of Part VI of this document.

Information	Source of Information
The unaudited interim accounts of the Company for the period of 6 months ended 30 September 2018	http://okyopharma.com/sites/default/files/Interim%20Res ults%20for%20the%20six%20months%20to%2030%20S eptember%202018_0.pdf
The audited report and financial statement of the Company for the financial period ended 31 March 2018	http://okyopharma.com/sites/default/files/OKYO%20FS% 202018.03.31%20final.pdf
The audited report and financial statement of the Company for the financial period ended 31 March 2017	http://okyopharma.com/sites/default/files/West_African_ Minerals_Corporation_31_March_2017_accounts.pdf

If you are reading this document in hard copy, please enter the above web addresses in your web browser to be brought to the relevant document. If you are reading this document in soft copy, please click on the web address above to be brought to the relevant document.

Any Shareholder, person with information rights or other person to whom this document is sent may request in writing or verbally a hard copy of each of the documents above incorporated by reference in this document. Hard copies will only be sent where valid requests are received from such persons. Requests for copies of any such documents should be directed to the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephoning the Shareholder helpline on +44 (0)370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. - 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

PART VI – ADDITIONAL INFORMATION ON THE COMPANY

1. Responsibility statement

The Directors, whose names and positions are listed on page 8 of this document, accept responsibility for the information contained in this document (including any expressions of opinion but other than information relating to the Panetta Concert Party and their immediate families, related trusts and persons connected with them, for which responsibility is accepted on the basis set out in paragraph 1 of Part IV). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Interests of Directors and Senior Management

2.1 For the purposes of this paragraph 2, the definitions contained in paragraph 5 of Part IV of this document apply.
2.2 As at the Latest Practicable Date, the total issued share capital of the Company is 524,108,283 Ordinary Shares. The Company has in issue options and warrants convertible into 58,000,000 Ordinary Shares.
2.3 The interests of the Directors, Senior Management and their families and the interests of their connected persons in the issued share capital of the Company as at the Latest Practicable Date and as they are expected to be following the Subscription are as follows:

Name of Director/Senior Management	Number of Ordinary Shares held at Latest Practicable Date	Percentage of Existing Issued Share Capital at Latest Practicable Date	Number of Ordinary Shares to be held immediately following the Subscription	Percentage of Enlarged Issued Share Capital immediately following the Subscription
Willy Simon	307,100	0.06%	307,100	0.05%
Dr. Kunwar Shailubhai	-	-	-	-
Leopoldo Zambeletti	-	-	-	-
Tiziano Lazzaretti	-	-	-	-
Total	307,100	0.06%	307,100	0.05%

As at the Latest Practicable Date, there were outstanding rights to subscribe for Ordinary Shares granted to certain Directors and Senior Management as follows:

Name of	Number of share options
Director/Senior	and Exercise			Vesting
Management	Price	Date of grant	Expiry Date	Conditions
Willy Simon	2,000,000	6 July 2018	6 July 2025	Vest in 4 equal
	(4.5p)			tranches annually
				on date of grant
Dr. Kunwar Shailubhai	16,500,000	6 July 2018	6 July 2025	Vest in 4 equal
	(4.5p)			tranches annually
				on date of grant
Leopoldo Zambeletti	3,500,000	6 July 2018	6 July 2025	Vest in 4 equal
	(4.5p)			tranches annually
				on date of grant
Tiziano Lazzaretti	1,000,000	6 July 2018	6 July 2025	Vest in 4 equal
	(4.5p)			tranches annually
				on date of grant

