Securities Law & Instruments

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

April 15, 2020

PORTAGE BIOTECH INC.

REVOCATION ORDER Under the securities legislation of Ontario (the Legislation)

Background

1. Portage Biotech Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission, its principal regulator (the Principal Regulator) on August 2, 2019.

2. The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.

Interpretation

3. Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

4. This decision is based on the following facts represented by the Issuer:

(a) The Issuer was originally incorporated under the laws of Ontario on April 9, 1973 and then continued under the laws of the British Virgin Islands on July 5, 2013.

(b) The registered office of the Issuer is located at FH Chambers, P.O. Box 4649, Road Town, Tortola, British Virgin Islands. The Issuer maintains a corporate services office in Canada at 6 Adelaide Street, Suite 300, Toronto, Ontario M5C 1H6 through its Canadian subsidiary, Portage Services Ltd., which acts as its Canadian agent.

(c) The Issuer is a reporting issuer in Ontario and British Columbia (the Reporting Jurisdictions). The Issuer is also a "foreign private issuer" as defined under the rules of the United States Securities Exchange Commission and files continuous disclosure documents in the United States pursuant to its category of registration. It is not a reporting issuer in any other jurisdiction in Canada.

(d) The authorized capital of the Issuer consists of an unlimited number of common shares (the Common Shares) of which 1,098,770,597 are issued and outstanding.

(e) The Common Shares are listed on the Canadian Securities Exchange under the symbol PBT.U. The Common Shares also trade on the OTC Market in the United States under the symbol PTGEF. The Common Shares are not currently listed, quoted, or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.

(f) The FFCTO was issued due to the failure of the Issuer to file the following, within the required timeframe:

(i) annual audited financial statements for the year ended March 30, 2019, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);

(ii) annual management's discussion and analysis (MD&A) related to the financial statements for the year ended March 30, 2019, as required under NI 51-102; and

(iii) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109).

(g) Since the issuance of the FFCTO, the Issuer also failed to file the following, within the required timeframe:

(i) interim financial report and interim MD&A for the interim period ended June 30, 2019, as required under NI 51-102;

(ii) interim financial report and interim MD&A for the interim period ended September 30, 2019, as required under NI 51-102;

(iii) certification of the foregoing filings as required by NI 52-109; and

(iv) a business acquisition report relating to its acquisition of SalvaRx Limited.

(h) The Issuer has now filed all outstanding continuous disclosure documents referred to in paragraphs (f) and (g) above on SEDAR. The Issuer is up-to-date with all of its continuous disclosure obligations.

(i) The Issuer is not in default of any requirements under the applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions.

(j) The Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid and has filed all forms associated with these payments.

(k) The Issuer has given the Principal Regulator a written undertaking to hold an annual meeting within three (3) months of the date on which the FFCTO is revoked.

(l) The Issuer's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are up-to-date.

(m) Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report and filed on SEDAR.

(n) Upon the revocation of the FFCTO, the Issuer will issue a news release announcing the revocation of the FFCTO, describing the undertaking referenced in 4(k) and disclosing that a business acquisition report was filed in accordance with NI 51-102.

Order

5. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

6. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.

"Jo-Anne Matear"
Manager, Corporate Finance
Ontario Securities Commission