Portage Biotech Inc. (OTCPK:PTGE.F) (‘Portage') entered into a conditional sale agreement to acquire SalvaRx Limited from SalvaRx Group plc (AIM:SALV), James Mellon and Greg Baile for $80.5 million on August 13, 2018. The transaction is structured as the acquisition by Portage of SalvaRx in exchange for approximately 810 million common shares. Portage will acquire 94.2% strake from SalvaRx Group plc and will be paid 757.9 million shares, 2.9% from Gregory Bailey and Greg Baile respectively and will be paid 23.6 million each. Immediately after closing, SalvaRx Group plc, the parent company of SalvaRx Limited, will distribute approximately 87% of the consideration shares to its shareholders by way of a dividend in kind. It is proposed that not less than approximately 660 million of the consideration shares will be transferred to shareholders of SalvaRx Group plc on a pro-rata basis. Of the balance of the consideration shares issued to SalvaRx Group, it is proposed that 40.7 million consideration shares will be transferred to option holders in consideration of the purchase of their redemption options, and up to 60.9 million consideration shares will be retained by SalvaRx Group. On completion of the disposal and the demerger, SalvaRx Group would be classified as an AIM Rule 15 cash shell and as such will be required to make an acquisition or acquisitions which constitute a reverse takeover. Portage is seeking the authority of its shareholders at the Portage meeting of shareholders to consolidate its issued and to be issued share capital by a ratio of up to 120:1 Portage Shares at a future date which currently remains to be determined, and as required under the CSE rules, a name change will accompany such consolidation if, as and when effected.

Following the disposal and the demerger, Ian Walters, Kam Shah, Richard Armstrong and Colin Weinberg shall each resign as directors of SalvaRx Group and it is proposed that Denham Eke will be appointed to the Board. The transaction is subject to the requirements of Multilateral Instrument 61-101 Protection of Minority Shareholders in special transactions. As a consequence, the transaction requires minority shareholder approval. SalvaRx Group plc is also required to seek approval of its shareholders to the transaction. The transaction is subject to Portage issuing and allotting the consideration shares, approval of the acquisition by a majority of the disinterested Portage shareholders, receipt of the Rule 15 Approval, and approval by CSE. As of January 8, 2018, to obtain final CSE approval, Portage Biotech 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. The Portage Board unanimously recommends that shareholders vote in favor of the transaction. A special meeting of Portage shareholders is scheduled for January 8, 2019. As of January 8, 2019, the transaction has been approved by Portage Biotech's shareholders. The transaction also received minority shareholder approval in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in special transactions.

Matthew Johnson, Edward Hutton and Vadim Alexandre of Northland Capital Partners Limited acted as nominated advisers and brokers while Hill Dickinson LLP acted as legal advisor to SalvaRx Group plc. PharmaVentures Ltd. acted as financial advisor to SalvaRx Group and Portage.