Our success will be dependent upon our corporate collaborations with third parties in connection with services we will need for the development, marketing and commercialization of our products.

The success of our business will be largely dependent on our ability to enter into corporate collaborations regarding the development, clinical testing, regulatory approval and commercialization of our potential product candidates. We may not be able to find new collaborative partners to support our future development, marketing and commercialization of our products, which may require us to undertake

research and development and/or commercialization activities ourselves, and may result in a material adverse effect on our business, financial condition, prospects and results of operations.

Even if we are able to find new collaborative partners, our success is highly dependent upon the performance of these new corporate collaborators. The amount and timing of resources to be devoted to activities by future corporate collaborators, if any, are not within our direct control and, as a result, we cannot assure you that any future corporate collaborators will commit sufficient resources to our research and development projects or the commercialization of our potential product candidates. Any future corporate collaborators might not perform its obligations as expected and might pursue existing or other development-stage products or alternative technologies in preference to those being developed in collaboration with us, or may terminate particular development programs, or the agreement governing such development programs.

In addition, if any future collaborators fail to comply with applicable regulatory requirements, the FDA, the European Medicines Agency (“EMA”), the Therapeutic Products Directorate (“TPD”) or other authorities could take enforcement action that could jeopardize our ability to develop and commercialize our potential product candidates. Despite our best efforts to limit them, disputes may arise with respect to ownership of technology developed under any such corporate collaboration.

We will rely on proprietary technology, the protection of which can be unpredictable and costly.

Our success will depend in part upon our ability to obtain patent protection or patent licenses for our future technology and products. Obtaining such patent protection or patent licenses can be costly and the outcome of any application for patent protection and patent licenses can be unpredictable. In addition, any breach of confidentiality by a third party by premature disclosure may preclude us from obtaining appropriate patent protection, thereby affecting the development and commercial value of our technology and products.

Some of our future products may rely on licenses of proprietary technology owned by third parties and we may not be able to maintain these licenses on favourable terms.

The manufacture and sale of some of the products we hope to develop may involve the use of processes, products, or information, the rights to which are owned by third parties. Such licenses frequently provide for limited periods of exclusivity that may be extended only with the consent of the licensor. If licenses or other rights related to the use of such processes, products or information are crucial for marketing purposes, and we are not able to obtain them on favourable terms, or at all, the commercial value of our products will be significantly impaired. If we experience delays in developing our products and extensions are not granted on any or all of such licenses, our ability to realize the benefits of our efforts may be limited.

We will have additional future capital needs and there are uncertainties as to our ability to raise additional funding.

We believes that the proceeds from the current offering together with cash on hand will be adequate to cover our operational and developmental costs for the next eighteen months. However, We may require substantial additional capital resources to develop potential product candidates, obtain regulatory approvals and ultimately to commercialize such product candidates.

In addition, our future cash requirements may vary materially from those now expected. For example, our future capital requirements may increase if:

·we experience scientific progress sooner than expected in our future discovery, research and development projects, if we expand the magnitude and scope of these activities, or if we modify our focus as a result of our discoveries;

·~~we experience setbacks in our progress with pre-clinical studies and clinical trials are delayed;~~

·~~we experience delays or unexpected increased costs in connection with obtaining regulatory approvals;~~

we experience setbacks in our progress with pre-clinical studies and clinical trials are delayed;

we experience delays or unexpected increased costs in connection with obtaining regulatory approvals;

we are required to perform additional pre-clinical studies and clinical trials;

·~~we are required to perform additional pre-clinical studies and clinical trials;~~

·we experience unexpected or increased costs relating to preparing, filing, prosecuting, maintaining, defending ~~and enforcing patent claims; or~~

·~~we elect to develop, acquire or license new technologies and products.~~

~~We could potentially seek additional funding through corporate collaborations~~ and ~~licensing arrangements~~enforcing patent claims; or ~~through public~~

we elect to develop, acquire or ~~private equity or debt financing. However, if our future research~~license new technologies and development activities do not show positive progress, or if capital market conditions in general, or with respect to life sciences or development stage companies such as ours in particular, are unfavourable, our ability to obtain additional funding on acceptable terms, if at all, will be negatively affected. Additional financing that we may pursue may involve the sale of our common shares or financial instruments that are exchangeable for or convertible into our common shares which could result in significant dilution to our shareholders.products.

If sufficient capital is not available, we may be required to delay, reduce the scope of, eliminate or divest of one or more of our research or development projects, any of which could have a material adverse effect on our business, financial condition, prospects or results of operations.

We will be subject to risks associated with doing business globally.

As a pharmaceutical company our operations are likely to expand in the European Union and worldwide, we will be subject to political, economic, operational, legal, regulatory and other risks that are inherent in conducting business globally. These risks include foreign exchange fluctuations, exchange controls, capital controls, new laws or regulations or changes in the interpretation or enforcement of existing laws or regulations, political instability, macroeconomic changes, including recessions and inflationary or deflationary pressures, increases in prevailing interest rates by central banks or financial services companies, economic uncertainty, which may reduce the demand for our potential products or reduce the prices that our potential customers will be willing to pay for our products, import or export restrictions, tariff increases, price controls, nationalization and expropriation, changes in taxation, diminished or insufficient protection of intellectual property, lack of access to impartial court systems, violations of law, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, disruption or destruction of operations or changes to the Company’s business position, regardless of cause, including war, terrorism, riot, civil insurrection, social unrest, strikes and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease. The impact of any of these developments, either individually or cumulatively, could have a material adverse effect on our business, financial condition and results of operations.

We may face exposure to adverse movements in foreign currency exchange rates while completing international clinical trials and when our products will be commercialized.

We intend to generate revenue and expenses internationally that are likely to be primarily denominated in U.S., Euros and other foreign currencies. Our intended international business will be subject to risks typical of an international business including, but not limited to, differing tax structures, a myriad of regulations and restrictions, and general foreign exchange rate volatility. A decrease in the value of such foreign currencies relative to the Canadian dollar could result in losses in revenues from currency exchange rate fluctuations. Conversely, an increase in the value of such foreign currencies relative to the Canadian dollar could negatively impact our operating expenses. To date, we have not hedged against risks associated with foreign exchange rate exposure. We cannot be sure that any hedging techniques we may implement in the future will be successful or that our business, results of operations, financial condition and cash flows will not be materially adversely affected by exchange rate fluctuations.

Risks Related to Ownership of our ~~Stock~~shares

There is currently a limited trading market for our ~~common shares.~~Common Shares.

There currently is a limited public market for our ~~common shares.~~Common Shares. Further, although our ~~common shares~~Common Shares are currently ~~quoted~~traded on the ~~OTC Bulletin Board, trading~~OTCQB marketplace (PTGEF) and are also listed and traded on the Canadian Securities Exchange. Trading of our ~~common shares may be~~Common Shares is currently extremely sporadic. As a result, an investor may find it difficult to sell, or to obtain accurate quotations of the price of our ~~common shares.~~Common Shares. There can be no assurance that a more active trading market for our ~~common shares~~Common Shares will develop. Accordingly, investors must assume they may have to bear the economic risk of an investment in our ~~common shares~~Common Shares for an indefinite period of time.

Risks related to penny stocks.

Our ~~common shares~~Common Shares are subject to regulations prescribed by the SEC relating to “penny stock.” These regulations impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (as defined in Rule 501 of the U.S. Securities ~~Act of 1933)~~Act). These regulations could adversely impact market demand for our shares and adversely impact our trading volume and price.

The issuance of ~~common shares~~Common Shares upon the exercise of our outstanding warrants and options will dilute the ownership interest of existing ~~stockholders~~shareholders and increase the number of shares eligible for future resale.

The exercise of some or all of our outstanding warrants and options could significantly dilute the ownership interests of our existing shareholders. As of March 31, ~~2013,~~2014, we had outstanding warrants to purchase an aggregate of approximately 66114 million ~~common shares~~Common Shares and outstanding options to purchase an aggregate of approximately ~~5.4~~5 million ~~common shares.~~Common Shares. To the extent the warrants and options are exercised, additional ~~common shares~~Common Shares will be issued and that issuance will increase the number of shares eligible for resale in the public market. The sale of a significant number of shares by our shareholders, or the perception that such sales could occur, could have a depressive effect on the public market price of our ~~common shares.~~Common Shares.

The Company has not registered the securities or the shares issuable upon exercise of the warrants, which will limit your ability to resell them

Neither the Units nor the shares issuable upon conversion of the warrants to be issued under this private placement have been or will be registered under the U.S. Securities Act or any state securities laws. As a result, they may only be offered or sold if an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state laws applies to the circumstances of the sale

Your investment return may be reduced if we lose our foreign private issuer status.

We are a “foreign private issuer,” as such term is defined in Rule 405 under the U.S. Securities Act, ~~of 1933,~~ and, therefore, we are not required to file quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC. In addition, the proxy rules and Section 16 reporting and short-swing profit recapture rules are not applicable to us. If we lose our status as a foreign private issuer by our election or otherwise, we will be subject to additional reporting obligations under the Exchange Act which ~~could~~would increase our SEC compliance costs.

We may be treated as a passive foreign investment company for U.S. tax purposes, which could subject United States investors to significant adverse tax ~~consequences~~.consequences.

A foreign corporation will be treated as a passive foreign investment company, or PFIC, for U.S. federal income taxation purposes, if in any taxable year either: (a) 75% or more of its gross income consists of passive income; or (b) 50% or more of the value of the company’s assets is attributable to assets that produce, or are held for the production of, passive income. Based on our current income and assets and our anticipated future operations, we believe that we currently are not a ~~PFIC. U.S.~~PFIC.U.S. stockholders of a PFIC are subject to a disadvantageous U.S. income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. Because PFIC status is a fact-intensive determination made on an annual basis, no assurance can be given that we are not or will not become classified as a PFIC. The PFIC rules are extremely complex. A U.S. person is encouraged to consult his or her U.S. tax advisor before making an investment in our shares.

U.S. shareholders may not be able to enforce civil liabilities against us.

We are a corporation organized under the laws of the ~~Province of Ontario, Canada.~~British Virgin Islands. Most of our directors and executive officers are non-residents of the United States. Because a substantial portion of their assets and currently all of our assets are located outside the United States, it may ~~not~~ be ~~possible~~difficult for ~~you~~investors to effect service of process within the United States upon us or those persons. ~~Furthermore, it may~~

Our corporate affairs will be governed by our Memorandum and Articles of Association, the BVI Business Companies Act, and the common law of the British Virgin Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands, as well as from English common law, the decisions of whose courts are considered persuasive authority but are not binding on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be ~~possible for you to enforce against us~~under statutes or ~~them~~judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

The British Virgin Islands courts are also unlikely:

·	to recognize or enforce against us judgments of U.S. courts based on certain civil liability provisions of U.S. securities laws; and

·	to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States. We have been advised by Forbes Hare, our counsel as to British Virgin Islands law, that (i) they are unaware of any proceedings that have been brought in the British Virgin Islands to enforce judgments of the U.S. courts or to impose liabilities based ~~upon~~on the civil liability provisions of the U.S. federal or state securities ~~laws~~laws; (ii) a final and conclusive judgment in the federal or ~~other laws~~state courts of the United ~~States. There~~States under which a sum of money is ~~doubt~~payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as toa debt in the ~~enforceability, in original actions in Canadian~~ courts of ~~liabilities~~the British Virgin Islands under the common law doctrine of obligation; and (iii) because it is uncertain whether a British Virgin Islands court would determine that a judgment of a U.S. court based ~~upon the U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon~~on the civil liability provisions of the U.S. federal or state securities ~~laws.~~laws is in the nature of a penalty, it is uncertain whether such a liability judgment would be enforceable in the British Virgin Islands.

ITEM 4 – INFORMATION ON THE COMPANY

(A)	HISTORY AND DEVELOPMENT OF THE COMPANY

~~We are a Canadian corporation~~The Company was originally incorporated ~~under the laws of the Province of~~in Ontario in ~~1973 under the original name of Kamlo Gold Mines Limited. We were~~1973. It was inactive until 1985. Between 1986 and ~~1992, our company~~2009 , it was ~~involved~~engaged in ~~the~~variety of businesses including development of a new technology for the marine propulsion ~~business. During this period, our company went through three name changes.~~

~~Between 1993 and 1996, our company was involved in the~~business, distribution and manufacture of a snack ~~food. During this period, our company went through two more name changes.~~

~~Our company remained inactive after the closure of the snack~~ food, business in November 1996 until December 1998 when we changed our name to Dealcheck.com Inc. and agreed on a new business strategy. This strategy focused on investing in new and emerging technology oriented projects and businesses. In 1999, our company raised $3.2 million, which we invested in various projects and companies over the next two years as per the new business strategy of our company. Unfortunately, the IT sector performed poorly since 2001 and new and emerging technology-based businesses ~~suffered significant losses, financial problems~~ and ~~bankruptcies. These factors adversely affected our company’s investments and its profitability. Our company had to write off all its investments by the end of the fiscal 2003.~~

~~In April 2003, our company changed its business focus to the~~ natural resource ~~industry and completed a private placement of approximately 8.9 million common shares, raising approximately USD $3.1 million. These funds were primarily invested in projects~~ involving ~~oil and gas exploration and~~ diamond mining ~~projects in Brazil between April 2003~~ and ~~September 2005.~~

~~Diamond mining operations discontinued in December 2004. Our company sold its interest in an~~ oil ~~exploration project in Papua New Guinea in July 2005 for USD $3.2 million. Our company’s cost of this project was approximately USD $1.6 million. Further, in October 2004, our~~& gas exploration. In 2010, the company acquired a working interest in a gas exploration project in Louisiana, USA. Between March 2005 and September 2005, our company invested approximately $3.9 million as its share of exploration costs. The exploration, however, proved a dry well and was therefore abandoned and the costs incurred were fully written off in December 2005.

~~In the fiscal 2010, we acquired 4.70% working~~an indirect interest in two ~~off-shore~~ drilling licenses in ~~the Levantine Basin, approximately forty kilometres off the West coast of~~ Israel, ~~through our holding of 76.79% equity interest in Israel Petroleum Company Limited (“IPC Cayman”). This indirect working interest~~which was disposed of for US$ 5 million ~~in cash and certain other non-cash items~~ under a settlement agreement on June 29, ~~2012with~~2012 with our minority ~~shareholder of IPC Cayman.~~partner on this project. During the period, the Company went through several name changes ending with Bontan Corporation Inc. ( Bontan).

