Company Overview - Portage Biotech is a clinical-stage immuno-oncology company advancing a pipeline of novel biologics to enhance the immune system's ability to fight cancer [4] - Cyncado Therapeutics is a wholly-owned subsidiary of Portage Biotech, focused on developing best-in-class small molecule adenosine receptor antagonists targeting A2a and A2b receptors for oncology indications [5] Strategic Development - Portage Biotech re-launched its wholly-owned subsidiary as an independently managed company named Cyncado Therapeutics, with Peter Molloy appointed as CEO [1] - The re-launch aims to unlock the full potential of Portage's adenosine program and maximize value for shareholders [3] Therapeutic Focus - Cyncado Therapeutics is advancing A2a and A2b receptor antagonists, which are designed for dual administration to maximize synergy and achieve a comprehensive blockade of immune evasion pathways [2][5] - These therapeutics aim to enhance the immune system's ability to mount a robust anti-tumor response, potentially transforming immuno-oncology [2] Leadership and Vision - Peter Molloy, CEO of Cyncado Therapeutics, expressed confidence in the potential of adenosine pathway therapeutics and committed to advancing clinical programs toward proof of concept [3] - Alex Pickett, CEO of Portage Biotech, emphasized the strategic importance of the re-launch and Peter Molloy's expertise in accelerating clinical progress [3] Clinical and Financial Goals - Cyncado Therapeutics is focused on securing external financing and advancing clinical development to achieve proof-of-concept data for its therapeutics [2][3] - The company aims to establish its therapeutics as transformative treatments in oncology [3]

Core Viewpoint - Portage Biotech Inc. is exploring multiple strategic alternatives to enhance shareholder value, including potential partnerships, mergers, or restructuring, while facing financial challenges and pausing certain clinical trials [2][10]. Financial Performance - The company reported a net loss of approximately $1.4 million for the fiscal quarter ended September 30, 2024, a significant decrease from a net loss of approximately $5.2 million in the same quarter of the previous year, reflecting a $3.8 million improvement [3][13]. - Total operating expenses for the quarter were $1.6 million, down from $5.9 million in the prior year, marking a decrease of $4.3 million [4][13]. - Research and development (R&D) costs fell by approximately $3.5 million, or 83%, from $4.2 million in the previous year to $0.7 million, primarily due to the winding down of clinical trial costs [5][13]. - General and administrative (G&A) expenses decreased by approximately $0.8 million, or 48%, from $1.7 million to $0.9 million, attributed to reduced professional fees and payroll-related expenses [6][13]. Assets and Liabilities - As of September 30, 2024, the company had cash and cash equivalents of approximately $1.8 million and total current liabilities of approximately $0.9 million [9][14]. - Total assets decreased from $7.8 million as of March 31, 2024, to $2.7 million, indicating a significant reduction in the company's financial position [14]. Strategic Actions - The company has decided to discontinue its sponsored trial for the invariant natural killer T-cell (iNKT) program and pause further patient accrual for the adenosine trial program (ADPORT-601) [10]. - Portage is actively seeking strategic alternatives, which may include partnerships, company sale, or restructuring efforts to navigate its current financial situation [2][10].