2.4 As at the close of business on the Latest Practicable Date and save as set out in this paragraph 2 of this Part V neither the Company nor any of the Directors or Senior Management (including any members of such Directors' and Senior Management's respective immediate families, related trusts or connected persons) or any person deemed to be acting in concert with the Directors, Senior Management or the Company, has an interest in or a right to subscribe for, or had any short position (whether conditional or absolute, and whether in the money or otherwise) in relation to, any relevant securities, nor had any such person dealt in any relevant securities during the disclosure period; and neither the Company nor any of the Directors, Senior Management nor any person acting in concert with the Company, Directors or Senior Management have borrowed or lent any relevant securities.
2.5 No dealing in Ordinary Shares by the Directors and Senior Management have taken place in the disclosure period.
2.6 Save as disclosed in this paragraph 2 of this Part V there were no arrangements of the kind referred to in Note 11 of the definition of acting in concert in the Takeover Code which existed between the Company nor any of the Directors or Senior Management (including any members of their respective immediate families, related trusts or connected persons) or any associate of the Company and any other person, nor have any dealings in relevant securities taken place between such parties during the disclosure period.
2.7 Save as stated above or as otherwise disclosed in the Company's Public Record:
(a) none of the Directors or Senior Management (nor any person connected with any of them within the meaning of section 252 of the Companies Act) has any interest, whether beneficial or non-beneficial, in the share or loan capital in the Company;
(b) there are no outstanding loans granted or guarantees provided by any member of the Group to or for the benefit of the Directors or Senior Management or provided by any Director or Senior Management to any member of the Group;
(c) none of the Directors or Senior Management have any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by, or leased to, any member of the Group;
(d) none of the Directors or Senior Management have any option or warrant to subscribe for any shares in the Company; and
(e) none of the Directors or Senior Management has any interest, direct or indirect, in any contract or arrangement which is or was unusual in its nature or conditions or significant to the business of the Group taken as a whole, which were effected by any member of the Group and which remains in any respect outstanding or unperformed.
2.8 The Company is not aware of any person or persons who directly or indirectly, jointly or severally, exercise(s) or could exercise control of the Company or any arrangements the operation of which may, at a subsequent date, result in a change in the control of the Company.
2.9 There is no arrangement under which any Director has agreed to waive future emoluments nor has there been any waiver of emoluments during the financial year immediately preceding the date of this document.

3. Major Shareholders

As at the Latest Practicable Date, in so far as known to the Company, the following persons had an interest in the Company's issued Ordinary Share capital which is notifiable under DTR 5 (each, a "Notifiable Interest"):

As a the date of this document				Immediately following the Subscription
Shareholder	No. of Ordinary Shares	Percentage of Existing Ordinary Shares	No. of Ordinary Shares	Percentage of Enlarged Issued Share Capital
Panetta Partners Limited	251,087,103	47.91%	285,869,711	51.15%
Rosy Mining Limited	35,889,079	6.86%	35,889,079	6.44%
James Mellon	31,912,948	6.10%	31,912,948	5.72%

Save as set out above, the Company is not aware of any other Notifiable Interests.

4. Market quotations

The following table shows the Closing Prices of Existing Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange for the first dealing day in each of the six months immediately before the date of this document and the Latest Practicable Date.

Date	Price per Ordinary Share (pence)
28 September 2018	1.80
31 October 2018	1.89
30 November 2018	1.625
28 December 2018	1.50
31 January 2019	1.325
28 February 2019	1.175
29 March 2019	1.15
25 April 2019 (the Latest Practicable Date)	1.3 (the closing mid-market price)

5. Directors' Service Agreements and Other Arrangements with the Company

5.1 Each of the Directors and Senior Management has entered into an agreement with the Company providing for them to act as a Director or Senior Management as the case may be. Their annual fees, excluding all reasonable expenses incurred in the course of their duties which will be reimbursed by the Company, and other principal terms of such agreements are summarised in the table below:

Name	Position	Effective date of contract	Current annual remuneration (including other benefits)	Compensation on early termination	Notice period
Willy Simon	Executive Chairman	9 January 2018	Salary: £30,000 p.a. Grant of options over Ordinary Shares: 2,000,000	Silent	30 days' notice for unremedied breach of material term; termination at cause if Mr. Simon ceases to be a director
Dr. Kunwar Shailubhai	Non Executive Director	9 January 2018	Salary: £30,000 p.a Grant of options over Ordinary Shares: 16,500,000	Silent	3 months' notice 30 days' notice for unremedied breach of material term; termination at cause if Dr. Shailubhai ceases to be a director
Leopoldo Zambeletti	Non Executive Director	9 January 2018	Salary: £30,000 p.a	Silent	3 months' notice