In December 2012, the Company decided to change the focus of its business activities from oil and gas to biotechnology mainly due to the increasing difficulty in getting access to viable oil & gas projects and also due to the potentially more profitable business opportunities which ~~currently exist~~existed in the biotechnology sector. On March 21, 2013, the Company signed a letter of intent with Portage Pharma Ltd, a biotech private limited company formed under the laws of the British Virgin Islands ~~(“Portage”)~~ to acquire Portage Pharma Ltd through exchange of shares. The transaction was completed on June 4, ~~2013.~~2013 and accounted for as a reverse acquisition.

On July 5, 2013, the Company changed its name to Portage Biotech Inc. and moved its jurisdiction to the British Virgin Islands ( BVI) under a certificate of Continuance issued by the Registrar of Corporate Affairs of BVI.

~~Our company’s~~

The Company now continues as a BVI incorporated company with its registered office located at FH Chambers, P.O. Box 4649, Road Town, Tortola, BVI. Its Toronto agent is ~~situated~~located at 47 Avenue Road, Suite 200, Toronto, Ontario, ~~Canada~~ M5R ~~2G3. We are~~2G3, Canada.

The Company continues to be a reporting issuer with Ontario Securities Commission and US Securities and Exchange Commission and its shares trade on the Quotation Board of the OTC Markets under the trading symbol “PTGEF,” effective August 23, 2013. Prior to this date, it was trading as Bontan Corporation Inc. under the trading symbol “BNTNF”. Effective October 28, 2013, the Company’s shares are also listed for trading in US currency on the ~~province of Ontario.~~Canadian Securities Exchange (formerly, Canadian National Stock Exchange) under the symbol “PBT.U”.

(B) BUSINESS OVERVIEW

~~During~~Portage develops pharmaceutical & biotech products through to clinical “proof of concept” focussing on unmet clinical needs. Following proof of concept, Portage will look to sell or license the ~~fiscal year 2013, we resolved~~products to large pharmaceutical companies for further development through to commercialization.

Portage seeks products & co-development partners in cancer, infectious disease, neurology and psychiatry with novel targeted therapies, or reformulations that can be patented.

Portage will work with a wide range of partners, in all phases of development. The collaboration may include direct funding or investing human capital/sweat equity from our extensive ~~litigations~~pool of talented scientists and physicians to value-add by mitigating risks, clinical trial design and regulatory expertise.

Our research and development work is primarily carried out through two subsidiaries:

Portage pharmaceuticals Ltd ( PPL)

On June 4, 2013, following the acquisition of Portage Pharma Ltd, the Company’s wholly owned subsidiary, Portage Acquisition Inc. and Portage Pharma Ltd amalgamated. The amalgamated company was named PPL, which has been incorporated in the BVI..

PPL’s focus is in discovering and developing innovative cell permeable peptide therapies to normalize gene expression, restore function and improve medical outcomes. Its core technology involves delivering biologically active “cargo” to intracellular and intranuclear targets to normalize cell and tissue function, improve the immunogenicity of vaccines and enable better treatment of intracellular pathogens.

PPL holds exclusive license in non-oncology fields for patents relating to the use and know how of Antennapedia cell permeable peptide. PPL has also patented in June 2013 proprietary structures in human-derived cell permeable peptides with demonstrated in vitro and in vivo activity and no therapeutic area.

In May 2014, PPL has entered into a Collaborative Research Agreement with Yale University to study the biological activity and cell penetrating properties of peptides developed by Portage and by Professor Alanna Schepartz of Yale’s Department of Chemistry. These studies will compare the ability of these peptides to cross cell membranes and deliver biologically active cargo to an intracellular target.

In May 2014, PPL also has entered into a materials collaborative research and development agreement (M-CRADA) with the ~~minority shareholder of IPC Cayman and signed a settlement agreement with them surrendering our 76.79% equity in IPC Cayman for US$ 5 million among other things. The following are the details~~National Eye Institute, one of the ~~events leading~~National Institutes of Health. PPL will provide its lead cell permeable peptide targeting inflammatory diseases to ~~the final settlement:~~Dr. Robert B. Nussenblatt to investigate its efficacy in animal models of uveitis.

In July 2014, PPL has successfully validated a new proprietary cell permeable peptide platform technology derived from human genes. This proprietary platform technology has been shown to efficiently deliver an active pharmacological agent or cargo into a cell without disrupting the cell membrane.

Along with demonstrating that the delivery system is capable of carrying biologically active cargo to intracellular sites of action, the platform has favorable pharmaceutical properties simplifying formulation development for systemic and locally administered conjugates which will allow more rapid development of drug products.

PPL has converted its previously filed provisional patent application for this delivery system to an international patent application that includes a variety of structures utilizing cargos that address important areas of medical need.

PPL has prioritized inflammation as an area with a large therapeutic opportunity.

Using a cargo peptide against an anti-inflammatory target, PPL has demonstrated not only cell penetration but also convincing in-vitro and in-vivo pharmacological effects mediated intracellularly. The lead compound is being evaluated in several animal models of human inflammatory disease that will determine its first indication.

Biohaven Pharmaceutical Holding Company Limited (Biohaven)

On ~~December 16, 2011,~~January 6, 2014, the Company signed a settlement agreement (“Settlement agreement”) with IPC Cayman, International Three Crown Petroleum LLC (“ITCP”), Three Crown Petroleum LLC (“TCP”) and Mr. Howard Cooper (“IPC Parties”). The Company agreed to transfer all itsacquired approximately 54% equity in ~~IPC Cayman~~Biohaven, a private corporation incorporated on closing for a total price of US$15 million, which was revised subsequently to $ 5 million plus other future payments as discussed below, and a 0.25% Overriding Royalty Interest (“ORI”) in the Israeli Project in addition, all 5 million warrants issued to ITC and 390,000 options issued to IPC Cayman consultants had been surrendered and cancelled without any compensation. The price of US$15 million was to consist of cash of US$10 million with the balance covered by two promissory notes carrying interest at 5% per annum and secured by additional ORI of 0.25% and a guarantee from IPC Cayman. One promissory note for US$2 million was payable on or before November 9, 2012 and another for US$3 million was payable on or before November 9, 2013. In the event of requests by the IPC Parties for an extension, or the occurrence of certain financing activities, the Company might receive up to a further US$500,000 in non-refundable deposits. The Company might also receive up to an additional US$ 3 million based on the price of Shaldieli shares after two years.

The Company received a non-refundable deposit of US$250,000. IPC Parties exercised its extension right on March 12, 2012 by paying to the Company’s tax escrow agent a further non-refundable deposit of US$125,000 and extended the closing date to AprilSeptember 25, 2012. This date was extended to May 14, 2012 for which the IPC Parties paid to the Company an extension fee of US$ 100,000. The original settlement agreement was finally revised and closed on June 29, 2012.

As per the terms of the revised settlement agreement the Company received US$ 5 million and surrendered all its shares in IPC Cayman for cancellation. The Company and IPC Parties exchanged mutual releases and dismissed all lawsuits against each other and against IPC Oil and Gas Holdings Ltd. (Formerly, Shaldieli Ltd.) and certain of its promoters.

As additional consideration, on or before December 31, 2012, based on a revaluation of the surrendered shares to be performed by the IPC Parties, Bontan was to either receive (i) at the option of the IPC Parties, either a payment of US$9.625 million or a payment of US$6.625 million plus delivery of a US$3.0 million promissory note due on November 8, 2013 carrying 5% p.a. interest and secured by an IPC guarantee, a 0.15% Overriding Royalty Interest (ORI) and a pledge of 23% of the IPC Shares, or (ii) the right to exercise an option to purchase 49.27% of the issued and outstanding share capital of IPC Cayman on a fully diluted basis for an exercise price of US$4,927.(IPC Cayman currently holds 144,821,469 shares of Shaldieli).

However, on December 31, 2012, the Company learnt of the failure of the two exploration wells drilled under the Israeli licenses and as a result decided to abandon further efforts in securing any more interest in IPC Cayman. The company also cancelled 2 million warrants originally issued to another party in connection with this project.

In December 2012, the Company decided to change the focus of its business activities from oil and gas to biotechnology mainly due to the increasing difficulty in getting access to viable oil & gas projects and also due to the potentially more profitable business opportunities which currently exist in the biotechnology sector. On March 21, 2013, the Company signed a letter of intent with Portage Pharma Ltd, a biotech private limited company formed under the laws of the British Virgin Islands ~~(“Portage”) to acquire Portage Pharma Ltd through exchange~~for $3.5 million, payable as $ 1.75 million upfront and the balance in three instalments over the next eleven months. Biohaven’s founder shareholders include originators at Yale University who discovered the therapeutic potential of ~~shares. The transaction was completed on June 4, 2013.~~glutamate modulation in anxiety and depression and have track record of successful registrational trials..

~~Portage~~Biohaven is engaged in the development of clinical stage neuroscience compounds targeting the glutamatergic system. The company obtained a license from Yale University regarding intellectual property for the use of certain glutamate modulating agents in the treatment of neuropsychiatric disorders.

The first drug candidate being developed is for treatment-resistant mood and anxiety disorders. The lead drug candidate is a ~~biotechnology company engaged~~Phase 2 ready compound and will enter clinical testing for treatment-resistant mood or anxiety disorders next year.

A second unique drug candidate also targets the glutamatergic system with a well-established safety profile. Biohaven will begin optimization of its formulation in ~~researching~~2014.

In July 2014, the U.S. Patent and ~~developing products through~~Trademark Office (“USPTO”)issued Patent No. 8,778,979B2 related to ~~proof~~Biohaven’s intellectual property licensed from Yale University (U.S. Patent Application No. 11/399,188). The patent claims cover the use of ~~concept~~certain glutamate modulating agents in the treatment of Generalized Anxiety Disorder (GAD). Patent protection under 8,778,979 B2 extends until April 27, 2029. Biohaven has exclusive rights to all divisionals or continuations stemming from the parent-US Patent Application No. 11/399,188.

GAD affects approximately 6.8 million adults or 3% of the U.S. population. GAD is characterized by excessive anxiety and uncontrollable worry that interferes with an ~~early focus on unmet~~individual’s daily functioning. Anxiety symptoms are often accompanied by restlessness, fatigue, difficulty concentrating, irritability, muscle tension and increased sleep. GAD is more common in women than men and is often characterized by a chronic course. Current medication treatments are fully effective in only half of patients. Preclinical and clinical ~~needs~~studies suggest that dysfunction in glutamatergic neurotransmission plays a central role in the pathophysiology of mood and ~~orphan drugs. Following proof of concept, Portage would look~~anxiety disorders. Directly targeting the glutamatergic system may lead to ~~sell or licence the products~~more effective treatments for mood and anxiety disorders that fail to ~~Big Pharma.~~respond to current monoamine based therapies.

~~Portage currently holds~~The patent being issued by the USPTO will provide strong IP protection for Biohaven’s lead candidate in GAD. Biohaven expects to enter initial clinical studies within a ~~master license to the Antennapedia platform for all pathologies (except oncology).~~year.

~~(C) ORGANIZATIONAL STRUCTURE~~

~~As of March 31, 2013, Bontan Corporation had~~We also have a ~~single~~ wholly owned subsidiary, ~~1843343 Ontario Inc.~~Portage Services Ltd.,(PSL) which was incorporated in Ontario, Canada ~~on January 31, 2011. Although the subsidiary has had no activity since its inception,~~under the name ~~of this subsidiary was~~1843343 Ontario Inc. and changed its name to ~~Portage Services Ltd.,~~the present name on July 11, ~~2013,~~2013. PSL acts as a local agent for the Company as per the requirements of the Ontario Securities Commission. PSL maintains an office in Toronto, Canada and looks after all corporate, financials and regulatory matters.

~~On April 5, 2013, the Company incorporated another wholly owned subsidiary, Portage Acquisition Inc., in the British Virgin Islands.~~

We have developed a comprehensive website – www.portagebiotech.com which provide information on our people, activities and other corporate details.

Following diagram reflects our current organization structure:

Since the change of business strategy and acquisition of Portage Pharma Ltd in June 2013, as discussed in this report, the Company’s organizational structure changed significantly.

Effective June 4, 2013, Dr. Declan Doogan became the Chief Executive Officer (CEO), replacing Mr. Kam Shah who continues as Chief Financial Officer. The two existing directors –Mr. Dean Bradley and Mr. Brett Rees resigned and were replaced by three new directors; Dr. Declan Doogan, Dr. Gregory Bailey and Mr. James Mellon. Mr. Kam Shah continues as the fourth director. These four directors were re-appointed in the shareholders annual and special meeting of March 7, 2014.

Effective June 4, 2013, a wholly owned subsidiary, PPL was created from merger of two subsidiaries.

PPL management consisted of DR. Bruce Littman as CEO , Dr. Frank Marcoux as Chief Scientific Officer (CSO) and Mr. Kam Shah as CFO. The PPL management reports to the PPL Board of directors comprising Dr. Doogan as Chairman, Dr. Bailey, Mr. Shah, Dr. Littman and DR. Marcoux. PPL also created a scientific advisory board (SAB) consisting of Dr. Sankar Ghosh, DR. Michael Caplan and DR. Burt Adelman. In addition, PPL has seven consultants comprising scientists and researchers.

Biohaven where the Company has approximately 54% has independent management comprising Dr. Declan Doogan as Executive Chairman and Dr. Robert Burman as CMO. Its board of directors comprise Dr. Doogan as Chairman, Dr. Bailey , Mr. Shah, Dr. Vlad Coric and Mr. Childs. Mr. Mellon and Dr. Berman are alternative directors. The SAB comprise Dr. John Krystal and Dr. Gerard Sanacora and Dr. Maurizio Fava.

PSL is a Canadian subsidiary which provides regulatory and corporate services to the Company. Mr. Shah who is based in Toronto looks after all the services and was assisted by an assistant controller who resigned in July 2014. Mr. Shah works with Dr. Bailey and Dr. Doogan who provide the duel control on the operational matters.

