TORONTO, Jan. 8, 2019 /PRNewswire/ - (PBT.U: CSE, PTGEF:
OTC Markets) – Portage Biotech Inc. ("Portage" or the "Company") is very pleased to announce that, at an annual general special
meeting held today, shareholders overwhelmingly approved the acquisition of SalvaRx Limited (the "Transaction") along with other
matters including the election of directors. Details of the Transaction are contained in the Company's information circular dated
November 26th, 2018 and its news release dated December 19,
2018 providing supplemental information regarding the Independent Director Review of the Transaction, copies of which may
be found on www.sedar.com and the Company's website:
https://www.portagebiotech.com/.
The Transaction also received minority shareholder approval in accordance with Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions.
Other matters approved at the meeting include: (a) the re-election of Declan Doogan,
Kam Shah, Gregory Bailey, James
Mellon, Steven Mintz and Ian Walters as directors; (b) the
appointment of auditors; (c) the 2018 Consultant Stock Compensation Plan; (d) the 2018 Stock Option Plan; and (e) advance
approval for a stock consolidation to be effected at such time as the directors in their discretion deem appropriate.
In accordance with the terms of the Share Purchase Agreement dated August 13, 2018, Portage will
be issuing an aggregate of 805,070,066 common shares (the "Consideration Shares") on January 9,
2018 as follows:
Seller
|
Number of Consideration Shares
|
SalvaRx Group plc
|
757,943,784
|
James Mellon
|
23,563,141
|
Gregory Bailey
|
23,563,141
|
Upon receipt of its Consideration Shares, SalvaRx Group plc ("Group") (AIM: SALV) intends to distribute the bulk of them to
its shareholders as part of a corporate re-organization. Further information may be found at Group's website: https://www.salvarx.io/.
To obtain final CSE approval, the Company will be preparing and filing a Form 2A with CSE which will provide prospectus level
disclosure on the Company after giving effect to the Transaction.
Greg Bailey MD, Chairman of Portage, said:
"As we have seen with the recent acquisition of Celgene for $74 billion based
predominantly on its oncology pipeline this remains a very exciting area. We feel that the Portage/SalvaRx transaction positions
both companies for the next phase of development. Both companies will continue their business models of building tangible
businesses. I want to thank our shareholders for their patience as we waited for routine approvals."
Neither CSE nor its Market Regulator (as the term is defined in the policies of CSE) accepts responsibility for the
adequacy or accuracy of this release.
This news release may contain forward looking statements concerning future operations of Portage Biotech Inc. (the
"Company"). All forward looking statements concerning the Company's future plans and operations, including management's
assessment of the Company's expectations or beliefs may be subject to certain assumptions, risks and uncertainties beyond the
Company's control. Investors are cautioned that any such statements are not guarantees of future performance and that actual
performance and financial results may differ materially from any estimates and projections.
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SOURCE Portage Biotech Inc.