			Grant of options over Ordinary Shares: 3,500,000		30 days' notice for unremedied breach of material term; termination at cause if Mr. Zambeletti ceases to be a director
Tiziano Lazzaretti	Chief Financial Officer	9 January 2018	Salary: £24,000 p.a Grant of options over Ordinary Shares: 1,000,000	Silent	3 months' notice 30 days' notice for unremedied breach of material term

5.2 There are no other service contracts between the Directors, Senior Management and the Company, and no service contracts have been entered into nor have existing service contracts been replaced or amended during the period of six months prior to the date of this document.

6. Material Contracts

6.1 The following are the only material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the Company during the period commencing on 26 April 2017 (being the date 2 years prior to the date of this document) and ending on the Latest Practicable Date:
(a) the Subscription Agreement;
(b) the Relationship Agreement. The purpose of the Relationship Agreement is to ensure that the Company operates independently of Panetta. The Relationship Agreement provides that all transactions and dealings between the Company and Panetta will take place on arm's length commercial terms and shall be subject to the approval of the Independent Directors. Panetta agrees that the Board shall comprise at least two Independent Directors at all times and Panetta will not exercise its voting rights to remove or replace any independent Director. Panetta also undertakes that it will not take any action which would have the effect of preventing the Company from complying with its obligations under the Listing Rules or the DTRs nor propose any Shareholder resolution that might be intended to circumvent the proper application of the Listing Rules;
(c) the Chemerin Acquisition Agreement providing for the assignment by Panetta to the Company of a licence from On Target Therapeutics and a sub-licence from Tufts of the right to exploit all of the intellectual property relating to rights claimed on patent WO2017014605, being claims in composition of matter and methodology for treating, inter alia, ocular inflammation, DED and ocular neuropathic pain with Chemerin or a fragment of analog thereof and a lipid entity linked to the Chemerin or fragment or analog thereof. The terms of the assigned licence and sub-licence give the Company full control over the preparation, filing and prosecution of all patent applications and full control over the research, development and commercialisation of the licensed intellectual property;
(d) a licence agreement with Tufts relating to intellectual property and proprietary technology for the use of lipidated BAM peptides in the treatment of neuropathic pain. The licence comprises an exclusive licence to all patents (pending and issued), inventions (including future patent filings on lipidated BAM molecules, know-how and proprietary information controlled by Tufts;
(e) a Working Capital Loan Agreement with West African Minerals Limited (formerly Ferrum Resources Limited) on 9 March 2018. This agreement provided that the

Company would advance a new working capital facility of up to US\$400,000 to West African Minerals Limited (formerly a wholly-owned subsidiary of the Company) to cover its interim working capital needs. The agreement also provided that US\$3,600,000, being the written down balance of all historic loans made by the Company in West African Minerals Limited, together with the new working capital facility, would become immediately repayable on written demand should West African Minerals Limited become subject to a charge of control transaction, dispose of any significant asset or raise new capital in a sum of not less than US\$6,000,000;