~~(D) PROPERTY PLANTS AND EQUIPMENT~~A brief biodata of the key people in our organization is provided below:

Declan Doogan M.D. – Director and CEO

•	Has more than 30 years’ experience in the global pharmaceutical industry.

•	He joined Pfizer in 1982, where he held a number of senior positions in R&D in the USA, UK and Japan. He retired from Pfizer in 2007 as the Senior VP Head of World Development. Subsequently

•	Was interim CEO and CMO at Amarin.

•	Holds visiting professorships at Glasgow, Kitasato (Tokyo) and Cork Universities . He received his Medical degree from Glasgow University.

WeKam Shah CA, CPA (CANADA), CPA (US), CGMA (US) –CFO and Director

•	Senior financial executive with over 25 years of corporate finance,

•	Was senior manager with two of the largest accounting firms, Ernst & Young and Price Waterhouse Coopers

•	Worked in industry under various roles from an office manager to CEO, CFO of public companies.

Gregory Bailey M.D. – Chairman

•	Former director and financier of Medivation Inc. (MDVN: NASDAQ).

•	Co-founder, of Ascent Healthcare Solutions: VirnetX Inc internet security (VHC: AMEX) and Duramedic Inc. a medical products company.

•	Has Medical Doctorate from the University of Western Ontario.

Jim Mellon – Director

•	Director of multiple public companies: In the biopharma sector Miraculins, Plethora Solutions, and the Summit Corporation.

•	Chairman of AIM listed Port Erin Biopharma Investments, a fund specialising in biopharma investments

•	The author of the best-selling book “Cracking the Code.

•	Other listed company directorships include chairman of Manx Financial Group and Speymill, co-chairman of both Regent Pacific Group and West African Mining Corporation, and a board member of Brazilian Gold Corporation, Charlemagne Capital and Condor Resources.

Bruce H. Littman, MD – CEO

•	Former Pfizer VP Global Translational Medicine

•	Over 30 years pharmaceutical company and academic research experience

Frank W. Marcoux, Ph.D. - CSO

•	Former Pfizer VP Quantitative and Innovative Medicine WW Development and former VP Biology Discipline WW Discovery

•	Over 25 years pharmaceutical company and academic research

Vlad Coric, MD – Director

•	Has over 14 years of clinical trial experience as the Chief of Inpatient Services at the Yale Clinical Neuroscience Research Unit.

•	An Associate Clinical Professor of Psychiatry at the Yale

•	A co-inventor of Yale intellectual property related to the use of glutamate modulating agents

•	Earned his medical degree at Wake Forest University School of Medicine, and received his BS from University of Connecticut in Physiology and Neurobiology.

•	Has over 45 peer-reviewed journal and book publications.

Robert Berman , MD - CMO

•	Almost 30 years of neuroscience research

•	13 years of clinical development experience (Pfizer and Bristol-Myers Squibb)

•	Professor of Psychiatry (Adjunct), Yale School of Medicine

•	Over 60 peer-reviewed publications – including first clinical trial with ketamine in patients with depression and leading the registrational program to obtain the first indication for a neuroleptic in the adjunctive treatment of major depressive disorder

•	BA, Molecular Biophysics and Biochemistry, Yale University

•	M.D., Mount Sinai School of Medicine

John Krystal, M.D.

•	Chairman of Psychiatry and Professor, Yale School of Medicine.

•	Expert in the areas of psychopharmacology, glutamatergic neurotransmission, alcoholism, schizophrenia, and post-traumatic stress disorders.

Gerard Sanacora, M.D., Ph.D.

•	Professor of Psychiatry and Director of the Yale Depression Research Clinic

•	Expert in elucidating the pathophysiological mechanisms associated with mood and other neuropsychiatric disorders.

Maurizio Fava M.D.

•	Director, MGH Clinical Research Program (CRP), Executive Vice Chair for the MGH Department of Psychiatry, Executive Director, MGH Clinical Trials Network and Institute, Director, and Slater Family Professor of Psychiatry at Harvard Medical School

•	Expert in affective disorders and clinical trial design – with over 600 original articles

(D) PROPERTY PLANTS AND EQUIPMENT

Our subsidiary, Portage Services Ltd., currently ~~lease~~leases office space at 47 Avenue Road, Suite 200, and Toronto, Ontario, Canada for approximately $2,300 per month. The leased area is approximately 950 square feet. Our current lease agreement is a month to month arrangement.

ITEM 4A – UNRESOLVED STAFF COMMENTS

None.

ITEM 5 – OPERATING AND FINANCIAL REVIEW AND PROSPECTS

(A) OPERATING RESULTS

The following discussion should be read in conjunction with the Audited Financial Statements of the Company and notes thereto contained elsewhere in this report.

Results of operations

Year ended March 31	2013	2012	2011
	in 000' CDN $	in 000' CDN $	in 000' CDN $	Year ended March 31,2014	May 23, 2012 to March 31, 2013
Income	100	-	-
				in 000' US $	in 000' US $
Expenses	(1,572)	(2,470)	(3,780)	(6,627)	(29)
	(1,472)	(2,470)	(3,780)	(6,627)	(29)
Non-controlling interests	-	-	51	(322)	-
Net loss attributable to shareholders	(1,472)	(2,470)	(3,728)	(6,305)	(29)
Deficit at end of year	(44,933)	(43,461)	(40,991)	(6,334)	(29)

Overview

~~Key activities during fiscal~~Significant changes in the business strategy and organizational changes are explained under item 4 (B) and (C) of this report. Three other operational matters consisted of reverse acquisition transaction, change in the functional and reporting currency and investment in Biohaven. These are further elaborated below:

Reverse Acquisition Transaction

On June 4, 2013, ~~were:~~the Company completed an acquisition with PPL pursuant to which a wholly owned subsidiary of the Company, Portage Acquisition Inc. and PPL amalgamated, resulting in the Company owning all of the issued and outstanding shares of the amalgamated entity.

Pursuant to a Share Exchange Agreement, Bontan issued 81,759,076 common shares and 71,456,420 warrants to PPL shareholders in exchange for PPL shareholders transferring all their shares in favour of Portage Acquisition Inc. Warrants can be exercised within two years at an exercise price of US$0.29 to acquire an equal number of common shares of the Company. In addition, Bontan also issued 9,811,091 shares to a company as compensation for financial advisory services rendered in connection with the transaction. The fair value of these shares of $ 3,826,325 was expensed.

Although the transaction resulted in PPL becoming a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition in as much as the shareholders of PPL own a substantial majority of the outstanding common shares of the Company and three out of four members of the Board of Directors of the Company are PPL shareholders. As a result, PPL controls the Company.

The transaction has therefore been accounted for as a reverse acquisition in accordance with guidance provided in International Financial Reporting Standards (“IFRS”) 3 Business Combinations and IFRS 10 Consolidated Financial Statements.

These consolidated financial statements include:

~~On June 29, 2012,~~The assets and liabilities of PPL at their pre-acquisition carrying amounts as at March 31, 2014 and expenses for the Company disposed of, under a settlement agreement, its indirect 4.70% working interest in two off-shore drilling licenses in the Levantine Basin through its holding of 76.79% equity interest in Israel Petroleum Company Limited (“IPC Cayman”).year ended on that date

~~On December~~The assets and liabilities of Bontan as at March 31, ~~2012, the Company fully abandon all efforts in pursuing further recovery under the settlement agreement after learning of the failure of two exploratory wells under the drilling licences~~2014 and expenses from June 4, 2013 to ~~identify any oil or gas. All costs previously capitalized relating to the Israeli Project were off set against cash received and warrants cancelled, resulting in a net recovery of $230,455.~~March 31, 2014.

~~In December 2012,~~Share capital representing the ~~Company announced a new focus on business within~~total number of shares issued by the ~~biotechnology industry and on March 12, 2013 it signed a letter of intent with Portage Pharma Ltd, a biotech private limited company formed under the laws~~Company.

Value of the ~~British Virgin Islands (“Portage”)~~share capital was computed by adding to ~~acquire Portage through exchange~~the value of ~~shares. The transaction was completed~~the share capital of PPL on the date of acquisition, June 4, ~~2013.~~2013, the fair value of Bontan as allocated to shares issued on the date of acquisition, and adjusted to any exercise or issuance of shares, warrants and options during the year ended March 31, 2014.

e.	Comparative figures are those of PPL.

~~During most part~~The fair value of fiscal 2012, we were mainly engaged in negotiations with IPC Cayman management to work out an acceptable out of court settlement and to end all legal disputes. A settlement agreement was reached in December 2011 and we were able to get US$475,000 and an overriding royalty interest of 0.25%the consideration is determined based on the ~~two licenses. However, the settlement agreement~~fair value of net assets acquired by PPL, which was ~~extended and revised and finally closed on June 29, 2012. Further details of these agreements are explained elsewhere in this report.~~computed as $2,869,815, as follows:

Cash	$3,006,593
Office equipment and furniture	5,286
Other assets	153,963
Liabilities	(296,027)

Fair value of consideration	2,869,815

The fair value of the consideration was allocated:

To shares issued $1,761,413

To warrants issued $1,108,402

Functional and presentation currency

On June 4, 2013, the Company did an analysis applying the primary and secondary indicators in IAS 21 and determined that, as a result of the reverse acquisition transaction discussed in Note 2 and change of its jurisdiction to BVI; its economic circumstances have changed. The Company is expected to incur substantially all expenses in US Dollars and expects future revenues in US Dollars.

The management therefore concluded that the US Dollar is the most appropriate functional currency for all operations. The Company has also decided to change its presentation currency to the US Dollar.

~~Key activities during the fiscal 2011 were:~~

a.	~~We completed our private placement which began in December 2009 in April 2010 and raised an additional approximately $2.3 million.~~

b.	~~The following key development occurred on the Israeli project –~~

·	~~Signing of a joint operating agreement with an operator on October 6, 2010.~~

·	~~Securing a drill rigs for potential drilling of an exploratory well in early 2012.~~

·	~~Securing extension on the Sara and Myra licenses to July 13, 2012 from Petroleum Commissioner in Israel in May 2011.~~

·	~~Completing 3D analysis in July 2011.~~

c.	Our subsidiary IPC Cayman set up IPC Israel in May 2010 and as a result, it became limited partner and we lost control over the financial reporting process of IPC Cayman and decided to deconsolidate the results of IPC Cayman effective May 18, 2010.

d.	We initiated extensive legal actions against the manager of IPC Cayman and against Shadieli Ltd., an Israeli shell in which the manager of IPC Cayman agreed to roll all the interest in IPC Israel for 90% equity without our knowledge or consent.

~~Income -~~ ~~During~~The effect of the ~~year ended March 31, 2013, the Company received an extension fee of US$100,000 which~~above change in functional currency has been ~~included~~accounted for prospectively as ~~other income. No revenue was recognized during~~ provided under IAS 21 the ~~years ended March 31, 2012 and 2011~~effect of changes in foreign exchange rates. Accordingly, all Non-US dollar items were translated into US dollars using the exchange rate as of June 4, 2013. The resulting translated amounts for non-monetary items were treated at their historical costs.

Investment in Biohaven

Biohaven was incorporated in the British Virgin Island on September 25, 2013. Biohaven is engaged in the identification and development of clinical stage neuroscience compounds targeting the glutamatergic system. Biohaven founders who held a worldwide license from Yale University to use intellectual property relating to the use of certain glutamate modulating agents in the treatment of neuropsychiatric disorders, transferred it to Biohaven and acquired 9,400 shares of common stock of Biohaven.

On January 6, 2014, the Company entered into Securities Purchase agreement and Stockholders agreement with Biohaven. Under the terms of these agreements, Portage was issued 11,504 shares at $304.24 per share for a total price of $ 3.5 million. Biohaven agreed to allow Portage to pay the purchase price in four installments - $1,750,000 on signing, $ 750,000 on August 1, 2014, $ 500,000 on December 3, 2014 and the balance $ 500,000 on February 4, 2015. The first payment was made upon signing. The remaining payments, if not made on time, will result in Portage having to surrender its Biohaven shares proportionately.

A new board of directors was appointed effective January 6, 2014 which comprised five members, three of whom, Dr. Doogan, Dr. Bailey and Mr. Shah are the directors of Portage. Dr. Doogan is one of the founding shareholders of Biohaven.

Given that as at March 31, 2014, Portage held 11,504 shares out of total issued shares of 21,304 – 54% equity and has three of its directors forming majority of directors on the board of Biohaven, the Company consolidated the results of Biohaven.

The consolidated expenses include Biohaven expenses of approximately $700,000 of which 46% or approximately $ 322,000 was attributed to non-controlling interest.

Interest of the non-controlling interests on the date of acquisition was valued at $ 3 million based on the their 46% equity being valued on the basis of the price we paid for 54% equity in Biohaven. In absence of any net tangible assets in Biohaven on the date of the acquisition, the entire amount was treated as goodwill as per IFRS 3 – business combinations.

Changes in the fair value of goodwill that result from additional information obtained during the measurement period (maximum one year from the acquisition date) about facts and circumstances that existed at the acquisition date will be adjusted retrospectively against goodwill. nO such adjustment was considered necessary as at March 31, 2014.

Expenses

The overall analysis of the expenses is as follows: ( in 000’$)

Fiscal year ended March 31

2013 2012 2011

Operating expenses $     553,428 $       249,690 $       379,636
Exploration and evaluation expenditure recovery (230,455)
Consulting fee & payroll 788,965      478,765      818,637
Exchange loss 51,179 8,653 20,688
Write off of short term investment 162,291 776,774 386,672
Loss (gain) on disposal of short term investments (558) 84,176 948,189
Professional fees 244,879 870,571 1,221,720
Bank charges, interest and fees 2,222 1,749 4,096
$     1,571,951 $       2,470,378 $       3,779,638

	Year ended March 31, 2014	May 23, 2012 to March 31, 2013

Acquisition related costs	3,839	-
Consulting fees	1,162	-
Research & development	$ 1,136	$ 27
Professional fees	336	-
Other costs	154	2
	$ 6,627	$ 29

~~Operating Expenses~~

Fiscal year ended March 31 2013 2012 2011

Travel, meals and entertainment $ 174,142 $ 32,114 $131,976
Shareholder information 284,606 131,575 148,610
Other 94,680 86,001 99,050

$ 553,428 $ 249,690 $379,636

~~Travel, meals and entertainment~~

Approximately $ 160,000 was reimbursed to Mr. Terence Robinson, the key consultant for his expenses and travels in Europe and Israeli in connection with the Israeli project and exploring new business opportunities in biotechnology during fiscal 2013. Mr. Robinson’s contract was terminated effective April 1, 2013.

