These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments based on the change in the focus of our business activities to Biotechnology , as well as other factors we believe are appropriate in particular circumstances. However, whether actual results and developments will meet our expectations and predictions depends on a number of risks and uncertainties, which could cause actual results to differ materially from our expectations, including the risks set forth in "Item 3-Key Information-Risk Factors" and the following:Factors."

Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected effect on us or our business or operations.

Unless the context indicates otherwise:

Portage Biotech Inc., which changed its name from Bontan Corporation Inc. is a Canadian corporation incorporated under the laws ofinc. on July 5, 2014,moved its jurisdiction from the Province of Ontario.Ontario, Canada to the British Virgin Islands (BVI) as per the certificate of Continuance issued by the Registrar of Corporate Affairs of the BVI on July 5, 2014. Approximately 69%40% of its common stock was held by non-United States citizens and residents as of September 30, 20112013 being its latest second quarter end. Further,However, our business is administered principally outside the United States and all our assets are located outside the United States; As a result, we believe that we qualify as a "foreign private issuer" for continuing to report regarding the registration of our common stock using this Form 20-F annual report format.

All dollar amounts set forth in this report are in CanadianUS dollars, except where otherwise indicated.

Not required since this is an annual report.

Not required since this is an annual report

In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in US dollars. One of the Company’s subsidiaries maintains its books in Canadian dollars. The exchange rates used herein were obtained from Bank of Canada; however, they cannot be guaranteed.

On July 24, 2012,2014, the exchange rate, based on the noon buying rates, for the conversion of Canadian dollars into United States dollars (the “Noon Rate of Exchange”) was approximately CDN $1.0208CDN$1 = US$1.0.93.

Not applicable

Not applicable

The following is a brief discussion of those distinctive or special characteristics of the Company’s operations and industry that may have a material impact on, or constitute risk factors in respect of, the Company’s future financial performance.

We have not generated any business income since fiscal 2010 and have losses for the fiscal year 2012 in the amount of approximately $ 2.5 million andan accumulated deficit of approximately $43.5 million.  We do not have any proven reserves or current production$6 million as at March 31, 2014. While our management and the Board consist of oil or gas. We have sold our interestpersons with significant experience in the Israeli Project. biotechnology industry, we have no product sales and have no established sales and distribution network.

Our successability to generate future revenue or achieve profitable operations is substantiallylargely dependent upon onour ability to attract and maintain the successful exploration, drillingexperienced management and development ofknow-how to develop new projects.  Wedrug candidates and to partner with major pharmaceutical companies to successfully commercialize the drug candidates. It takes many years and significant financial resources to successfully develop pre-clinical or early clinical drug candidate into a marketable drug and we cannot assure you that we will be profitable in the future.

There is a possibility that wenone of our drug candidates that may be under development in future will continue as a going concern, however, there can be no assurancefound to be safe and effective, that we will be able to do so. Our ability to continue as a going concern is dependent upon our ability to access sufficient capital to complete exploration and development activities, identify commercial oil and gas reserves and ultimately achieve profitable operations These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if we were unable to realize our assets and settle our liabilities as a going concernreceive necessary regulatory approvals in the normal course of operations. Such adjustments could be material.

Before we may receivecan obtain regulatory approval for oilthe commercial sale of any product candidate or natural gas production from wells, in whichattract major pharmaceutical company to collaborate with, we have an interest, will significantly affect our revenue, cash flow, accessbe required to capitalcomplete extensive clinical trials to demonstrate its safety and future growth. Historically, the markets for oil and natural gas have been volatileefficacy. Clinical trials are very expensive, and are likelydifficult to continuedesign and implement. The clinical trial process is also time-consuming and can often be subject to be volatile in the future. The markets and prices for oil and natural gas depend on numerous factors beyond our control. These factors include:unexpected delays.

A number of companies in the life sciences industry have suffered significant setbacks in advanced clinical trials, even after positive results in earlier trials. Clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals. Negative or inconclusive results or adverse medical events during a clinical trial could cause a clinical trial to be delayed, repeated or terminated. In addition, failure to construct appropriate clinical trial protocols could result in the test or control group experiencing a disproportionate number of adverse events and could cause a clinical trial to be repeated or terminated.

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 declineonly 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 oildeveloping our products and natural gas pricesextensions are not granted on any or all of such licenses, our ability to realize the benefits of our efforts may be limited.

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 the potential revenue expected from the settlement agreement signed in June 2012 in connection with the saleour business, financial condition, prospects or results of our indirect interest in the Israeli Project.operations.

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 substantially reduce the benefit fromdemand for our potential products or reduce the settlement agreement

We intend to generate revenue and expenses internationally that are likely to be primarily denominated in U.S., Euros and other laws relatingforeign 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 oil and natural gas industry, changesCanadian dollar could result in these laws and changeslosses in administrative regulationsrevenues 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 affected andnot hedged against risks associated with foreign exchange rate exposure. We cannot be sure that any hedging techniques we may implement in the future could affect oil and natural gas production, operations and economics. We cannot predict how agencieswill be successful or courts in the State of Israel will interpret existing laws and regulations or the effect these adoptions and interpretations may have onthat our business, orresults of operations, financial condition.condition and cash flows will not be materially adversely affected by exchange rate fluctuations.

Our common sharesCommon 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 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, 2012,2014, we had outstanding warrants to purchase an aggregate of approximately 68114 million common sharesCommon Shares and outstanding options to purchase an aggregate of approximately 5.35 million common shares.Common Shares. To the extent the warrants and options are exercised, additional common sharesCommon 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.