(f) a deed of release with West African Minerals Limited (formerly Ferrum Resources Limited and formerly a wholly-owned subsidiary of the Company on 9 March 2018. The terms of the deed of release provided that all existing inter-company loans between the two entities be written off, save for the sum of US\$3,600,000 owing from West African Minerals Limited to the Company, the repayment terms of which are to be governed by the Working Capital Loan Agreement;
(g) a deed of guarantee dated 9 March 2018 entered into between the Company, CMC and CMDC. Pursuant to the terms of the Deed of Guarantee. CMC and CMDC guaranteed all the obligations of West African Minerals Limited to the Company under the Working Capital Loan Agreement;
(h) an engagement letter with Stockdale on 21 May 2018 pursuant to which the Stockdale agreed to act as broker to the Company;
(i) a collaboration agreement entered into by the Company with On Target Therapeutics on 30 May 2018. The collaboration agreement provides that On Target Therapeutics will make available the services of the Scientific Consultants to develop the initial phases of the Chemerin Project in line with the development plan. The Collaboration Agreement provides for the initial research to be carried out under the supervision of the Scientific Consultants and provides for an initial six month budget of US\$400,000 (£300,000) to complete phases I and II of the research development plan; and
(j) the Company entered into the Scientific Warrant Instrument under which the Scientific Warrants were constituted.
6.2 Other than as disclosed in paragraph 6.1 above, no contracts have been entered into by the Company or any of its subsidiaries, other than in the ordinary course of business, within two years prior to the publication of this document which are or may be material.

7. SIGNIFICANT CHANGE

Save as disclosed in this document and/or announced by the Company through a Regulatory Information Service, there has been no significant change in the financial or trading position of the Company since 30 September 2018 (being the date to which the Company's most recent preliminary statement of annual results have been prepared).

8. CONSENTS

Stockdale has given, and has not withdrawn, its written consent to the issue of this document with the inclusion of its name and references to it in the form and in the context in which it appears.

9. ESTIMATED COSTS AND EXPENSES

The estimated costs and expenses relating to the Subscription payable by the Company are estimated to amount to in aggregate approximately £25,000 (excluding VAT).

10. RATINGS AND OUTLOOKS FOR THE COMPANY

The Company has not been given any ratings outlooks by ratings agencies.

11. DOCUMENTS ON DISPLAY

Copies of the following documents will be available for inspection on the Company's website at www.okyopharma.com and during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office address of the Company at Martello Court, Admiral Park, St Peter Port, Guernsey GY1 3HB up to and including 20 May 2019 and at the General Meeting to be held on that day:

(a) the existing memorandum and articles of association of the Company;
(b) the material contracts referred to in paragraph 6 of this Part VI and paragraph 7 (inclusive) of Part III;
(c) the written consent described in paragraph 8 of this Part VI;
(d) the unaudited interim accounts of the Company for the period of 6 months ended 30 September 2018;
(e) the audited report and financial statement of the Company for the financial period ended 31 March 2018 and 31 March 2017; and
(f) this document.

PART VII DEFINITIONS

The following definitions apply throughout this document, including the accompanying Form of Proxy, unless the context requires otherwise:

"Admission"	admission of the Subscription Shares to trading on the Main Market
"AIM"	AIM, a market operated by the London Stock Exchange
"Board" or "Directors"	directors of the Company whose names are set out on page 7 of this document
"Business Day"	a day not being a Saturday, Sunday or public holiday in England on which clearing banks are open for business in the City of London
"Closing Price"	closing mid-market quotation of the Existing Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange
"Concert Party Options"	the 17,500,000 share options to acquire the Ordinary Shares held by Dr. Kunwar Shailubhai and Tiziano Lazzaretti who are members of the Panetta Concert Party
"Companies Act"	Companies Act 2006
"Company"	OKYO Pharma Limited, a company registered and incorporated in Guernsey
"CREST"	paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise then by certificates and transferred otherwise then by written instruments

"Disclosure Guidance and Transparency Rules" or "DTRs"	disclosure guidance and transparency rules made by the FCA under FSMA
"EU"	European Union
"Euroclear"	Euroclear UK & Ireland Limited
"Enlarged Issued Share Capital"	Existing Ordinary Shares in issue as at the Latest Practicable Date, plus the Subscription Shares
"Existing Issued Share Capital"	Existing Ordinary Shares in issue as at the Latest Practicable Date
"Existing Ordinary Shares"	524,108,283 Ordinary Shares in issue as at the Latest Practicable Date
"FCA"	UK Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA
"Form of Proxy"	form of proxy for use by Shareholders in connection with the General Meeting and accompanying this document