Travel, meals and entertainment expenses for fiscal 2012 were substantially incurred by our CEO, Kam Shah and the key consultant, Mr. Terence Robinson and other consultants and lawyers in visiting Israel in connection with the Israel Project. As explained earlier, most part of fiscal 2012 was spent in litigation and negotiations for an out of court settlement which involved minimum travels. These expenses were therefore significantly less in fiscal 2012 compared to fiscal 2011.

Increased travel costs during fiscal 2011 was caused by several visits to Israel and Grand Cayman in connection with our litigations in those places and also visiting Vancouver, USA and UK in earlier part of the fiscal year in connection with the Israeli Project and fund raising efforts.

~~Shareholder information~~

~~Shareholder information costs comprise investor and media relations fee, costs of holding annual general meeting of the shareholders and various regulatory filing fees.~~

Major cost (approximately 95%) consists of media relation and investor relation services provided by Current Capital Corp. (“CCC”) under contracts dated July 1, 2004, for a total monthly fee of US$10,000. Current Capital Corp. is a shareholder Corporation where the Chief Executive and Financial Officer of the Company provide accounting services.

During fiscal year, CCC was paid $ 119,192 towards media and investor relation services, which is consistent with payments made in fiscal years 2012 and 2011. In addition, CCC was paid $ 150,000 on March 31, 2013 as an additional fee for cancellation of all future finder’s fee claims on proceeds of any warrants to be exercised. Contracts with CCC were terminated effective March 31, 2013.

~~Other operating costs~~

~~These costs include rent, telephone, Internet, transfer agents fees and other general and administration costs.~~

~~There was no major change on a year over year basis.~~

Consulting fees and payroll

2013 2012 2011

Fees settled in common shares 179,141 7,171 91,714
Fee settled by issuance of options - - 181,329
Fee settled in cash 562,018 425,436 505,856
Payroll 47,806 46,158 39,738
$ 788,965 $ 478,765 $ 818,637

Consulting fees for fiscal 2013 include 3,045,000 shares issued under the existing Consultant Stock Compensation Plans to the CEO- Kam Shah, two consultants –Terence Robinson and John Robinson and two independent directors as bonus on successful resolution of the litigation and settlement relating to the Company’s interest in the Israeli project. These shares were valued at market on the date of their issuance. Cash fee also included a bonus of $ 50,000 paid to the CEO –Kam Shah and $ 40,000 each paid to the two consultants, Terence Robinson and John Robinson for early termination of their consulting contracts which were terminated effective April 1, 2013.

The Company did not issue any shares or options to any consultants during the fiscal year 2012.Cash fee consisted of consulting fee charged by the CEO, audit committee members and two other consultants and were consistent with prior fiscal year. Payroll included value of $3,120 representing 50,000 shares granted under a compensation plan to an employee.

~~Major reduction~~

Acquisition related costs

Acquisition related costs include approximately $ 3.8 million paid to a company as compensation for financial advisory services rendered in ~~consulting fee during~~connection the ~~fiscal year 2012 was mainly due to non-consolidation~~acquisition of ~~IPC Cayman. The previous year’s fees included fees~~Portage Pharma Ltd., detailed under Overview section of this report. This consists of issuance of approximately ~~$266,000~~9.8 million common shares of the Company on June 4, 2013 valued at $0.39 being the quoted market price of the common shares on the date of their issuance.

Approximately $ 13,000 fee was paid in cash to ~~the IPC Cayman consultants.~~various independent consultant for due diligence on Biohaven, detailed under Overview section of this report and other potential investment targets.

The ~~following details relate~~cost was expensed as per IFRS 3.

Consulting fees

Fees include cash fee, shares and options issued to key management, directors and others as detailed in Note 11 to the ~~fiscal~~consolidated financial statements for the year ~~2011:~~ended March 31, 2014.

CFO was paid cash fee of $102,458. He along with the CEO and the chairman who provided business development and investor relations services were issued 4 million common shares valued at $691,000 based on the quoted market price of the shares on the dates of their issuance.

Four directors of the Company were also issued 2.9 million options , valid for five years and are convertible into equal number of common shares at a conversion price of $0.20 and are to be vested in equal monthly instalments over the year ending December 31, 2014. These options were valued at approximately $232,000 based on a Black-Scholes option pricing model.

Key management opted to accept shares and options instead of cash fee to ensure cash is available for outside consultants and for research and development costs.

Research & development

These costs comprised the following:

	Year ended March 31, 2014	May 23, 2012 to March 31, 2013
	in 000$
licenses fee	26
patent registration (a)	29
Consulting fee ( c)	365	27
fee paid by Biohaven under a service contract (b)	500
Other outside services - lab tseting, peptide production etc.	215
	$ 1,135	$ 27

a.(a)

~~Fees settled by shares include 120,000 shares issued~~Company’s subsidiary PPL paid the license fee to ~~two independent consultants and 15,000 shares issued to the employee~~a non related entity in respect of ~~their services during the year.~~ANTP license under License Agreement dated January 25, 2013.

b.(b)

~~950,000 options were issued~~Biohaven has signed a Master Service Agreement on January 31, 2014, as subsequently amended in ~~August 2010~~April 2014, with Biohaven Pharmaceuticals Inc, a private Delaware incorporated research and development company (“BPI”). BPI is owned by non-controlling shareholders of Biohaven and is engaged by Biohaven to ~~eight consultants~~conduct, on behalf of Biohaven, research and ~~valued at $ 181,329 using Black-Scholes option price model. 300,000~~development services relating to identification and development of ~~these options were issued to three directors. These options expire in five years and can be exercised to acquire equal number of common shares at an exercise price of US$0.35 per share.~~clinical stage neuroscience compounds targeting the glutamatergic system.

c.(c)

~~Cash~~Consulting fee includes fees totaling to approximately ~~$402,000~~$306,000 paid to the CEO and ~~two key consultants, Mr. Terence Robinson~~CSO of PPL . Fee includes value of the vested options of approximately $57,000 and ~~Mr. John Robinson.~~balance in cash.

~~Write down of short term investments~~

During fiscal 2013, the Company’s short term investments included four securities whose market price showed continuous decline and were therefore written down by approximately $162,000 at March 31, 2013 and then disposed of prior to the end of the fiscal year. As a result, the Company holds no further investments as at March 31, 2013.

The Company’s investment portfolio had five marketable securities at the beginning of the fiscal year 2012, one of which was fully written off. Another security was adjusted down by $ 111,000 to its fair value and later sold. The remaining three securities were still being held at the fiscal year end. However, their fair value declined significantly and the decline was considered other than temporary and therefore management decided to write off approximately $ 665,000 against carrying costs of these securities.

As at March 31, 2011, the Company’s short term investment portfolio included four securities whose market price showed continued decline which was considered other than temporary. The carrying costs of these securities were therefore written down by $386,672 in line with their market value as at March 31, 2011.

~~Loss (Gains) on disposal of short term investments~~

~~During fiscal 2013, three marketable securities with adjusted costs of approximately $45,800 were disposed for $46,300, resulting in a net realized gain of approximately $500.~~

During the fiscal 2012, four marketable securities with adjusted costs of approximately $747,000 were disposed of for $663,000, resulting in a net realized loss of approximately $ 84,000. The disposals were made to generate more cash flow to meet litigation and operational costs.

During the fiscal year 2011, nine securities with carrying cost of $1.9 million were disposed of for approximately $1 million. Three securities alone had a combined loss of approximately $ 796,000. The significant disposal was mainly caused by the need for additional cash to meet litigation costs.

Professional fees

Professional fees consisted ~~of:~~of Audit and related fee of approximately $47,000 and legal fee of approximately $289,000. There were no legal fees during the period from May 23, 2012 to March 31, 2013.

2013 2012 2011
(in $000’)
Audit & Related fees $ 33 $ 66 $ 70
Legal 212 915 1,152
Insurance claim received against legal costs - (110) -
$ 245 $ 871 $ 1,222
Legal fee includes approximately $181,000 relating to legal work charged to Biohaven.

~~Professional fees for fiscal 2013 included audit~~A relatively high legal fee of $ 45,000 which was partly offset by reversal of previous year’s excess provision of $ 15,000 and approximately $ 182,000 in legal fees relating to litigations against IPC Cayman which eventually resulted in settlement in June 2012.

As explained elsewhere in this report, the Company was forced to initiate legal actions against the manager of its subsidiary, IPC Cayman to protect its interest in Israeli project. The litigation initiatives required the Company to hire expensive lawyers in Israel, USA and Cayman Islands. Litigation proceedings began in December 2010 until May 2011 and after that out of court settlement negotiations began which also required heavy involvement of the same lawyers. Thus, for both the fiscal years 2012 and 2011, legal costs were the major costs for the ~~Company.~~

During the fiscal 2012, we were able to successfully claim some of the legal costs incurred in the past from our insurance company under the directors and officers insurance, which approved a net of $110,000 against our claim.

~~Bank charges, interest and fees~~

~~Small increase in charges during the fiscal 2013 compared to fiscal 2012~~year ended March 31, 2014 was largely due to ~~higher volume of wire transfers resulting in higher wire handling fees.~~

~~Charges were substantially lower in 2012 compared to 2011 due to limited number of transactions. Besides, 2011 included interest~~ costs of ~~approximately 1,500 related~~incorporations in the British Virgin Islands, jurisdictional changes, initiations of various documents relating to ~~loans settled in that fiscal year.~~acquisitons and service contracts, which had to go through several amendments and extensive negotiations and general regulatory services.

(B) Liquidity and Capital Resources

Working Capital

As at March 31, ~~2013,~~2014, the Company had a net working capital of approximately ~~$3.0~~$2.1 million compared to a working capital of ~~$4.9 million~~approximately $470,000 as at March 31, ~~2012.~~2013. The ~~lower~~increase in working capital ~~at the end of fiscal 2013 resulted from full adjustment of net exploration and evaluation expenditure recoverable of approximately $5.4 million on settlement during fiscal 2013through~~is largely due to cash ~~receipt of $ 5 million and settlement of liabilities – mostly pending legal costs –~~ of approximately $ ~~600,000.~~

3 million received on acquisition accounted for as reverse acquisition as explained under Overview section of this report.

Operating cash flow

During the fiscal year 2014, operating activities required a net cash outflow of approximately $1.9 million, which primarily include research and development costs of approximately $ 1.1 million incurred by its operating subsidiaries – PPL and Biohaven. The balance comprised mainly legal costs and consulting.

During the fiscal period May 23, 2012 to March 31, 2013, operating activities required a net cash outflow of approximately ~~$1.8 million~~$17,000 mainly due to ~~the payments made toward accounts payable. This was~~consulting fee.

Operating costs were met from the ~~funds~~cash received ~~under settlement in respect of exploration and evaluation expenditure recoverable.~~on acquisition as explained above.

~~During the fiscal year 2012, operating activities~~The Company is in pre-clinical stage and is required ~~a net cash outflow of approximately $1.3 million mainly due~~ to ~~increased legal costs and cash fees. This was met from the available cash, cash received form settlement and sale of short term investments.~~

During the fiscal year 2011, operating activities required a net cash outflow of approximately $ 2.6 million which was met from the available cash and cash generated from investments and equity financing.

While the Company’s fixed overhead costs are expected to reduce significantly due to termination of consulting contracts of Messers Robinsons and CCC, the operational costs are expected to increase due to the proposed acquisition of Portage Pharma, which was completed in June 2013 andperform further research and development and also fulfil its financial obligation of $ 1,750,000 to Its subsidiary, Biohaven to retain its 54% equity in Biohaven. The Company has not yet determined whether costs ~~expected on new drug~~incurred and to be incurred are economically recoverable. The Company's continuing operations are dependent upon any one of:

1. the existence of economically recoverable medical or industrial solutions;

2. the ability of the Company to obtain the necessary financing to complete the research; or

3. future profitable production from, or proceeds from the disposition of intellectual property.

Although there are no assurances that management's plan will be realized, management believes the Company will be able to secure the necessary financing to continue operations into the future. However, the consolidated financial statements for the year ended March 31, 2014 includes a going concern note which reflects need for further financing to continue our planned research and development ~~plans.~~work and operating needs of all our subsidiaries.

Investing cash flows

~~During fiscal year,~~There were no investing activities generated a net cash flow of approximately $ 5 million arising from settlement relating to disposal of our indirect 4.70% interest in two offshore drilling licenses in Israel held through the 76.79% equity of IPC Cayman as more fully explained under item 4 (B) - business overview.

During fiscal 2012, investing activities generated net cash flow of approximately $ 1 million. $383,887 was received as part of the original settlement agreement on December 16, 2011 relating to our interest in the Israeli Project. The said agreement was subsequently revised on June 29, 2012 as more fully explained under item 4 (B) – business overview. The balance of approximately $ 700,000 was received from disposal of four of the marketable securities.

During the fiscal year 2011, investing activities generated a net cash flow of approximately $ 630,000. Approximately $ 940,000 was generated through disposal of nine marketable securities to meet approximately $ 310,000 contributed to IPC Cayman towards the exploration costs on the Israeli Project and the balance was used towards operating cash requirements.reporting periods.

Financing cash flows

~~There were no~~During the year ended March 31, 2014, the Company had a net cash inflow of approximately $3.8 million from its financing ~~activities during the fiscal year 2013 and 2012.~~activities.

~~Financing cash flow in fiscal 2011 arose from equity financing~~

Approximately $ 3 million was received as a result of acquisition as more fully explained under Overview section of this report. The Company also realized approximately $ ~~2.1 million which was used to settle short term loans of $ 1.1 million~~295,000 from the PPL shareholders towards their capital commitment made in prior period and $ ~~1 million towards financing~~474,000 were received from exercise of options and warrants by the ~~subsidiary.~~

~~Equity financing in fiscal 2011~~

During the fiscal year 2011, the Company raised a net of $ 2.1 million in private placement which began in November 2009 and ended on April 30, 2010.This private placement required issuance of 12.7 million additional common shares of the company and 13.9 million warrants and a finder’s fee of 10% in cash and warrants.