[Condensed Consolidated Interim Financial Statements](index=1&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Statements) [Condensed Consolidated Interim Statements of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Financial%20Position) As of December 31, 2023, Portage Biotech's total assets and equity significantly declined, primarily due to reduced cash and a substantial impairment of In-process R&D assets Condensed Consolidated Interim Statements of Financial Position (in thousands USD) | | December 31, 2023 (Unaudited) | March 31, 2023 (Audited) | | :--- | :--- | :--- | | **Total current assets** | $7,516 | $13,676 | | **Total non-current assets** | $41,519 | $85,453 | | **Total assets** | **$49,035** | **$99,129** | | **Total current liabilities** | $2,708 | $1,865 | | **Total non-current liabilities** | $14,997 | $21,869 | | **Total liabilities** | **$17,705** | **$23,734** | | **Total equity** | **$31,330** | **$75,395** | | **Total liabilities and equity** | **$49,035** | **$99,129** | - Cash and cash equivalents decreased from **$10.5 million** to **$5.3 million** between March 31, 2023, and December 31, 2023[5](index=5&type=chunk) - In-process research and development (IPR&D) assets decreased significantly from **$81.7 million** to **$34.8 million**, primarily due to an impairment loss[5](index=5&type=chunk) - A new warrant liability of **$7.4 million** was recorded as of December 31, 2023, which was not present at March 31, 2023[5](index=5&type=chunk) [Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20Income%20(Loss)) For the nine months ended December 31, 2023, the company reported a significantly increased net loss of **$50.5 million**, primarily due to a substantial IPR&D impairment loss Statement of Operations Highlights (in thousands USD, except per share amounts) | | Nine Months Ended Dec 31, 2023 | Nine Months Ended Dec 31, 2022 | | :--- | :--- | :--- | | Research and development | $10,636 | $5,976 | | General and administrative expenses | $4,316 | $6,523 | | Loss from operations | ($14,952) | ($12,499) | | Impairment loss - iOx IPR&D | ($46,922) | $– | | Net loss | ($50,469) | ($10,211) | | Total comprehensive loss | ($47,025) | ($14,228) | | Loss per share (Basic and diluted) | ($2.68) | ($0.65) | - A significant impairment loss of **$46.9 million** related to iOx In-Process R&D was recognized in the third quarter of 2023[6](index=6&type=chunk) - The company recorded a loss of **$2.4 million** and offering costs of **$0.7 million** related to a Registered Direct Offering in the third quarter of 2023[6](index=6&type=chunk) [Condensed Consolidated Interim Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity significantly decreased from **$76.0 million** to **$32.0 million**, primarily driven by the **$50.5 million** net loss for the period Changes in Equity Attributable to Owners (in thousands USD) | | Amount | | :--- | :--- | | **Balance, April 1, 2023** | **$76,045** | | Share-based compensation expense | $2,248 | | Shares issued under ATM (net) | $662 | | Net unrealized gain on investments | $3,444 | | Net loss for period | ($50,450) | | **Balance, December 31, 2023** | **$31,999** | [Condensed Consolidated Interim Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$11.2 million** for the nine months ended December 31, 2023, leading to a **$5.2 million** decrease in cash and cash equivalents Cash Flow Summary (in thousands USD) | | Nine Months Ended Dec 31, 2023 | Nine Months Ended Dec 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($11,176) | ($7,392) | | Net cash used in investing activities | $– | ($617) | | Net cash provided by (used in) financing activities | $5,972 | ($2,239) | | **Decrease in cash and cash equivalents** | **($5,204)** | **($10,248)** | | Cash and cash equivalents at beginning of period | $10,545 | $23,352 | | **Cash and cash equivalents at end of period** | **$5,341** | **$13,104** | - The net loss of **$50.5 million** was adjusted for significant non-cash items, including a **$46.9 million** impairment loss and a **$10.6 million** decrease in deferred tax liability[8](index=8&type=chunk) [Notes to Condensed Consolidated Interim Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) These notes detail accounting policies, a going concern warning, strategic shifts, significant IPR&D impairment, new warrant liabilities, and subsequent events including asset sales [Note 1: Nature of Operations](index=9&type=section&id=NOTE%201.