TORONTO, July 31, 2019 /PRNewswire/ - Portage Biotech Inc. (PBT.U, OTC Markets: PTGEF) ("Portage" or the "Company") announced today that, further to its news release of July 26, 2019, it will be delayed in filing its audited annual financial statements for the year ended March 31, 2019, the related management's discussion and analysis and certificates of its CEO and CFO (collectively, the "Required Filings") with Canadian securities regulators until after today's filing deadline. The additional time is required to permit the Company and its auditors, Marcum LLP, to complete work and enquiries in connection with the audit of the Company's 2019 financial statements. The Company and its advisors are working diligently to complete such work and enquiries and the Company intends to make the Required Filings as soon as possible.
In connection with this delay, the Company expects that the Ontario Securities Commission ("OSC") will be issuing a failure-to-file cease trade order ("FFCTO") against the Company, rather than the management cease trade order ("MCTO") originally sought by the Company as announced on July 26, 2019. Despite the exercise of what the Company believes to be reasonable diligence in the circumstances, the Company has been advised by the OSC that its application for an MCTO was ultimately not successful because it was made less than two weeks before the deadline for making the Required Filings and that the OSC was of the view that the Company's circumstances did not constitute a "rare situation" for the exercise of the OSC's discretion in this regard. When issued, the Company expects the FFCTO to affect trading in all securities of the Company in Canada and to remain in effect until such time as the Company has made the Required Filings. Once the Required Filings are made within 90 days of the date of the FFCTO, such filings will constitute the Company's application to have the FFCTO revoked. The Company will issue a further news release when the Required Filings have been made.
Forward-Looking Statements
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company including, without limitation, the date by which the Company intends to make the Required Filings, the Company's understanding regarding the issuance of the FFCTO, the timeline for such issuance and the FFCTO's anticipated duration and effect on the ability of securityholders to trade in the Company's securities and the Company's intention with respect to further updates. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including (without limitation) that the Company may be unable to make the Required Filings on the timelines anticipated or within 90 days of the issuance of the FFCTO, that the FFCTO will be revoked following the Company's application at the relevant time in the manner and on the timelines anticipated by the Company or at all, that the work and enquiries in connection with the audit of the Company's 2019 financial statements will be completed in the manner, on the timelines or at all and the results of that work and enquiry will not result in any further delays to the Company making the Required Filings, that the FFCTO may have a negative and material impact on the market price or value of the business and securities of the Company now or in the future, that the FFCTO may have a negative impact on the Company's listing on the CSE or other markets upon which the securities of the Company are traded and may affect the Company's ability to remain or become listed on any exchange in the future, and the impact on the ability of securityholders to trade in the Company's securities. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
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In connection with this delay, the Company expects that the Ontario Securities Commission ("OSC") will be issuing a failure-to-file cease trade order ("FFCTO") against the Company, rather than the management cease trade order ("MCTO") originally sought by the Company as announced on July 26, 2019. Despite the exercise of what the Company believes to be reasonable diligence in the circumstances, the Company has been advised by the OSC that its application for an MCTO was ultimately not successful because it was made less than two weeks before the deadline for making the Required Filings and that the OSC was of the view that the Company's circumstances did not constitute a "rare situation" for the exercise of the OSC's discretion in this regard. When issued, the Company expects the FFCTO to affect trading in all securities of the Company in Canada and to remain in effect until such time as the Company has made the Required Filings. Once the Required Filings are made within 90 days of the date of the FFCTO, such filings will constitute the Company's application to have the FFCTO revoked. The Company will issue a further news release when the Required Filings have been made.
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Forward-Looking Statements
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company including, without limitation, the date by which the Company intends to make the Required Filings, the Company's understanding regarding the issuance of the FFCTO, the timeline for such issuance and the FFCTO's anticipated duration and effect on the ability of securityholders to trade in the Company's securities and the Company's intention with respect to further updates. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including (without limitation) that the Company may be unable to make the Required Filings on the timelines anticipated or within 90 days of the issuance of the FFCTO, that the FFCTO will be revoked following the Company's application at the relevant time in the manner and on the timelines anticipated by the Company or at all, that the work and enquiries in connection with the audit of the Company's 2019 financial statements will be completed in the manner, on the timelines or at all and the results of that work and enquiry will not result in any further delays to the Company making the Required Filings, that the FFCTO may have a negative and material impact on the market price or value of the business and securities of the Company now or in the future, that the FFCTO may have a negative impact on the Company's listing on the CSE or other markets upon which the securities of the Company are traded and may affect the Company's ability to remain or become listed on any exchange in the future, and the impact on the ability of securityholders to trade in the Company's securities. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
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SOURCE Portage Biotech Inc.