~~Further 600,000 warrants were exercised during the fiscal 2011 by two shareholders for a total cash price of $60,503.~~Company’s shareholders.

The ~~funds raised were spent in settling all short term loans of approximately $ 1.1 million, in advances made to subsidiary, IPC Cayman of approximately $1 million.~~

~~Approximately $ 5.5 million was raised through two private placements. The first one began in December 2008 and completed in October 2009 and raised~~ net of US$ 450,000. The second one began in December 2009 and until March 31, 2010 raised approximately $ 5 million. This private placed closed on April 30, 2010 and an additional approximately $ 2 million was raised. These private placements were subject to 10% finder’s fee in cash ~~and additional 10% fee in warrants payable to various persons including Current Capital Corp., a related party and Mr. Howard Cooper,~~inflow during the ~~sole director and president of our subsidiary, IPC Cayman.~~

~~Debt funding in fiscal 2011~~

We borrowed short term loans totalling to approximately $1.2 million as at March 31, 2010. These loans carried interest between 5% and 10% per annum. The loans were fully settled with accumulated interest subsequentperiod from May 23, 2012 to March 31, ~~2010 from~~2013 was approximately $ 208,000 representing capital contribution by the ~~additional funds raised through private placement~~PPL shareholders.

~~The~~From May 23, 2012 to date , the Company ~~has not spent any funds on~~through its operating subsidiaries is engaged in pre-clinical studies as detailed under Item 4 (B) business overview of this report. Research and development expenses analysis and details are provided under Item 5 (A) of this report. All research and development expenses are expensed as they are incurred.

PPL holds an exclusive licence in non-oncology fields under patents granted in the USA, Australia, Israel and New Zealand and patents applied for in Japan and Canada, and an exclusive worldwide licence in non-oncology fields and the know-how relating to the Antennapedia protein (ANTP) transduction technology developed by Trojantec for non-oncology products, treatments or medications.

PPL also filed the following two patents during the fiscal ~~years 2013, 2012 and 2011.~~year 2014:

~~(D)~~

(a)	Cargo Peptides and Uses for Antennapedia Homeodomain-based Protein Biological Drugs – new provisional patent for Antennapedia structures and indications.

(b)

Structure, Manufacturing and uses of Human-derived Cell-Permeable Peptides Conjugated with Special Biologically Active Cargo Peptides – Converted 2013 provisional patent into an international patent for our own proprietary human-derived cell permeable peptides to maintain June 11, 2013 priority date with addition of more specific examples with supporting animal data, new specific structures, indications and manufacturing details.

Biohaven holds an exclusive license from Yale University regarding the use of certain glutamate modulating agents in neuropsychiatric disorders.

In May 2014, Biohaven has been issued by the U.S. Patent and Trademark Office (“USPTO”) a notice of allowance related to Biohaven’s intellectual property licensed from Yale University (U.S. Patent Application No. 11/399,188). The patent claims cover the use of certain glutamate modulating agents in the treatment of Generalized Anxiety Disorder (GAD).

D) TREND INFORMATION

There are no other trends, commitments, events or uncertainties presently known to management that are reasonably expected to have a material effect on the Company’s business, financial condition or results of operation other than ~~uncertainty~~ as ~~to the speculative nature of the business~~disclosed elsewhere in this report (Refer to the heading entitled “Risk Factors”).

(E) OFF-BALANCE SHEET ARRANGEMENTS

At March 31, ~~2013, 2012,~~2014, and ~~2011,~~2013, the Company did not have any off balance sheet arrangements, including any relationships with unconsolidated entities or financial partnership to enhance perceived liquidity.

(F) CONTRACTUAL OBLIGATIONS

None.

(G) SAFE HARBOUR

Not applicable.

ITEM 6 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(A) DIRECTORS AND SENIOR MANAGEMENT

The following sets forth the names and province or state and country of residence of our directors and executive officers, the offices held by them in the Corporation, their current principal occupations, all as of July 24, ~~2013,~~2014, the date of this report, their principal occupations during the last five years and the month and year in which they became directors or officers. The term of each director expires on the date of our next annual meeting.

Name, Province/State and Country of Residence and Present Position with ~~Bontan~~Portage (1)	Date became Director/Officer	Principal Occupation Last five years
Dr. Gregory Bailey ~~(4) (5)~~(2) London, UK Chairman of the Board of Director	June 4, 2013	See brief biography below
Dr. Declan Doogan Stonington, CT, USA Chief Executive Officer and Director	June 4, 2013	See brief biography below
Mr. Jim Mellon ~~(4) (5)~~(2) (3) Isle of Man Director	June 4, 2013	See brief biography below
Mr. Kam Shah ~~(4)~~(2) Ontario, Canada Director and Chief Financial Officer	January 3, 1999	May 17, 2004 – June 4, 2013 – Chief Executive Officer of Bontan, March 9, 2010 till date – Sole director, CEO/CFO of ~~Webtradex International Corp.~~ZD Ventures Corporation

(1)	Neither age nor date of birth of directors or executive officers is required to be reported in our home country nor otherwise publicly disclosed.

(2)	~~Mr. Dean Bradley who was the independent director and Chair of the Audit Committee since November 20, 2000 resigned on June 4, 2013.~~

~~(3)~~

~~Mr. Brett Rees who was the independent director and a member of the audit committee since December 8, 2006 resigned on June 4, 2013.~~

~~(4)~~

Member of the Audit and Compensation Committee. Mr. Jim Mellon is the Chair of this Committee.

~~(5)~~(3)

Independent directors

~~(6)~~

~~The consulting contract of Mr. Terence Robinson, a key consultant since May 2004 was terminated effective April 1, 2013.~~

The following are short biographies of our directors and executive officers:

Gregory Bailey M.D. is a co-founder and Chief Business Officer of Portage Pharma Ltd. Co-founder of Ascent Healthcare Solutions, the #1 re-processor of used surgical equipment; VirnetX Inc. (VHC: AMEX), internet security; and Duramedic Inc., a medical products company. He is a former financier of Medivation Inc. (MDVN: NASDAQ) and was a director from 2005 to 2012.

Declan Doogan M.D. is the co-founder and Chairman of Portage Pharma Ltd., Previously the CEO and Head of R&D at Amarin Inc. (AMRN:NASDAQ) and the former Head of Worldwide Drug Development at Pfizer Inc. He has held Visiting Professorships at Harvard School of Public Health, Glasgow University Medical School and Kitasato University (Tokyo) and sits on the boards of Pulmonary Vascular Research Institute UK, Sosei (Japan Biotech), Trojantec (UK, oncology) and Spinifex (Melbourne). He continues to provide medical advice to Amarin Inc.

Jim Mellon: co-founder of Portage Pharma Ltd. Jim holds directorships in a number of publicly quoted companies, many of which are in the biopharma sector including Miraculins, Plethora Solutions, and the Summit Corporation. He is also chairman of AIM listed Port Erin Biopharma Investments, a fund specialising in biopharma investments and is the author of the best-selling book “Cracking the Code” which charts the developments within the biotech industry. Jim’s other listed company directorships include chairman of Manx Financial Group and Speymill, co-chairman of both Regent Pacific Group and West African Mining Corporation, and a board member of Brazilian Gold Corporation, Charlemagne Capital and Condor Resources.

Kam Shah worked with PricewaterhouseCoopers LLP and Ernst & Young. He is a US Certified Public Accountant and a Canadian Chartered Accountant. He has over fifteen years of international experience in corporate financial analysis, mergers & acquisitions.

Family Relationships

There are no family relationships between the directors and executive officers.

Other Relationships

There are no arrangements or understandings between any major shareholder, customer, supplier or others, pursuant to which any of the above-named persons were selected as directors or members of senior management except that as per the terms of the Share Exchange Agreement with Portage Pharma Ltd dated May 21, 2013. Board of Director of ~~Bontan~~Portage will nominate Mr. Kam Shah as director for at least three years and Mr. Shah will be employed as CFO for the term of two years and in a mutually acceptable capacity for the third year.

(B) COMPENSATION

The compensation payable to directors and officers of the Company and its subsidiary is summarized below:

1. General

The Company does not compensate directors for acting solely as directors. Except as described below, the Company does not have any arrangements pursuant to which directors are remunerated by the Company or its subsidiary for their services in their capacity as directors, other than options to purchase shares of the Company which may be granted to the Company’s directors from time to time and the reimbursement of direct expenses.

The Company does not have any pension plans.

2. Statement of Executive Compensation

The following table and accompanying notes set forth all compensation paid by the Company to its directors, senior management and key consultants for the fiscal years ended March 31, ~~2013,~~2014, 2013. Since the acquisition of Portage Pharma Ltd has been accounted as reverse acquisition as explained earlier in this report, details for the prior period related to Portage pharma Ltd which was incorporated on May 23, 2012 ~~and 2011:~~

ANNUAL COMPENSATION LONG-TERM COMPENSATION
Awards Payouts
Name and principal position Year Fee Bonus(3) Other annual compensation(6) Securities under options/SARs Granted (1) & (4) Shares or units subject to resale restrictions LTIP (2) payouts all other compensation (5) Total compensation
($) ($) ($) $ ($) ($) ($) ($)
Kam Shah
CEO/CFO 2013 180,000 98,840 5,071 283,911
CEO/CFO 2012 180,000 - 6,748 186,748
CEO/CFO 2011 180,000 38,175 5,083 223,258
Terence Robinson
Consultant 2013 120,000 63,371 40,000 5,071 228,442
Consultant 2012 120,000 6,748 126,748
Consultant 2011 120,000 5,083 125,083
Dean Bradley**
Independent director 2013 4,993 9,883 14,876
Independent director 2012 5,000 - 5,000
Independent director 2011 5,000 9,544 14,544
Brett Rees**
Independent director 2013 5,000 12,335 17,335
Independent director 2012 5,000 - 5,000
Independent director 2011 5,000 9,544 14,544

	ANNUAL COMPENSATION				LONG-TERM COMPENSATION
					Awards		Payouts
Name and principal position	Year	Fee (3)	Bonus	Other annual compensation(6)	Securities under options/SARs Granted (1) & (4)	Shares or units subject to resale restrictions (4)	LTIP (2) payouts	all other compensation (5)	Total compensation
		($)	($)	($)	$	($)	($)	($)	($)
Declan Doogan
CEO	2014				135,743	270,000			405,743
CEO	2013	-			-			-	-
Kam Shah
CFO	2014	253,458			67,871			-	321,329
Gregory Bailey
Chairman/Business development	2014				135,743	270,000			405,743
Chairman/business development	2013	-			-				-
James Mellon
Independent director	2014	-			54,297				54,297

Notes:

1.	“SAR” means stock appreciation rights. The Company never issued any SARs

2.	“LTIP” means long term incentive plan.

3.	~~Bonus included $48,840 paid~~Fee includes issuance of 1 million shares to ~~Kam~~Mr. Shah ~~$63,371 to Terence Robinson and $12,335 to Brett Rees in shares issued under Consultants Stock Compensation Plans.~~valued at $151,000.

~~For the fiscal 2011, options included additional costs due~~Consists of 1.5 million restricted shares each to ~~changes in the terms~~Dr. Doogan and Dr. Bailey valued at $270,000 each for services rendered. Restrictive legend can only be removed by either filing a registration statement or seeking exemption under Rule 144 of the ~~previously issued options. The additional cost was estimated using Black-Scholes option price model.~~Securities Act.

~~All other compensation consists~~

Total of ~~group insurance benefit payments made~~2.9 million options were issued to the four key executives. One million each to Dr. Doogan and Dr. Bailey, 500,000 to Mr. Shah and 400,000 to Mr. Mellon. . These options are valid for five years and are convertible into equal number of common shares of the Company at an exercise price of $0.20 per common share. The Options were registered with the US Securities and Exchange Commission on ~~behalf.~~December 19, 2013 and will vest in equal instalment over the twelve months ending December 31, 2014.

6.	~~$ 40,000 was paid to Terence Robinson for early termination of his consulting contract effective April 1, 2013~~

**	~~Dean Bradley and Brett Rees resigned as directors effective June 4, 2013.~~

Long Term Incentive Plan (LTIP) Awards

The Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities) was paid or distributed to the Named Executive Officers during the most recently completed financial year.

Defined Benefit or Actuarial Plan Disclosure

There is no pension plan or retirement benefit plan that has been instituted by the Company and none are proposed at this time.

Indebtedness of Directors, Executive Officers and Senior Officers

None.

Directors’ and Officers’ Liability Insurance

The Company has purchased, at its expense, directors and officers liability insurance policy to provide insurance against possible liabilities incurred by them in their capacity as directors and officers of the Company.

Directors may be appointed at any time in accordance with the by-laws of the Company and then re-elected annually by the shareholders of the Company. Directors receive no compensation for serving as such, other than stock option and reimbursement of direct expenses. Officers are elected annually by the Board of Directors of the Company and serve at the discretion of the Board of Directors.

The Company has not set aside or accrued any amount for retirement or similar benefits to the directors.

Mandate of the Board

The Board has adopted a mandate, in which it has explicitly assumed responsibility for the stewardship of ~~Bontan Corporation Inc.~~Portage. In carrying out its mandate the Board holds at least ~~four meetings annually.~~one meeting every month. The frequency of meetings, as well as the nature of the matters dealt with, will vary from year to year depending on the state of our business and the opportunities or risks, which we face from time to time. The Board held a total of 1412 meetings, mostly by way of conference calls, during our financial year ended March 31, ~~2013.~~2014. To assist in the discharge of its responsibilities, the Board has designated one standing committee: an Audit ~~Committee, which was re-named as Audit~~ and Compensation Committee effective June 27, 2013.as more particularly discussed below.

Audit and Compensation Committee (“ACC”)

The members of the ACC consist of Jim Mellon, Greg Bailey and Kam Shah. Jim Mellon and Greg Bailey are the independent directors and Kam Shah is an executive director. Jim Mellon is the chairman of the Committee. The ACC was approved in the board meeting on June 27, 2013. ~~Prior to~~

Two new Charters were adopted on June 27, 2013 – Charter of the ~~Company had an~~ACC relating to compensation matters and Charter of the ACC relating to Audit ~~Committee consisting of Dean Bradley and Brett Rees, two independent directors who resigned effective June 3, 2013.~~matters. These Charters are included in the Exhibits to this report.