%20NATURE%20OF%20OPERATIONS) Portage Biotech, a clinical-stage immuno-oncology company, has strategically shifted focus to its adenosine platform, pausing the iNKT program to explore partnership options - The company is a clinical-stage immuno-oncology company focused on therapies targeting checkpoint resistance pathways[12](index=12&type=chunk) - Due to funding requirements, the company has shifted focus to its adenosine platform (ADPORT-601 trial) and paused the PORT-2 iNKT program[12](index=12&type=chunk) [Note 2: Going Concern](index=9&type=section&id=NOTE%202.%20GOING%20CONCERN) The company's ability to continue as a going concern is in significant doubt due to limited cash reserves and capital raising constraints from the 'Baby Shelf Rule' - As of December 31, 2023, the company had cash of **$5.3 million** and reported a net loss of **$50.5 million** for the nine-month period[15](index=15&type=chunk) - Current cash is anticipated to be sufficient only through the end of September 2024, raising significant doubt about the company's ability to continue as a going concern[17](index=17&type=chunk) - The ability to raise capital is constrained by the 'Baby Shelf Rule' (General Instruction I.B.5 to Form F-3) because the company's non-affiliate public float is below **$75 million**[17](index=17&type=chunk) [Note 9: Acquisition of Tarus](index=19&type=section&id=NOTE%209.%20ACQUISITION%20OF%20TARUS) The company acquired Tarus Therapeutics in July 2022 for **$17.2 million** in shares and potential **$32 million** in milestones, adding **$28.2 million** in IPR&D assets Tarus Purchase Price Allocation (in thousands USD) | Assets: | | (In thousands) | | :--- | :--- | :--- | | Identifiable intangible assets | $ | 28,200 | | Goodwill | | 538 | | **Total assets** | **$** | **28,738** | | **Consideration:** | | | | Fair value of shares issued | $ | 17,200 | | Liabilities assumed | | 3,000 | | Deferred purchase consideration at fair value | | 8,538 | | **Total liabilities** | **$** | **28,738** | - The acquisition includes potential milestone payments of up to **$32 million** in cash or shares, with **$15 million** due upon enrolling the first patient in a Phase 2 trial[63](index=63&type=chunk)[65](index=65&type=chunk) [Note 10: In-Process Research and Development and Deferred Tax Liability](index=21&type=section&id=NOTE%2010.%20IN-PROCESS%20RESEARCH%20AND%20DEVELOPMENT%20AND%20DEFERRED%20TAX%20LIABILITY) IPR&D assets significantly decreased to **$34.8 million** due to a **$46.9 million** impairment charge on iOx programs, following a decision to pause their development - The company recognized a **$46.9 million** impairment loss on its iOx IPR&D (PORT-2 and PORT-3) for the three and nine months ended December 31, 2023[69](index=69&type=chunk) - The impairment was triggered by the decision to pause development of the iNKT programs (PORT-2 and PORT-3) and an assessment of capital market conditions and partnership likelihood[69](index=69&type=chunk) IPR&D Breakdown (in thousands USD) | Project | Description | Dec 31, 2023 | Mar 31, 2023 | | :--- | :--- | :--- | :--- | | iOx (PORT-2 & PORT-3) | Melanoma, Lung, Ovarian/Prostate Cancers | $10,968 | $57,890 | | Tarus (PORT-6 to 9) | Adenosine Receptors | $23,615 | $23,615 | | Oncomer/Saugatuck | DNA Aptamers | $178 | $178 | | **Total IPR&D** | | **$34,761** | **$81,683** | [Note 11: Warrant Liability](index=22&type=section&id=NOTE%2011.%20WARRANT%20LIABILITY) A new **$7.4 million** warrant liability was recorded as of December 31, 2023, due to a cash redemption feature in warrants issued from an October 2023 offering - Series B, Series C, and Placement Agent Warrants are accounted for as financial liabilities due to a potential cash redemption feature upon a 'Fundamental Transaction'[39](index=39&type=chunk)[74](index=74&type=chunk) Warrant Liability Roll-Forward (in thousands USD) | | Warrants | Fair Value | | :--- | :--- | :--- | | **Balance, April 1, 2023** | **–** | **$–** | | Fair value at issuance (Oct 3, 2023) | 6,473,685 | $8,432 | | Change in fair value of warrant liability | – | ($989) | | **Balance, December 31, 2023** | **6,473,685** | **$7,443** | - The company allocated the net proceeds of **$5.3 million** from the offering to the warrant liability and recognized an excess fair value of **$3.1 million**, recorded as a **$2.4 million** loss on the offering and **$0.7 million** in offering expenses[74](index=74&type=chunk) [Note 13: Capital Stock](index=28&type=section&id=NOTE%2013.