Portage Announces Filing of Application for Management Cease Trade Order
TORONTO, July 26, 2019 /PRNewswire/ - Portage Biotech Inc., ("Portage" or the "Company") (CSE: PBT.U, OTC Markets: PTGEF) today announced that it will likely miss its filing deadline of July 29, 2019 to file its annual financial statements for the fiscal year ended March 31, 2019 and related management discussion and analysis (the "Annual Financial Statements") as required by applicable Canadian securities laws. In anticipation of this development, Portage has filed an application for a management cease trade order (an "MCTO") under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203").
Reasons for MCTO Application
On January 9, 2019, the Company completed the acquisition of SalvaRx Limited ("SalvaRx Acquisition") from SalvaRx Group plc, a related party transaction under Multilateral Instrument 61-101 (see the Company's news release dated January 9, 2019 and CSE Form 2A filing on www.sedar.com). Pro forma financial information provided in certain disclosure documents (including an information circular dated November 26, 2018 and a CSE Form 2A dated February 14, 2019) disclosed the transaction on a book value basis as the SalvaRx Acquisition was initially viewed by Portage as a common control combination under IFRS 3.
Following consultation with its new auditors, Marcum LLP, Portage has now elected to treat the SalvaRx Acquisition on a fair market value basis. As this is the first year that Portage is required to include financial information of SalvaRx in its Annual Financial Statements, Portage has encountered delays in consolidating the SalvaRx Acquisition under this new accounting treatment. Because of these delays, the Company will likely file its Annual Financial Statements after the filing deadline of July 29, 2019.
To avoid prejudice to the public shareholders of the Company under a general cease trade order, the Company has applied to the Ontario Securities Commission for a Management Cease Trade Order ("MCTO").
The Company currently expects to file the 2019 Annual Financial Statements on or before August 13, 2019 and will issue a news release announcing completion of such filings at that time. Until then, the Company intends to comply with the provisions of the alternative information guidelines as set out in for as long as it remains in default, including the issuance of bi-weekly default status reports, each of which will be issued in the form of a news release.
During the MCTO, the general investing public will continue to be able to trade in the Company's listed common shares, however, the Company's Chief Executive Officer, Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities, will not be able to trade the Company's shares.
Portage is not currently subject to any insolvency proceedings. If Portage provides any information to any of its creditors during the period in which it is in default of filing the Annual Financial Statements, the Company confirms that it will also file material change reports on SEDAR containing such information.
As Portage reports to the United States Securities and Exchange Commission (the "SEC") as a foreign private issuer under Form 20-F, similar relief for a 15 day extension from filing requirements is also being sought from the SEC under its late filer rules.
This news release includes forward-looking statements within the meaning of the U.S. federal and Canadian securities laws. These forward-looking statements involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this press release, are forward-looking statements. The use of certain words, including the "believe", "could", "expect" and "will" and similar expressions are intended to identify forward-looking statements. The Company may not actually achieve the plans and objectives disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements, including uncertainties relating to the future clinical success. Additional important factors to be considered in connection with forward-looking statements are described in the "Risk Factors" section of the Company's quarterly financial and Management Discussion and Analysis and annual Report in Form 20-F filed on SEDAR and EDGAR. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE Portage Biotech Inc.
Company Codes: OtherOTC:PTGEF, CNSX:PBT.U