The ACC relating to audit matters is charged with overseeing the Company's accounting and financial reporting policies, practices and internal controls. The committee reviews significant financial and accounting issues and the services performed by and the reports of our independent auditors and makes recommendations to our Board of Directors with respect to these and related matters.

~~The Company’s Audit Committee’s charter was detailed in the annual report for fiscal 2005. The Charter became effective on August 2, 2005.~~

Audit Committee charter assists the Board in fulfilling its responsibilities for our accounting and financial reporting practices by:

·	reviewing the quarterly and annual consolidated financial statements and management discussion and analyses;

·	meeting at least annually with our external auditor;

·	reviewing the adequacy of the system of internal controls in consultation with the chief executive and financial officer;

·	reviewing any relevant accounting and financial matters including reviewing our public disclosure of information extracted or derived from our financial statements;

·	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

·	pre-approving all non-audit services and recommending the appointment of external auditors; and

·	reviewing and approving our hiring policies regarding personnel of our present and former external auditor

·	Reviewing and approving all employee and consultants contracts, bonuses and other compensation matters

A ~~copy of the Audit Committee~~CC Charter ~~can be requested by calling (416) 929-1806.~~

~~The Company is in the process of preparing an updated Charter~~relating to compensation matters will monitor incentive and equity based compensation plans for the ~~ACC.~~

executives based on their periodic performance evaluation.

Corporate Governance Committee

The Company does not have a separate corporate governance committee. The management in conjunction with the ACC has developed and updated corporate governance practices and policies, code of ethics and corporate disclosure policy which form part of our internal control over financial reporting manual. The goal is to provide a mechanism that can assist in our operations, including but not limited to, the monitoring of the implementation of policies, strategies and programs and the development, continuing assessment and execution of the Company’s strategic plan.

(D) EMPLOYEES

The Company presently has ~~one employee who serves as assistant to the chief financial officer.~~no employee. It uses the services of consultants from time to time.

(E) SHARE OWNERSHIP

The Company usually creates two Plans, Consultants Stock Compensation Plan and Stock Option Plan.

As at July 24, ~~2013,~~2014, the date of this report, the Company had one active Consultants Stock Compensation Plan and ~~four~~two active Stock Option Plans. Details of these Plans and movements therein during the fiscal ~~2013~~2014 are given in Notes ~~6(c)~~6(e) and ~~7(a)~~7(b) respectively to the consolidated financial statements for the fiscal ~~2013.~~2014. As of the date of this report, there were ~~5,061,667~~4,061,667 common shares registered under the Consultants Stock Compensation Plan and not yet allotted, and ~~3,388,453~~5,010,000 outstanding options under the Stock Option Plans.

~~All shares and options under previous plans have been issued and fully vested.~~

The objective of these stock plans is to provide for and encourage ownership of our common shares by our directors, officers, consultants and employees and those of any subsidiary companies so that such persons may increase their stake in our company and benefit from increases in the value of the common shares. The Plans are designed to be competitive with the benefit programs of other companies in the

natural resource industry. It is the view of management that the plans are a significant incentive for the directors, officers, consultants and employees to continue and to increase their efforts in promoting our operations to the mutual benefit of both our company and such individuals and also allows us to avail of the services of experienced persons with minimum cash outlay.

The following table sets forth the share ownership of our executive officers and directors as at July 24, ~~2013:~~2014:

	Common Shares Beneficially Owned		Options and Warrants Exercisable for Common Shares			Common Shares Beneficially Owned		Options and Warrants Exercisable for Common Shares
Name	Number	Percentage *	Number	Exercise price - in US$	Expiry date(s)	Number	Percentage *	Number		Exercise price - in US$	Expiry date(s)
Kam Shah	1,597,500	0.91%	350,000	0.15	31-Mar-14	2,359,131	1.31%	200,000	O	0.35	18-Aug-15
			200,000	0.35	18-Aug-15			500,000	O	0.20	12-Dec-18
Declan Doogan						27,711,068	15.33%	22,908,149	W	0.29	06- June- 15
			200,000	0.25	31-Mar-14			1,000,000	O	0.20	12-Dec-18
Greg Bailey						27,711,068	15.33%	22,908,149	W	0.29	06- June- 15
	-	-	650,000	0.10	31-Mar-14			1,000,000	O	0.20	12-Dec-18
Declan Doogan	26,211,068	14.87%	22,908,149	0.29	06- June- 15
Greg Bailey	26,211,068	14.87%	22,908,149	0.29	06- June- 15
James Mellon	26,211,068	14.87%	22,908,149	0.29	06- June- 15	26,211,068	14.50%	22,908,149		0.29	06- June- 15
								400,000	O	0.20	12-Dec-18

~~Non-U.S. Holders~~

~~For purposes of~~purposes.. Further, this ~~summary, a “non-U.S. Holder” is a beneficial owner of Common Shares other than a U.S. Holder. This~~ summary does not address the U.S. federal ~~income~~estate and gift, state, local or non-U.S. tax consequences to U.S. Holders of ~~the acquisition, ownership,~~owning, and ~~disposition~~disposing of ~~Common Shares to non-U.S. Holders. Accordingly, a non-U.S. Holder~~Class A ordinary shares. Prospective investors should consult ~~its~~their own ~~financial advisor, legal counsel, or accountant~~tax advisors regarding the U.S. federal, ~~income, U.S.~~ state and local, as well as non-U.S. income and ~~foreign~~other tax consequences ~~(including the potential application~~ of owning and ~~operation~~disposing of ~~any tax treaties) of the acquisition, ownership, and disposition of Common Shares.~~Class A ordinary shares in their particular circumstances.

~~U.S. Holders Subject to Special U.S. Federal Income Tax Rules and Tax Consequences Other than U.S. Federal Income Tax Not Addressed~~

~~This summary does not address~~

Taxation of distributions

Distributions paid on ordinary shares will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax ~~consequences~~principles). Such dividends paid to a U.S. Holder with respect to ordinary shares generally will be taxable as ordinary income at the time of receipt by a U.S. Holder. Distributions in excess of our current and accumulated earnings and profits will be treated first as a non-taxable return of capital, thereby reducing such U.S. Holder's adjusted tax basis in ordinary shares (but not below zero), and thereafter as either long-term or short-term capital gain depending upon whether the U.S. Holder has held ordinary shares for more than one year as of the ~~acquisition, ownership,~~time such distribution is received. Because we do not maintain calculations of our earnings and ~~disposition~~profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Distributions of ~~Common Shares~~additional ordinary shares to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that are liable for the alternative minimum tax under the Code; (f) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (g) U.S. Holders that acquired Common Shares in connection with the exercisepro rata distribution to all of employee stock options or otherwise as compensation for services; (h) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code; (i) U.S. Holders who are U.S. expatriates or former long-term residents of the United States.; or (j) U.S. Holders that own (directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of the Company. U.S. Holders that areour shareholders generally will not be subject to ~~special provisions under the Code, including U.S. Holders described immediately above, should consult their own financial advisor, legal counsel or accountant regarding the~~ U.S. federal income ~~U.S. state and local, and foreign tax consequences~~tax. The amount of any distribution of property other than cash will be the ~~acquisition, ownership, and disposition~~fair market value of ~~Common Shares.~~

~~If an entity~~such property on the date of distribution. As used below, the term "dividend" means a distribution that ~~is classified as~~constitutes a ~~partnership (or “pass-through” entity)~~dividend for U.S. federal income tax ~~purposes~~purposes.

With respect to non-corporate U.S. Holders, dividends received may be subject to reduced rates of taxation provided that our ordinary shares are readily tradable on a qualifying U.S. securities market and that (i) such U.S. Holder holds ~~Common Shares,~~such ordinary shares for 61 days or more during the 121-day period beginning on the date which is 60 days before the date on which such shares become ex-dividend with respect to such dividends and (ii) the U.S. ~~federal income tax consequences~~Holder is not under an obligation (whether pursuant to ~~such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend~~a short sale or otherwise) to make related payments with respect to existing or substantially similar or related property. Our ordinary shares currently trade on the ~~activities~~OTCQB and are also listed an dtraded on Canadian Securities Exchange , which may be treated as a qualifying securities market. However, there is no assurance that our ordinary shares will remain "readily tradable" and, additionally, such reduced rate will not apply if we are a PFIC for the taxable year in which we pay a dividend or were a PFIC for the preceding taxable year.

Dividends received on the ordinary shares will be treated as foreign source income and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code.

Sale or other taxable disposition of ~~the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for~~shares

For U.S. federal income tax purposes, ~~should consult their own financial advisor, legal counsel~~gain or ~~accountant regarding~~loss realized on the sale or other taxable disposition of ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if a U.S. Holder held ordinary shares for more than one year. Non-corporate U.S. Holders may be eligible for preferential rates of U.S. federal income tax ~~consequences~~in respect of long-term capital gains. The deductibility of capital losses is subject to limitations under the Code.

The amount of the ~~acquisition, ownership, and disposition of Common Shares.~~

~~U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Shares~~

~~Distributions on Common Shares~~

~~General Taxation of Distributions~~

~~A U.S. Holder that receives a distribution, including a constructive distribution, with respect~~gain or loss realized will be equal to the Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent ofdifference between a U.S. ~~Holder’s~~Holder's adjusted tax basis in the ~~Common Shares~~ordinary shares disposed of and ~~(b) thereafter, as gain from~~the amount realized on the sale or ~~exchange of such Common Shares. (See more detailed discussion at “Disposition of Common Shares” below). However,~~other taxable disposition. A U.S. Holder's initial tax basis in its ordinary shares will be the ~~Company may not maintain the calculations of earnings and profits in accordance with~~amount paid for ordinary shares. Such gain or loss generally will be U.S.-source gain or loss for U.S. foreign tax credit purposes.

Passive foreign investment company considerations

Special U.S. federal income tax ~~principles, and each~~rules apply to U.S. ~~Holder should therefore assume that~~persons owning shares of a PFIC. A non-U.S. corporation will be classified as a PFIC in any distributions by the Company with respect to the Common Shares will constitute ordinary dividend income. Dividends received on common shares generally will not constitute qualified dividend income eligible for the “dividends received deduction.”

~~Reduced Tax Rates for Certain Dividends~~taxable year in which, either:

~~A dividend paid by the Company~~

•	at least 75% of its gross income is "passive income"; or

•	at least 50% of the average quarterly value of its total gross assets (which may be determined, in part, by the market value of our ordinary shares, which is subject to change) is attributable to assets that produce "passive income" or are held for the production of passive income.

Passive income for this purpose generally ~~will be taxed at the preferential tax rates applicable~~includes, among other things, dividends, interest, royalties, rents and gains from commodities (other than gains that arise out of commodity hedging transactions, or that are foreign currency gains attributable to ~~long-term capital~~any section 988 transactions, or gains ~~if (a) the Company is~~from commodities sold in an active trade or business) and securities transactions. If a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder fornon-United States corporation owns at least ~~61 days during~~25% by value of the ~~121-day period beginning 60 days before~~stock of another corporation, the ~~“ex-dividend date.” The Company generally will~~non-United States corporation is treated for

purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation's income.

Based on our financial statements, relevant market data and the projected composition of our income and the valuation of our assets, we do not expect to be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (b) the Common Shares are readily tradable on an established securities market in the U.S. However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment Company” (or “PFIC”, as defined below)PFIC for the taxable year ~~during which the Company pays a dividend or~~ending March 31, 2015. Because PFIC status is based on our income, assets and activities for the ~~preceding~~entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for the 2015 taxable year until after the close of the year. ~~Even if~~Moreover, we must determine our PFIC status annually based on tests which are factual in nature, and our status in future years will depend on our income, assets and activities in those years. In addition, because the ~~Company satisfies one or more~~market price of ~~such requirements, as noted below,~~our ordinary shares is likely to fluctuate and because that market price may affect the determination of whether we will be considered a PFIC, there can be no assurance that ~~the Company~~we will not ~~become~~be considered a PFIC for any taxable year.

If, however, we were a PFIC for any taxable year during which a U.S. Holder held ordinary shares, gain recognized by a U.S. Holder upon a disposition (including, under certain circumstances, a pledge) of ordinary shares would be allocated ratably over the U.S. Holder's holding period for such shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax attributable to the allocated amount. Further, to the extent that any distribution received by a U.S. Holder on ordinary shares exceeds 125% of the average of the annual distributions on such shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of ordinary shares. We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections if, contrary to our expectation, we are classified as a PFIC. ~~Thus, there can~~U.S. Holders should consult their tax advisers to determine whether any of these elections would be ~~no assurance that~~available and if so, what the ~~Company will qualify as a QFC. See “Passive Foreign Investment Company Rule” section below.~~consequences of the alternative treatments would be in their particular circumstances.

~~The~~

If we are determined to be a PFIC, the general tax treatment for U.S. Holders described in this paragraph would apply to indirect distributions and gains deemed to be realized by U.S. Holders in respect of any of our subsidiaries that also may be determined to be PFICs.

If a U.S. Holder owns ordinary shares during any year in which the Company ~~has not made~~is a PFIC, the ~~determination of whether it was a “passive foreign investment Company” for the tax year ended March 31, 2013, nor whether it~~U.S. Holder generally will be ~~a “passive foreign investment Company”~~required to file an IRS Form 8621 with respect to the Company, generally, with the U.S. Holder's federal income tax return for ~~future periods. (See more detailed discussion under “Passive Foreign Investment Company Rule” below).~~that year. If the Company ~~is not~~were classified as a ~~QFC,~~PFIC for a ~~dividend paid by~~given taxable year, then holders should consult their tax advisers concerning their annual filing requirements.

U.S. Holders should consult their tax advisers regarding whether we are a PFIC and the ~~Company~~potential application of the PFIC rules.

Medicare tax

Certain U.S. Holders that are individuals, estates or trusts are subject to a ~~U.S. Holder, including~~3.8% tax on all or a portion of their "net investment income," which may include all or a portion of their dividend income and net gains from the disposition of ordinary shares. Each U.S. Holder that is an individual, estate or trust ~~generally will be taxed at the ordinary income tax rates (and not at the preferential tax rates applicable~~is urged to ~~long-term capital gains). The dividend rules are complex, and each U.S. Holder should~~ consult its ~~own financial advisor, legal counsel, or accountant regarding the dividend rules.~~

~~Distributions Paid in Foreign Currency~~

The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt. A U.S. Holder who does not convert foreign currency received as a distribution into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Such a U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars).