"General Meeting"	general meeting of the Company to be held at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS at 10:00 a.m. on 20 May 2019, or any adjournment thereof
"Group"	Company and its subsidiaries and subsidiary undertakings from time to time
"Independent Directors"	the Directors, excluding Dr. Kunwar Shailubhai who is unable to vote on the Whitewash Resolution by virtue of being a member of the Panetta Concert Party
"Independent Shareholders"	existing Shareholders other than the members of the Concert Party
"Latest Practicable Date"	25 April 2019, the latest practicable date prior to the date of this document
"Listing Rules"	listing rules made by the FCA under FSMA
"London Stock Exchange"	London Stock Exchange plc
"Main Market"	main market for listed securities of the London Stock Exchange
"New Subscription Warrants"	means the 36,363,636 warrants to be issued to Panetta in connection with the Subscription, the terms of which are summarised in Part II of this document.
"Notice of General Meeting"	notice of the General Meeting set out at the end of this document
"Official List"	Official List of the FCA
"Ordinary Shares"	ordinary shares of no par value each in the capital of the Company
"Panetta"	Panetta Partners Limited
"Panetta Concert Party"	Concert party for the purposes of the Takeover Code, Panetta, Gabriele Cerrone, Dr. Kunwar Shailubhai and Tiziano Lazzaretti, further details of which/who are set out in paragraphs 2, 3 and 4 of Part IV of this document
"Premium Listing"	premium listing under Chapter 6 of the Listing Rules
"Public Record"	information which is in the public domain and which includes, without limitation, all information accessed on www.londonstockexchange.com and all information available on Company's website on www.okyopharma.com
"Registrar"	Computershare Investor Services PLC, registrars to the Company
"Relationship Agreement"	relationship agreement between the Company and Panetta dated 6 July 2018; as summarised in Part I of this document
"Rule 9"	Rule 9 of the Takeover Code
"Shareholders"	holders of Existing Ordinary Shares

"Standard Listing"	listing on the standard segment of the Official List of the FCA under Chapter 14 of the Listing Rules
"Stockdale"	Stockdale Securities Limited, the Company's broker
"Subscription"	conditional subscription by Panetta of the Subscription Shares pursuant to the terms of the Subscription Agreement
"Subscription Agreement"	letter agreement dated 26 April 2019 entered into between the Subscriber and the Company in respect of the Subscription
"Subscription Price"	1.1 pence per share being the price at which the Subscription Shares are to be issued and allotted pursuant to the Subscription, being one pence per Subscription Share
"Subscription Shares"	36,363,636 new Ordinary Shares to be issued by the Company to Panetta pursuant to the Subscription
"Takeover Code"	City Code on Takeovers and Mergers
"Takeover Panel"	Panel on Takeovers and Mergers
"United States" or "US"	United States of America
"United Kingdom" or "UK"	United Kingdom of Great Britain and Northern Ireland
"Waiver"	waiver granted by the Takeover Panel (subject to the passing of the Whitewash Resolution) in respect of any obligation of the Panetta Concert Party (or any of its members) to make a mandatory general offer pursuant to Rule 9 as a result of (i) the issue and allotment of the Subscription Shares; (ii) the exercise of the Concert Party Options; or (iii) the exercise of the New Subscription Warrants, as more particularly described in Part I of this document
"Whitewash Resolution"	ordinary resolution of the Independent Shareholders concerning the Waiver to be proposed and held on a poll at the General Meeting and the waiver of it by the Takeover Panel and set out in the Notice of General Meeting

"£", "pounds sterling", "penny" or "pence"	UK pounds sterling, the lawful currency of the United Kingdom

References to a ''company'' in this document shall be construed so as to include any company, corporation and/or other body corporate, wherever and however incorporated or established. All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

NOTICE OF GENERAL MEETING

OKYO PHARMA LIMITED

(Incorporated and registered in Guernsey with registered number 65220)