%20CAPITAL%20STOCK) The company raised approximately **$0.7 million** from ATM sales and **$5.3 million** from a Registered Direct Offering, while a **$30 million** committed purchase agreement remains limited by regulatory constraints - Sold **186,604** ordinary shares under the ATM program, generating net proceeds of approximately **$0.7 million** in the nine months to Dec 31, 2023[104](index=104&type=chunk) - Closed a Registered Direct Offering and Private Placement in October 2023, raising approximately **$5.3 million** in net proceeds[108](index=108&type=chunk) - The company has a **$30 million** Committed Purchase Agreement with Lincoln Park Capital, but its use is limited by trading volume and the 'Baby Shelf Rule'[101](index=101&type=chunk)[102](index=102&type=chunk) [Note 16: Commitments and Contingent Liabilities](index=36&type=section&id=NOTE%2016.%20COMMITMENTS%20AND%20CONTINGENT%20LIABILITIES) Significant commitments include a **$12.1 million** clinical service agreement with Fortrea, while a **$11.5 million** Parexel agreement was terminated, and contingent liabilities exist for acquisition earnouts - The company has a clinical service agreement with Fortrea Inc. with budgeted costs of approximately **$12.1 million**[134](index=134&type=chunk) - A Master Services Agreement with Parexel for a Phase 2 trial was terminated after the company paused the iNKT program; a settlement is under negotiation[133](index=133&type=chunk) - Contingent liabilities exist for potential earnout payments related to the Tarus acquisition and the iOx Share Exchange Agreement[142](index=142&type=chunk) [Note 17: Related Party Transactions](index=38&type=section&id=NOTE%2017.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including executive employment agreements with specified salaries and severance terms, and board compensation arrangements - The CEO's employment agreement for Fiscal Year 2024 includes a base salary of **$642,700** and a performance bonus target of **59%** of base salary[156](index=156&type=chunk) - Upon a change in control, executives are entitled to severance benefits, including salary continuation and full vesting of all unvested equity awards[159](index=159&type=chunk)[164](index=164&type=chunk) - The deferred obligation for the iOx milestone earnout, valued at **$4.1 million** at March 31, 2023, was reduced to zero as of December 31, 2023, resulting in a gain, due to the pausing of the related clinical programs[155](index=155&type=chunk)[184](index=184&type=chunk) [Note 18: Financial Instruments and Risk Management](index=43&type=section&id=NOTE%2018.%20FINANCIAL%20INSTRUMENTS%20AND%20RISK%20MANAGEMENT) This note details financial instrument classification, fair value hierarchy, and significant exposures to liquidity, credit, and foreign currency risks - The company faces significant liquidity risk, acknowledging that as an early-stage biotech without internal cash flows, its ability to fund operations depends on securing additional financing[193](index=193&type=chunk) - The investment in Intensity Therapeutics was transferred from Level 3 to Level 1 in the fair value hierarchy after Intensity's IPO on June 30, 2023[180](index=180&type=chunk)[185](index=185&type=chunk) - Level 3 financial liabilities include the Warrant Liability (**$7.4M**) and the Deferred Purchase Price Payable - Tarus (**$7.3M**), which are valued using models with unobservable inputs like success probabilities and discount rates[171](index=171&type=chunk)[180](index=180&type=chunk)[183](index=183&type=chunk) [Note 21: Events After the Balance Sheet Date](index=49&type=section&id=NOTE%2021.%20EVENTS%20AFTER%20THE%20BALANCE%20SHEET%20DATE) Subsequent to December 31, 2023, the company began liquidating its investment in Intensity Therapeutics, selling **486,213** shares for **$2.1 million** in net proceeds by February 26, 2024 - In January 2024, the company began selling its shares in Intensity Therapeutics on Nasdaq[200](index=200&type=chunk) - As of February 26, 2024, the company had sold **486,213** shares of Intensity for net proceeds of **$2.1 million**[200](index=200&type=chunk)

Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended September 30, 2023 (Unaudited – Prepared by Management as of November 28, 2023) (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements | Index | Page | | --- | --- | | Notice to Reader | F-1 | | Condensed Consolidated Interim Statements of Financial Position | | | As of September 30, 2023 (Unaudited) and March 31, 2023 | F-2 | | Condensed Consolidated Interim Statements of Operations and O ...