~~Dividends Received Deduction~~

Dividends paid on the Common Shares generally will not be eligible for the “dividends received deduction.” The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.

~~Disposition of Common Shares~~

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year. Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules unless the gain is subject to tax in Canada and resourced as “foreign source” under the U.S.-Canada Tax Convention and the U.S. Holder elects to treat such gain as “foreign source”.

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

The amount realized on a sale or other disposition of Common Shares for an amount in foreign currency will generally be the U.S. dollar value of this amount on the date of sale or disposition. On the settlement date, the U.S. Holder will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date.

~~Foreign Tax Credit~~

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source income and categorized as “passive income” for this purpose. Gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. sources for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the Common Shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the foreign tax credit rules.

~~Information Reporting and Backup Withholding Tax~~

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holder must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000. The definition of specified foreign financial assets include not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holder may be subject to these reporting requirements unless their common shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the ~~requirements~~applicability of ~~filing information returns, including~~ the ~~requirement~~Medicare tax to ~~file an IRS Form 8938.~~its income and gains in respect of its investment in the ordinary shares.

Information reporting and backup withholding

Payments ~~made within the U.S., or by a U.S. payer or U.S. middleman,~~ of dividends ~~on, or~~and proceeds ~~arising~~ from the sale or other taxable disposition ~~of, Common Shares~~that are made within the United States or through certain U.S.-related financial intermediaries generally ~~will be~~are subject to information reporting, and backup withholding tax, at the rate of 28% (increasing to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report itemsmay be subject to backup withholding, ~~tax, or (d) fails to certify, under penalty of perjury, that such~~unless (1) the U.S. Holder ~~has furnished its~~is a corporation or other exempt recipient or (2) in the case of backup withholding, the U.S. Holder provides a correct ~~U.S.~~ taxpayer identification number and ~~that the IRS has not notified such U.S. Holder~~certifies that it is not subject to backup ~~withholding tax. However, U.S. Holders that are corporations generally are excluded from these information reporting and~~withholding.

The amount of any backup withholding ~~tax rules. Any amounts withheld under the~~from a payment to a U.S. ~~backup withholding tax rules~~Holder will be allowed as a credit against a U.S. ~~Holder’s~~Holder's U.S. federal income tax liability ~~if any, or will be refunded, if~~and may entitle such ~~U.S. Holder furnishes~~holder to a refund, provided that the required information is timely furnished to the ~~IRS in a timely manner. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the information reporting and backup withholding tax rules.~~

~~Passive Foreign Investment Company Rule~~United States Internal Revenue Service.

~~If the Company is a “passive foreign investment Company” (as defined below), the preceding sections of this summary may not describe the U.S. federal income tax consequences to~~

Foreign asset reporting

Certain U.S. Holders ~~of the acquisition, ownership, and disposition of Common Shares.~~

The Company generally will be a “passive foreign investment Company” under Section 1297 of the Code (a “PFIC”) if, for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income or (b) 50% or more of the assets held by the Company either produce passive income orwho are held for the production of passive income, based on the fair market value of such assets (or on the adjusted tax basis of such assets, if the Company is not publicly traded and either is a “controlled foreign corporation” or makes an election). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generallyindividuals are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business or supplies regularly used or consumed in a trade or business and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another foreign corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d) (3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

~~In any year in which the Company is classified as a PFIC, such holder will be~~ required to ~~file~~report information relating to an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

~~In addition, if the Company is a PFIC and owns~~interest in ordinary shares, of another foreign corporation that also is a PFIC, under certain indirect ownership rules, a disposition of the shares of such other foreign corporation or a distribution received from such other foreign corporation generally will be treated as an indirect disposition by a U.S. Holder or an indirect distribution received by a U.S. Holder, subject to the rules of Section 1291 of the Code discussed below. To the extent that gain recognized on the actual disposition by a U.S. Holder of Common shares or income recognized by a U.S. Holder on an actual distribution received on Common Shares was previously subject to U.S. federal income tax under these indirect ownership rules, such amount generally should not be subject to U.S. federal income tax.

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat the Company as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares, and any “excess distribution” (as defined below) paid on the Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the Common Shares. An “excess distribution” as defined in Section 1291(b) of the Code is the excess of distributions with respect to the common shares received by a U.S. Holder in any tax year over 125% of the average annual distribution such U.S. Holder has received from the Company during the shorter of the three preceding tax years, or such U.S. Holder’s holding period for the common shares. The amount of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. Holder’s holding period for the Common Shares generally will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year. A Non-Electing U.S. Holder will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year.

A U.S. Holder that makes a QEF Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, a U.S. Holder that makes a QEF Election generally will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the “net capital gain” of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) and the “ordinary earnings” of the Company, which will be taxed as ordinary income to such U.S. Holder. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each taxable year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company.

A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the rules of Section 1291 of the Code discussed above. A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are “marketable stock” (as defined in Section 1296(e) of the Code). A U.S. Holder that makes a Mark-to-Market Election will include in gross income, for each taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares as of the close of such taxable year over (b) such U.S. Holder’s tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will, subject to certain ~~limitations, be allowed a deduction in~~exceptions (including an ~~amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the Common Shares over (b) the fair market value of such Common Shares as of the close of such taxable year.~~

~~The determination of whether the Company was, or will be, a PFIC~~exception for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, as well as the assets and income of the Company over the course of future taxable years, which cannot be predicted with certainty as of the date of this Annual Report.

The PFIC rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

~~Additional Tax on Passive Income~~

For tax years beginning after March 31, 2013, certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than propertyordinary shares held in ~~a trade or business)~~accounts maintained by U.S. financial institutions). U.S. Holders ~~should~~are urged to consult ~~with~~ their tax advisors regarding ~~the effect,~~their information reporting obligations, if any, ~~of this tax on~~with respect to their ownership and disposition of ~~Common Shares.~~

ordinary shares.

(F) DIVIDEND AND PAYING AGENTS

Not applicable.

(G) STATEMENT BY EXPERTS

Not applicable.

(H) DOCUMENTS ON DISPLAY

~~The documents concerning~~

We are currently subject to the ~~Company referred~~informational requirements of the Exchange Act applicable to foreign private issuers. We fulfill these requirements by filing annual, quarterly and current reports and other information with the SEC, which you can access using the means described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short swing profit recovery provisions contained in ~~this Annual Report may be inspected at~~Section 16 of the ~~Company's office at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada, M5R 2G3. The Company may be reached at (416) 929-1806. Documents filed~~Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the Securities and Exchange Commission ~~("SEC")~~as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the Securities and

Exchange Commission, within four months after the end of our fiscal year ended March 31, 2014 and each subsequent fiscal year, an annual report on Form 20-F containing financial statements which will be examined and reported on, with an opinion expressed, by an independent public accounting firm. We also intend to file with the Securities and Exchange Commission reports on Form 6-K containing unaudited financial information for the first three quarters of each fiscal year, within 90 days after the end of each quarter.

You may ~~also be~~ read and ~~copied~~copy any document we file with the SEC without charge at the SEC's public reference room at ~~100F~~100 F Street, ~~N. E.~~N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at ~~1-800-SEC-0330~~1 800 SEC 0330 for further information on the public reference ~~rooms.~~

room. The Company is subject to reporting requirements as a “reporting issuer” under applicable securities legislation in Canada and as a “foreign private issuer” under the Securities Exchange Act of 1934 (the “Exchange Act”). As a result, we must file periodicSEC also maintains an Internet site that contains reports and other information regarding issuers that file electronically with the ~~Canadian securities regulatory authorities and~~SEC. Our filings with the ~~Securities and Exchange Commission.~~

~~A copy of~~SEC are also available to the public through this Annual Information Form/Form 20-F Annual Report and certain other documents referred to in this Annual Report and other documents filed by us may be retrieved from the system for electronic document analysis and retrieval (“SEDAR”) system maintained by the Canadian securities regulatory authorities at www.sedar.ca or from the Securities and Exchange Commission electronic data gathering, analysis and retrieval system (“EDGAR”)web site at ~~www.sec.gov/edgar~~http://www.sec.gov..

(I) SUBSIDIARY INFORMATION

The documents concerning the Company’s subsidiaries referred to in this Annual Report may be inspected at the Company's office at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada, M5R 2G3.

ITEM 11 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed in varying degrees to a number of risks arising from financial instruments. Management’s close involvement in the operations allows for the identification of risks and variances from expectations. The Company does not participate in the use of financial instruments to mitigate these risks and has no designated hedging transactions. The Board approves and monitors the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfilment of

obligations, the continuation of the Company’s search for new business participation opportunities, and limited exposure to credit and market risks while ensuring greater returns on the surplus funds on hand. There were no changes to the objectives or the process from the prior year.

A summary of the Company’s risk exposures as it relates to financial instruments are reflected below:

1)a)	Fair value of financial instruments

The Company’s financial assets and liabilities are comprised of cash, amounts receivable, prepaid expenses, accounts payable and accrued liabilities.

The Company classifies the fair value of these transactions according to the following fair value hierarchy based on the amount of observable inputs used to value the instrument:

•	~~Level 1 – Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.~~

•Level 1 – Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

•	Level 2 – Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

•	~~Level 3 – Values are based on prices or valuation techniques that are not based on observable market data.~~

•Level 2 – Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

•Level 3 – Values are based on prices or valuation techniques that are not based on observable market data.

Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy.

The Company’s financial instruments are exposed to certain financial risks: credit risk, liquidity risk, other price risk and market risk.

b)	Credit risk

Credit risk is the risk of loss associated with a counter-party’s inability to ~~fulfil~~fulfill its payment obligations. The credit risk is attributable to various financial instruments, as noted below. The credit risk is limited to the carrying value amount carried on the statement of financial position.

a.	Cash– Cash is held with a major international financial institution in Canada and a major law firm in the USA and therefore the risk of loss is minimal. ~~However, the Company does have a concentration risk since all funds are held with one bank.~~

b.	Other receivable – The Company is not exposed to major credit risk attributable to customers. A significant portion of this amount is ~~due from the Canadian government.~~prepaid to BPI under a master service agreement.

c)	Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.

The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. The Company holds sufficient cash to satisfy obligations under accounts payable and accruals.

The Company ~~monitors~~is in pre-clinical stage and is required to perform further research and development and also fulfil its ~~liquidity position regularly~~financial obligation of $ 1,750,000 to ~~assess whether it has the funds necessary~~Its subsidiary, Biohaven to ~~take care of~~retain its ~~operating needs and needs for investing~~54% equity in ~~new projects. The company has changed its business focus from oil and gas to biotechnology as explained in Note 1 and has signed a letter of intent to acquire a biotech corporation.~~Biohaven. The Company ~~believes that its existing cash will allow it~~has not yet determined whether costs incurred and to ~~finance~~be incurred are economically recoverable. The Company's continuing operations are dependent upon any one of:

1. the ~~drug development work after~~existence of economically recoverable medical or industrial solutions;

2. the ~~acquisition apart from meeting its operational needs at least for another year. However, the exact need for additional cash cannot be reasonably ascertained at this stage. Should~~ability of the Company ~~require further funding, it intends~~ to ~~secure through equity financing.~~obtain the necessary financing to complete the research; or

3. future profitable production from, or proceeds from the disposition of intellectual property.

However, as a biotech company at an early stage of development and without significant internally generated cash flows, there are inherent liquidity risks, including the possibility that additional financing may not be available to the Company, or that actual drug development expenditures may exceed those

planned. The current uncertainty in global markets could have an impact on the Company’s future ability to access capital on terms that are acceptable to the Company. There can be no assurance that required financing will be available to the Company.

~~4) Market risk~~

~~Market risk consists of interest rate risk and foreign currency risk. The Company is exposed to foreign currency risk since almost its entire cash holding is in US Dollars.~~

ITEM 12 – DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13 – DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14 – MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None

ITEM 15 - CONTROLS AND PROCEDURES

~~a) Evaluation~~

Disclosure Controls and Procedures

Our chief executive officer and chief financial officer have evaluated the effectiveness of ~~Disclosure~~our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) as of March 31, 2014 covered by this annual report. Our management has concluded that our disclosure controls and procedures as of the end of the Year ended March 31, 2014 were effective.

Management’s Annual Report on Internal Control over Financial Reporting

~~We have only one employee.~~ Our ~~Chief Financial Officer who, until June 4, 2013, also served as Chief Executive Officer (“CEO”)~~management is ~~primarily~~ responsible infor establishing and maintaining ~~controls~~adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), and interpretations of the International Financial Reporting Interpretations Committee. Internal control over financial reporting includes those policies and procedures ~~concerning disclosure~~that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material ~~information~~effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation and ~~their timely reporting~~presentation, and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in ~~consultation~~conditions, or that the degree of compliance with the policies and ~~under direct supervision~~procedures may deteriorate.

We have conducted an evaluation of the ~~audit committee which, until June 4, 2013, comprised two independent directors. We therefore did not have an~~effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission , or COSO. Based on this evaluation, management concluded that internal control over financial reporting was effective ~~internal controls and procedures due to lack~~as of ~~segregation of duties. However, given~~March 31, 2014 based on criteria in Internal Control — Integrated Framework (1992) issued by the ~~size and nature of our current operations and involvement of independent directors in the process significantly reduce the risk factors associated with the lack of segregation of duties.~~COSO.

The CEO has instituted a system of disclosure controls for the Company to ensure proper and complete disclosure of material information. The limited number of consultants and direct involvement of the CEO and CFO facilitates access to real time information about developments in the business for drafting disclosure documents. All documents are circulated to the board of directors and audit committee according to the disclosure time-lines.

~~As at March 31, 2013, the management carried out a comprehensive review and update~~c) Attestation report of the internal controls existing over the financial reporting. Mitigating controls and procedures were identified wherever possible. Some controls were implemented as a secondary detection mechanism if the initial controls failed to prevent errors from occurring.

However, effective June 4, 2013, we appointed a new chief executive officer and so the management functions have been segregated between chief executive officer and chief financial officer. Further, the audit committee has now been expanded to include three members – two independent directors and the chief financial officer.