Notice is hereby given that a General Meeting (the "General Meeting") of OKYO Pharma Limited (the "Company") will be held at the offices of Cooley (UK) LLP at Dashwood, 69 Old Broad Street, London EC2M 1QS at 10:00 a.m. on 20 May 2019 for the purpose of considering and, if thought fit, passing the resolution below which will be proposed as an ordinary resolution (the "Whitewash Resolution"). Unless the context otherwise requires, words and expressions used in this Notice of General Meeting have the meanings given to them in the document issued by the Company to Shareholders dated 26 April 2019, of which this Notice of General Meeting forms part (the "document").

ORDINARY RESOLUTION

Whitewash Resolution

THAT the Waiver granted by the Takeover Panel, of any requirement under Rule 9 on the members of the Concert Party to make a mandatory general offer to the shareholders of the Company as a result of the participation of any member of the Panetta Concert Party in the Subscription, the exercise of the Concert Party Options or the exercise of the New Subscription Warrants be and is hereby approved.

This Whitewash Resolution is subject to the approval of the Independent Shareholders (being the Shareholders who are not part of the Panetta Concert Party and as defined in the accompanying document) on a poll and each Independent Shareholder will be entitled to one vote for each Ordinary Share held.

By Order of the Board

Cooley Services Limited

Company Secretary

Registered office: Martello Court Admiral Park St Peter Port Guernsey GY1 3HB

Dated: 26 April 2019

NOTES

1. Holders of Ordinary Shares are entitled to attend and vote at the General Meeting of the Company. The total number of issued Ordinary Shares in the Company on the Latest Practicable Date, is 524,108,283. On a vote by show of hands every member who is present in person or by proxy shall have one vote. On a poll vote every member who is present in person or by proxy shall have one vote for every Ordinary Share they hold.
1. A member of the Company entitled to attend, speak and vote at this General Meeting is entitled to appoint one or more proxies to attend, speak and vote in that member's place. A member may appoint more than one proxy in relation to this General Meeting provided that each proxy is appointed to exercise rights attached to a different share or shares held by that member. A proxy need not also be a member. Completion and return of a Form of Proxy (or any CREST Proxy Instruction, as described in notes 6 to 8) will not preclude a member from attending and voting at the General Meeting should the member so decide. A Form of Proxy has been sent to all registered holders of shares. If you wish to appoint multiple proxies please photocopy the Form of Proxy, fill in each copy in respect of different shares and send the multiple forms together to the Registrar, Computershare Investor Services PLC in accordance with note 3 below. Alternatively you may appoint multiple proxies by CREST Proxy Instruction in accordance with note 6 below.
1. To be valid, the Form of Proxy and any power of attorney or other authority (if any) under which it is signed (or a copy certified notarially, or in some other manner approved by the Board) must be completed and returned so as to reach the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 10:00 a.m. on 16 May 2019 (or, if the General Meeting is adjourned, not less than 48 hours before the time fixed for the holding of the adjourned General Meeting). If you miss this deadline and wish to submit a new vote or amend an existing vote, you can only do so by attending the General Meeting in person and voting.
1. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009 (as amended), to be entitled to attend and vote at the General Meeting (and for the purpose of determining the number of votes a member may cast), members must be entered on the register of members of the Company at 10:00 a.m. on 16 May 2019.
1. In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy, but the vote of the senior (by order in the register of members) who tenders a vote will be accepted to the exclusion of the others.
1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent (ID 3RA50) by the latest time for proxy appointments set out in note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by

CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST).
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009 (as amended).
1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
1. If you hold ordinary shares through a broker or nominee and wish to attend the General Meeting, you will need to ask your broker or nominee to appoint you as either a proxy or as a corporate representative. If they appoint you as a proxy, the appointment must be notified to the Registrar by the appropriate deadline (see note 3 above). If they appoint you as a corporate representative, they will need to write a letter to us setting out the details of the appointment and of your shareholding, and you will need to bring the letter with you to the General Meeting along with photographic proof of identity. If you do not have such a letter, or the Registrar has not been notified of your appointment as a proxy, you will be denied entry to the General Meeting. Please note that proxies and corporate representatives may not bring guests to the General Meeting.
1. Except as provided above, members who have general queries about the General Meeting should use the following means of communication (no other methods of communication will be accepted): writing to the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephoning the Shareholder helpline on +44 (0)370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. - 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
1. It is expected that the total of the votes cast by Shareholders 'for' or 'against' or 'withheld' on the Whitewash Resolution will be published on www.okyopharma.com by midday on 20 May 2019.

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OKYO Pharma Ltd — Capital/Financing Update 2019

34361_rns_2019-05-01_f85d551a-b2a5-479c-9275-f70adddff9d8.pdf

OKYO PHARMA LIMITED

Subscription of 36,363,636 new Ordinary Shares at 1.1 pence each

CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

SUBSCRIPTION STATISTICS

IMPORTANT INFORMATION

Forward-looking statements

Financial data

DIRECTORS, COMPANY SECRETARY AND ADVISERS

PART I - LETTER FROM THE EXECUTIVE CHAIRMAN

OKYO PHARMA LIMITED

Subscription of 36,363,636 new Ordinary Shares at a price of 1.1 pence per share to raise gross proceeds of £400,000 Proposed Approval of Waiver obligations under Rule 9 of the Takeover Code and Notice of General Meeting

Introduction

Background to and reasons for the Waiver and the Subscription

Takeover Code

Waiver and Whitewash Resolution

Independent Advice

Intentions of the Panetta Concert Party regarding the Company's business

Relationship Agreement

General Meeting

Actions to be taken

Recommendation

PART II – TERMS OF THE WARRANTS

1.1 Definitions

2. Subscription Rights

2.1 Initial subscription rights

2.2 Method of exercise

2.3 Allotment of Ordinary Shares

2.4 Ranking of Ordinary Shares

2.5 Admission

3. Adjustment of Subscription Price

3.1 Capital reorganisations

4. Other provisions

4.5 Liquidation

4.6 No return of capital

4.7 Share buybacks

5. Variation of rights

6. Transfer of Warrants

7. General

7.1 Accounts etc.

7.2 Shareholders' meetings

8. Notices

9. Governing law

PART III – RISK FACTORS

Risks relating to Whitewash Resolution not being passed

The Subscription is conditional, inter alia, on the passing of the Whitewash Resolution

The Panetta Concert Party may increase its shareholding in the Company without obtaining a waiver from the Takeover Panel

Investment risk

PART IV – ADDITIONAL INFORMATION ON THE PANETTA CONCERT PARTY

1. Responsibility statement

2. Information on Panetta

3. Information on Gabriele Cerrone

4. Background of Dr. Kunwar Shailubhai and Tiziano Lazzaretti

5. Disclosure of interests and dealings in shares

Concert Parties' interest in the Company

Market dealings in relevant securities by the Concert Party

Other arrangements, agreements or understandings

6. Long-term justification for the Waiver, the Subscription and source of funding

7. Material contracts

PART V – FINANCIAL INFORMATION ON THE COMPANY

PART VI – ADDITIONAL INFORMATION ON THE COMPANY

1. Responsibility statement

2. Interests of Directors and Senior Management

3. Major Shareholders

4. Market quotations

5. Directors' Service Agreements and Other Arrangements with the Company

6. Material Contracts

7. SIGNIFICANT CHANGE

8. CONSENTS

9. ESTIMATED COSTS AND EXPENSES

10. RATINGS AND OUTLOOKS FOR THE COMPANY

11. DOCUMENTS ON DISPLAY

PART VII DEFINITIONS

NOTICE OF GENERAL MEETING

OKYO PHARMA LIMITED

OKYO Pharma Ltd Capital/Financing Update 2019