[Condensed Consolidated Interim Financial Statements](index=4&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Statements) This section presents the company's financial position, performance, equity changes, and cash flows for the interim period [Condensed Consolidated Interim Statements of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Financial%20Position) As of June 30, 2023, total assets slightly decreased to $98.37 million, driven by lower cash, while liabilities increased and equity declined Condensed Consolidated Interim Statements of Financial Position (in thousands USD) | Account | June 30, 2023 | March 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $7,698 | $10,545 | | Total current assets | $10,892 | $13,676 | | In-process research and development | $81,683 | $81,683 | | Total non-current assets | $87,477 | $85,453 | | **Total assets** | **$98,369** | **$99,129** | | **Liabilities and Equity** | | | | Total current liabilities | $2,638 | $1,865 | | Total non-current liabilities | $23,081 | $21,869 | | **Total liabilities** | **$25,719** | **$23,734** | | **Total equity** | **$72,650** | **$75,395** | | **Total liabilities and equity** | **$98,369** | **$99,129** | [Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20Income%20(Loss)) For the three months ended June 30, 2023, the net loss significantly increased to $5.9 million, primarily due to higher R&D expenses and a lower income tax benefit Statement of Operations Highlights (in thousands USD, except per share amounts) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Research and development | $3,627 | $1,876 | | General and administrative expenses | $1,370 | $2,211 | | Loss from operations | $(4,997) | $(4,087) | | Net loss | $(5,926) | $(1,625) | | Net loss attributable to owners | $(5,919) | $(1,729) | | Basic and diluted loss per share | $(0.33) | $(0.13) | | Weighted average shares outstanding | 17,701 | 13,351 | - The company recognized a net unrealized gain on investments of **$1.77 million** in Q1 2023, compared to none in the prior year period, contributing to a total comprehensive loss of **$4.16 million**[8](index=8&type=chunk) [Condensed Consolidated Interim Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Total equity decreased to $72.7 million by June 30, 2023, primarily due to a net loss, partially offset by share-based compensation and share issuances Changes in Shareholders' Equity for the Three Months Ended June 30, 2023 (in thousands USD) | Description | Amount | | :--- | :--- | | Balance, April 1, 2023 | $75,395 | | Share-based compensation expense | $769 | | Shares issued under ATM, net | $613 | | Net unrealized gain on investments | $1,769 | | Net loss for period | $(5,926) | | **Balance, June 30, 2023** | **$72,650** | [Condensed Consolidated Interim Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Cash and cash equivalents decreased by $2.8 million, with $3.5 million used in operations and $0.6 million provided by financing activities, resulting in an ending balance of $7.7 million Cash Flow Summary (in thousands USD) | Cash Flow Activity | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,453) | $(2,176) | | Net cash provided by financing activities | $606 | $ - | | **Decrease in cash and cash equivalents** | **$(2,847)** | **$(2,176)** | | Cash and cash equivalents at beginning of period | $10,545 | $23,352 | | **Cash and cash equivalents at end of period** | **$7,698** | **$21,176** | [Notes to Condensed Consolidated Interim Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated interim financial statements [Note 1: Nature of Operations](index=8&type=section&id=NOTE%201.