~~b) Management’s annual report on internal control over financial reporting~~registered public accounting firm

~~Management~~Not applicable since we are neither an accelerated filer nor a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of Bontan Corporation Inc. (The Company) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles.1934.

~~The Company’s internal control over financial reporting includes policies and procedures that:~~d) Changes in Internal Controls

-	~~Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;~~

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Directors of the Company: and,

-	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting are subject to the risks that the controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management evaluated and updated the design and operation of the Company’s internal control over financial reporting as of March 31, 2013, based on the framework and criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and has concluded that such internal control over financial reporting is effective.

~~There~~In prior period, here was a lack of segregation of duties since Chief executive and financial officer handled accounting records and was also a sole signatory to bank accounts. However, effective June 4, 2013, we appointed a new CEO and segregated management functions between the CEO and CFO. Further, we also introduced dual signatories to all our bank accounts and independent review of bank reconciliations and other related controls. Our audit committee – now known as audit and compensation committee - now comprise three members two of whom are independent.

We believe that the above changes have mitigated significantly any potential risks arising from the earlier weakness of lack of segregation of duties.

~~c) Attestation report of the registered public accounting firm~~

~~Not applicable since we are neither an accelerated filer nor a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934.~~

~~d) Changes in Internal Controls~~

There were no changes in our internal control over financial reporting that occurred during the year ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, as explained under b) above, we have now introduced segregation of duties and significantly addressed certain deficiencies in the internal control arising from lack of segregation.

ITEM 16(A) AUDIT COMMITTEE FINANCIAL EXPERTS

Our Board of Directors has determined that majority of the members of our Audit Committee are “independent” within the meaning of applicable Commission regulations and the listing standards of the NASDAQ Stock Market, Inc. (“NASDAQ”). In addition, the Board of Directors has determined that Mr. James Mellon is an audit committee financial expert ~~within the meaning paragraph (b) of Item 16A of Form 20-F~~as such term is defined in Rule 10A-3(b)(1) under the Exchange ~~Act.~~

The Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the Audit Committee and the Board of Directors who do not carry this designation or affect the duties, obligations or liability of any other member of the Audit Committee or the Board of Directors.Act .

ITEM 16 (B) CODES OF ETHICS

We have adopted a Code of Ethics, which applies to all employees, consultants, officers and directors. A copy of our current code of ethics ~~was~~is included in the exhibits to ~~the~~this annual report ~~for the fiscal year ended March 31, 2007 (Exhibit Item 19(b) 11)~~.

A copy of our Code of Ethics can be obtained by writing to our corporate office at 47 Avenue Road, Suite 200, Toronto, ON M5R 2G3 attention: Chief ~~Executive~~Financial Officer.

ITEM 16 (C) PRINCIPAL ACCOUNTANT’S FEES AND SERVICES

The following outlines the expenditures for accounting fees for the last two fiscal periods ended:

March 31,	2013	2012	2014	2013

Audit fee	$45,000	$45,000	$45,000	-
Other services	2,413	6,499	2,413	-

Under our existing policies, the audit committee must approve all audit and non-audit related services provided by the auditors.

ITEM 16 (D) - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16 (E) - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not, nor did any affiliated purchaser, purchase any of our equity securities during the fiscal year 2013.

ITEM 16 (F) – CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16 (G) – CORPORATE GOVERNANCE

Our securities are listed on the ~~Over the Counter Bulletin Board of NASDAQ.~~OTC QB and on Canadian Securities Exchange. There are no significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of that exchange except for proxy delivery requirements. The OTC Bulletin Board, administered by NASDAQ requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. As a foreign private issuer, the Company is exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. The Company solicits proxies in accordance with applicable rules and regulations in ~~Canada.~~British Virgin Islands and requirements of Ontario Securities Commission and applicable CSE rules.

PART III

ITEM 17 - FINANCIAL STATEMENTS

Refer to Item 18 - Financial Statements

ITEM 18 - FINANCIAL STATEMENTS

See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.

ITEM 19 - EXHIBITS

(a)	Financial Statements

Description of Document	Page No.
Cover Sheet
Index	F1
Report of Independent Registered Public Accounting Firm	F2
Consolidated Statements of Financial Position	F3
Consolidated Statements of Operations and Comprehensive Loss	F4
Consolidated Statement of Shareholders Equity Consolidated Statements of Cash Flows	F5-6 F7
Notes to Consolidated Financial Statements	F8-21

(b) Exhibits

The following documents are filed as part of this Annual Report on Form 20-F

1.1

~~Articles~~Certificate of ~~Incorporation of the Company~~Continuance - Incorporated herein by reference to Exhibit ~~1(ix)~~3.1 to ~~the Company’s Registration Statement on~~ Form ~~20-F~~6-K filed on ~~June 12, 2000.~~August 1, 2013.

1.2

~~By-Laws~~Memorandum and Articles of ~~the Company~~Association - Incorporated herein by reference to Exhibit ~~1(xi)~~99.2 to ~~the Company’s Registration Statement on~~ Form ~~20-F~~6-K filed on ~~June 12, 2000.~~August 1, 2013.

~~1.3~~

~~Certificate of name change from Kamlo Gold Mines Limited to NRT Research Technologies Inc. -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(iii) to the Company’s Registration Statement on Form 20-F filed on June 12, 2000.~~

~~1.4~~

~~Certificate of name change from NRT Research Technologies Inc. to NRT Industries Inc. -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(iv) to the Company’s Registration Statement on Form 20-F filed on June 12, 2000.~~

~~1.5~~

~~Certificate of name change from NRT Industries Inc. to CUDA Consolidated Inc. -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(v) to the Company’s Registration Statement on Form 20-F filed on June 12, 2000.~~

~~1.6~~

~~Certificate of name change from CUDA Consolidated Inc. to Foodquest Corp. -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(vi) to the Company’s Registration Statement on Form 20-F filed on June 12, 2000.~~

~~1.7~~

~~Certificate of name change from Foodquest Corp. to Foodquest International Corp. -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(vii) to the Company’s Registration Statement on Form 20-F filed on June 12, 2000.~~

~~1.8~~

~~Certificate of name change from Foodquest International Corp. to Dealcheck.com Inc. -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(viii) to the Company’s Registration Statement on Form 20-F filed on June 12, 2000.~~

~~1.9~~

~~Certificate of name change from Dealcheck.com Inc. to Bontan Corporation Inc. -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(viii) to the Company’s Annual Report on Form 20-F filed on September 23, 2003.~~

~~1.10~~

~~Articles of Amalgamation of Israel Oil & Gas Corporation with Bontan Corporation Inc. dated May 15, 2012~~

~~2(a)~~

~~Specimen Common Share certificate -~~ ~~Incorporated herein by reference~~ ~~to Exhibit 1(viii) to the Company’s Annual Report on Form 20-F filed on September 23, 2003.~~

4(c)1

Consulting Agreement dated April 1, 2005 with Kam Shah Incorporated herein by reference to Exhibit 4 (c) 1 to the Company’s Annual Report on Form 20-F for fiscal 2005 filed on September 28, 2005.

4(c) 2

Letter of April 1, 2010 extending consulting Agreement of Mr. Kam Shah to March 31, 2015. Incorporated herein by reference to Exhibit 4 (c) 2 to the Company’s registration statement on Form F-1 Amendment No. 2 filed on June 17, 2010.

4(c) (iv).1

2011 Consultant stock compensation plan - Incorporated herein by reference to Form S-8 filed on April 21, ~~2011~~2011.

~~10.1~~

~~Amended and restated Settlement Agreement dated June 29, 2012 - incorporated herein by reference to 6-K filed on July 6, 2012~~

114(c) (iv).2

~~Code of ethics of the Company~~2013 Stock option plan - ~~incorporated~~Incorporated herein by reference to ~~Annual Report in form 20-F~~Form S-8 filed on ~~May 29, 2007~~December 19, 2013.

11.1

Charter of audit and compensation committee regarding compensation matters

11.2

Charter of audit and compensation committee regarding audit matters

11.3

Code of conduct

12.1

Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

12.2

Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

13.1

~~Certifications~~Certification of Chief Executive Officer ~~and~~Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Chief Financial Officer ~~Pursuant to 18 U.S.C. Section 1350, as Adopted~~ Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

The Company hereby certifies that it meets all of the requirements for filing on Form 20-F and it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

DATED at Toronto, Ontario, Canada, this 2425th day of July, ~~2013~~2014

~~BONTAN CORPORATION~~PORTAGE BIOTECH INC.

Per: /s/ Declan Doogan

Title: Chief Executive Officer

Per: /s/ Kam Shah

Title: Chief Financial Officer

		Page No.

Forward-looking statements		1
Foreign Private Issuer Status and Reporting currency		2

Part I

Item 1.	Identity of Directors, Senior Management and Advisors	2
Item 2.	Offer Statistics and Expected Timetable	2
Item 3.	Key Information	2
Item 4.	Information on the Company	9
Item 5.	Operating and Financial Review and Prospects	1114
Item 6.	Directors, Senior Management and Employees	1719
Item 7.	Major Shareholders and Related Party Transactions	2224
Item 8.	Financial Information	2325
Item 9.	The Offer and Listing	2426
Item 10.	Additional Information	2527
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	3639
Item 12.	Description of Securities Other than Equity Securities	3740

Part II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	3740
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	3740
Item 15.	Controls and Procedures	3741
Item 16.	Audit Committee, Code of Ethics, and Principal Accountant’s Fees and Services	3942


Part III

Item 17.	Financial Statements	4042
Item 18.	Financial Statements	4043
Item 19.	Exhibits	4043

· our plans and ability to develop and commercialize product candidates and the timing of these development programs;
· clinical development of our product candidates, including the results of current and future clinical trials;
· the benefits and risks of our product candidates as compared to others;
· our maintenance and establishment of intellectual property rights in our product candidates;
· our need for additional financing and our estimates regarding our capital requirements and future revenues and profitability;
· our estimates of the size of the potential markets for our product candidates;
· our selection and licensing of product candidates;

	2013	2012	2011	2010	Year ended March 31, 2014	Period from May 23, 2012 to March 31, 2013

Revenue	$100,130	-		-	-	-
Loss before non-controlling interests	$(1,471,821)	$(2,470,378)	$(3,779,638)	$(4,284,058)	$(6,626,630)	$(29,486)
Non-controlling interests	$-	$-	$51,311	$356,814	$(321,683)	$ -
Net Loss attributable to shareholder	$(1,471,821)	$(2,470,378)	$(3,728,327)	$(3,927,244)
Net Loss attributable to shareholders					$(6,304,947)	$(29,486)
Net loss per share (1)	($0.02)	($0.03)	($0.05)	($0.09)	($0.04)	($0.00)
Working capital	$3,030,412	$4,834,111	$1,706,527	$371,130	$2,067,319	$474,009
Total assets	$3,490,795	$7,496,455	$9,351,800	$10,419,787	$5,263,413	$486,401
Capital stock	$36,260,401	$36,081,260	$36,078,140	$35,298,257	$7,256,715	$503,495
Warrants	$6,953,745	$7,446,261	$8,677,551	$7,343,886	$1,108,402	$ -
Stock option reserve	$4,755,077			$4,573,748	$362,440	$ -
Fair value reserve	$-	$19,500	$168,347	($2,696,213)
Shareholders' equity	$3,036,132	$4,840,828	$8,688,223	$6,900,299	$2,393,124	$474,009
Weighted average number of shares outstanding (2)	80,403,243	78,680,743	78,469,909	42,963,027
Weighted average number of shares outstanding					161,977,171	81,759,076

2013	June	May	April	March	February	January
2014							June	May	April	March	February	January
High for period	$0.99	$1.00	$0.99	$0.99	$1.01	$1.02	$0.94	$0.92		$0.91	$0.91	$.94
Low for period	$0.95	$0.96	$0.97	$0.97	$0.97	$0.99	$0.91		$0.90	$0.89	$0.89

Year Ended March 31,
	2013	2012	2011	2010	2009	2014	2013	2012	2011	2010
Average for the year	1.00	1.01	0.98	0.92	0.89	0.95	1.00	1.01	0.98	0.92

Fiscal year ended March 31	2013	2012	2011

Operating expenses	$ 553,428	$ 249,690	$ 379,636
Exploration and evaluation expenditure recovery	(230,455)
Consulting fee & payroll	788,965	478,765	818,637
Exchange loss	51,179	8,653	20,688
Write off of short term investment	162,291	776,774	386,672
Loss (gain) on disposal of short term investments	(558)	84,176	948,189
Professional fees	244,879	870,571	1,221,720
Bank charges, interest and fees	2,222	1,749	4,096
	$ 1,571,951	$ 2,470,378	$ 3,779,638

Consulting fees and payroll	2013	2012	2011

Fees settled in common shares	179,141	7,171	91,714
Fee settled by issuance of options	-	-	181,329
Fee settled in cash	562,018	425,436	505,856
Payroll	47,806	46,158	39,738
	$ 788,965	$ 478,765	$ 818,637

Name of Beneficial Owner	No. of Shares	Percentage of Shares
Declan Doogan	~~49,119,217~~51,202,548 (1)	~~24.66%~~20%
Greg Bailey	~~49,119,217~~51,202,548 (1)	~~24.66%~~20%
James Mellon	~~49,119,217 (1)~~49,352,548 (2)	~~24.66%~~20%

Fiscal year ended March 31 2013	High (US$) 0.16	Low (US$) 0.01
Fiscal year ended March 31 2014			High (US$) 0.42	Low (US$) 0.06
2013			0.16	0.01
2012	0.18	0.02	0.18	0.02

2011 2010	0.40 0.45	0.07 0.06	0.40 0.45	0.07 0.06
2009	0.30	0.03

Fiscal Quarter ended	High	Low
	In US$	In US$
June 30, 2013	0.42	0.15
March 31, 2013	0.16	0.07
December 31, 2012	0.11	0.04
September 31, 2012	0.06	0.01
June 30, 2012	0.04	0.02
March 31, 2012	0.05	0.03
December 31, 2011	0.08	0.02
September 30, 2011	0.11	0.06
June 30, 2011	0.16	0.08

Month	High	Low
	In US$	In US$

June 2013	0.42	0.21
May 2013	0.42	0.20
April 2013	0.32	0.15
March 2013	0.16	0.11
February 2013	0.14	0.10
January 2013	0.16	0.07