%20NATURE%20OF%20OPERATIONS) Portage Biotech Inc. is a clinical-stage immuno-oncology company developing therapies for invasive cancers, with nine product candidates across four platforms - The company's portfolio consists of four platforms, including invariant natural killer T-cell (iNKT) engagers and treatments targeting the adenosine pathway[16](index=16&type=chunk) - Portage has 9 product candidates in development, with multiple clinical readouts expected through the end of calendar year 2024[16](index=16&type=chunk) [Note 2: Going Concern](index=8&type=section&id=NOTE%202.%20GOING%20CONCERN) The company faces significant going concern doubt, with current cash of $7.7 million projected to last only until October 2023, necessitating additional funding - As of July 31, 2023, the Company had approximately **$6.4 million** of cash and cash equivalents on hand[19](index=19&type=chunk) - Current cash and cash equivalents are anticipated to be sufficient to meet cash requirements only through the end of **October 2023**[22](index=22&type=chunk) - These factors raise significant doubt about the Company's ability to continue as a going concern within one year after the date that these financial statements are issued[22](index=22&type=chunk) [Note 9: Acquisition of Tarus](index=16&type=section&id=NOTE%209.%20ACQUISITION%20OF%20TARUS) On July 1, 2022, the company acquired Tarus Therapeutics for $17.2 million in shares and up to $32 million in milestones, allocating $28.2 million to IPR&D - Consideration for the Tarus acquisition included **2,425,999 ordinary shares** of Portage, valued at **$17.2 million**[60](index=60&type=chunk)[62](index=62&type=chunk) - Milestone payments of up to **$32 million** in cash or shares are contingent upon achieving future development and sales milestones, including a **$15 million** payment upon enrolling the first patient in a Phase 2 trial[60](index=60&type=chunk)[64](index=64&type=chunk) Tarus Purchase Price Allocation (in thousands USD) | Assets Acquired | Fair Value | | :--- | :--- | | Identifiable intangible assets | $28,200 | | Goodwill | $538 | | **Total assets** | **$28,738** | [Note 10: In-Process Research and Development (IPR&D) and Deferred Tax Liability](index=18&type=section&id=NOTE%2010.%20IN-PROCESS%20RESEARCH%20AND%20DEVELOPMENT%20AND%20DEFERRED%20TAX%20LIABILITY) IPR&D assets remained at $81.7 million as of June 30, 2023, primarily from iOx and Tarus acquisitions, following significant impairment charges in the prior fiscal year IPR&D Breakdown as of June 30, 2023 (in thousands USD) | Project Group | Description | Value | | :--- | :--- | :--- | | iOx (PORT 2 & 3) | iNKT Engagers | $57,890 | | Oncomer/Saugatuck | DNA Aptamers | $178 | | Tarus (PORT 6-9) | Adenosine Receptors | $23,615 | | **Total IPR&D** | | **$81,683** | - In the year ended March 31, 2023, the company recognized an impairment of **$59.3 million** for iOx assets and **$4.6 million** for Tarus assets[66](index=66&type=chunk) [Note 12: Capital Stock](index=22&type=section&id=NOTE%2012.%20CAPITAL%20STOCK) The company issued 171,000 ordinary shares for $0.6 million via its ATM program and has a $30 million committed purchase agreement, both limited by trading volume - From April 1, 2023, to June 30, 2023, the Company sold **171,504 ordinary shares** under the ATM program, generating net proceeds of approximately **$0.6 million**[87](index=87&type=chunk) - The company has a Committed Purchase Agreement with Lincoln Park to sell up to **$30 million** in ordinary shares over 36 months, initiated in July 2022[84](index=84&type=chunk) - Access to both the ATM program and the Committed Purchase Agreement is limited based on the company's trading volume on Nasdaq, as noted in the 'Going Concern' section[85](index=85&type=chunk) [Note 15: Commitments and Contingent Liabilities](index=28&type=section&id=NOTE%2015.%20COMMITMENTS%20AND%20CONTINGENT%20LIABILITIES) The company has significant commitments, including an **$11.5 million** agreement with Parexel and a **$12.1 million** agreement with Fortrea for clinical services, plus contingent milestone payments for acquisitions - A Master Services Agreement with Parexel for a Phase 2 trial has a budget of **$11.5 million**[108](index=108&type=chunk) - A clinical service agreement with Fortrea Inc. (formerly Labcorp) has a budgeted cost of approximately **$12.1 million** through August 2025[109](index=109&type=chunk) - The company is obligated to pay earnouts for the Tarus and iOx acquisitions upon achievement of certain milestones[116](index=116&type=chunk) [Note 16: Related Party Transactions](index=29&type=section&id=NOTE%2016.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including the iOx acquisition, executive compensation, and board remuneration, outlining salaries, bonuses, and share-based payments - On July 18, 2022, the company acquired the remaining ~22% non-controlling interest in iOx by issuing **1,070,000 Portage ordinary shares** and assuming a contingent obligation for an additional **$25 million** in shares or cash upon reaching a Phase 3 milestone[122](index=122&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - The CEO's compensation for Fiscal 2024 is a base salary of **$642,700** with a target bonus of **59%**[129](index=129&type=chunk) - In December 2022, the Board approved executive bonuses totaling **$0.6 million** As of June 30, 2023, approximately **$0.4 million** of this amount remains accrued and unpaid, pending a new financing[141](index=141&type=chunk) [Note 17: Financial Instruments and Risk Management](index=34&type=section&id=NOTE%2017.%20FINANCIAL%20INSTRUMENTS%20AND%20RISK%20MANAGEMENT) The company faces significant liquidity risk due to its early development stage and lack of cash flow, with contingent acquisition liabilities classified as Level 3 and an investment reclassified to Level 1 after IPO - The investment in public company (Intensity) was transferred from Level 3 to Level 1 of the fair value hierarchy due to its IPO on **June 30, 2023**[157](index=157&type=chunk) - Liquidity risk is a major concern, as the company is an early-stage biotech without significant internally generated cash flows Global market uncertainty could impact future access to capital[160](index=160&type=chunk)[163](index=163&type=chunk) Fair Value of Key Financial Liabilities (in thousands USD) | Liability | Fair Value (June 30, 2023) | Fair Value Hierarchy | | :--- | :--- | :--- | | Deferred purchase price payable - Tarus | $7,864 | Level 3 | | Deferred obligation - iOx milestone | $4,552 | Level 3 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of eve ...

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three and Nine Months Ended December 31, 2022 (Unaudited – Prepared by Management as of March 1, 2023) (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements | Index | Page | | --- | --- | | Notice to Reader | F-1 | | Condensed Consolidated Interim Statements of Financial Position | | | As of December 31, 2022 (Unaudited) and March 31, 2022 | F-2 | | Condensed Consolidated Interim S ...

Exhibit 99.1 Portage Biotech Inc. Condensed Consolidated Interim Financial Statements For the Three and Six Months Ended September 30, 2022 (Unaudited – Prepared by Management) as of November 29, 2022 (U.S. Dollars) Portage Biotech Inc. Condensed Consolidated Interim Financial Statements | Index | Page | | --- | --- | | Notice to Reader | F-1 | | Condensed Consolidated Interim Statements of Financial Position | | | As of September 30, 2022 (Unaudited) and March 31, 2022 | F-2 | | Condensed Consolidated Inte ...

Exhibit 99.1 For the Three Months Ended June 30, 2022 Portage Biotech Inc. (Unaudited – Prepared by Management) Condensed Consolidated Interim Financial Statements (U.S. Dollars) | Index | Page | | --- | --- | | Notice to Reader | F-1 | | Condensed Consolidated Interim Statements of Financial Position | F-2 | | As of June 30, 2022 (Unaudited) and March 31, 2022 | | | Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) | F-3 | | Three months ended June 30 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of eve ...