Rules adopted byNeither the SEC pursuant to Section 404Units nor the shares issuable upon conversion of the Sarbanes-Oxleywarrants 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 2002 require usthe U.S. Securities Act and applicable state laws applies to perform an annual assessmentthe circumstances of our internal controls over financial reporting and certify the effectiveness of those controls. The standards that must be met for management to assess the internal controls over financial reporting as now in effect are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal controls over financial reporting. If we cannot perform the assessment or certify that our internal controls over financial reporting are effective, investor confidence and share value may be negatively impacted.sale

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 couldwould increase our SEC compliance costs.

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.

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 uponon the civil liability provisions of the U.S. federal or state securities lawslaws; (ii) a final and conclusive judgment in the federal or other lawsstate courts of the United States. ThereStates under which a sum of money is doubtpayable, 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 liabilitiesthe 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 uponon 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.

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 provinceBVI..

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 Ontario.vaccines and enable better treatment of intracellular pathogens.

None.

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

On June 4, 2013, the Company completed an acquisition with IPC Cayman managementPPL pursuant to work outwhich 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 acceptableexercise 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 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 interestfour members of 0.25% on the two licenses. However,Board of Directors of the settlement agreement was extended and revised and finally closed on June 29, 2012. Further details of these agreementsCompany are explained elsewhere in this report.PPL shareholders. As a result, PPL controls the Company.

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

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.

As at March 31, 2011,2014, the Company had a net working capital of approximately $4.9$2.1 million compared to a working capital of $1.7 millionapproximately  $470,000 as at March 31, 2011.

During the fiscal year 2012,2014, operating activities required a net cash outflow of approximately $1.3$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 due to increased legal costs and cash fees. This was met from available cash, cash received form settlement and sale of short term investments.consulting.

During the fiscal year 2011,period May 23, 2012 to March 31, 2013, operating activities required a net cash outflow of approximately $ 2.6 million which was$17,000 mainly due to consulting fee.

Operating costs were met from the available cash and cash generated from investments and equity financing.received on acquisition as explained above.

The company expectsCompany is in pre-clinical stage and is required to perform further research and development and also fulfil its operating cash requirementsfinancial obligation of $ 1,750,000 to reduce significantly dueIts subsidiary, Biohaven to eliminationretain its 54% equity in Biohaven. The Company has not yet determined whether costs incurred and to be incurred are economically recoverable. The Company's continuing operations are dependent upon any one of:

1. the existence of litigation costs as a resulteconomically recoverable medical or industrial solutions;

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

KeyThere were no investing activities comprised disposal of significant short term investments and Investment in the Israeli project.

TheFrom May 23, 2012 to date , the Company has not spent any funds onthrough 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 also filed the following two patents during the fiscal years 2012 and 2011.

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 businessdisclosed elsewhere in this report (Refer to the heading entitled “Risk Factors”).

At March 31, 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.

None.

Not applicable.

The following table sets forth all currentthe names and province or state and country of residence of our directors and executive officers, of the Company, with each position and officeoffices held by them in the Company,Corporation, their current principal occupations, all as of July 24, 2014, the date of this report, their principal occupations during the last five years and the periodmonth and year in which they became directors or officers. The term of service as such:each director expires on the date of our next annual meeting.

There are no family relationships between the directors and executive officers.  Mr. Terence Robinson is a brother of Mr. John Robinson.

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

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.

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, 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 2011 and 2010:

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.

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

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.

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 12 meetings, mostly by way of a conference call,calls, during our financial year ended March 31, 2012.2014.  To assist in the discharge of its responsibilities, the Board has designated one standing committee: an Audit and Compensation Committee aseffective June 27, 2013.as more particularly discussed below.

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.

The ACC relating to audit committee consisted of Dean Bradley and Mr. Brett Rees, both are our independent directors. The audit committeematters  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.

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

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

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

The following table sets forth the share ownership of our executive officers and directors and key consultants and includes details of all options to purchase of the Company held by such personsas at March 31, 2012:July 24, 2014:

The terms of all options with exercise price of US$0.15 were revised during the fiscal 2010 and2009. The revisions comprised increasing the expiry dates by one year* Based on 180,775,790 issued and reducing the exercise price, which ranged between US$035outstanding common shares at July 24, 2014

O = Options and US$1.00 to US$0.15. This is further explained in notes  to our consolidated financial statements for fiscal 2010 and 2009.  All options are fully vested.W= warrants

All shares and options held by the above persons carry same rights as the other holders of the Common shares of the Company.

The Company's securities are recorded on the books of its transfer agent in registered form. The majority of such shares are, however, registered in the name of intermediaries such as brokerage houses and clearing-houses on behalf of their respective clients. The Company does not have knowledge of all the beneficial owners thereof.

As at July 19, 2012,24, 2014, Intermediaries like CDS & Co, Toronto, Canada and Cede & Co of New York, USA held approximately 67%44% of the issued and outstanding common shares of the company on behalf of several beneficial shareholders whose individual holdings details were not available.

The Company is a publicly owned CanadianBVI corporation, the shares of which are owned by Canadian residents, US residents, and residents of other countries. The Company is not owned or controlled directly or indirectly by another corporation or any foreign government. There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change of control of the Company.

Not applicable.

Information regarding our financial statements is contained under the caption "Item 17. Financial Statements" below.Item18 of this Annual Report.

The Company has no pending legal claims as of today.

Since its incorporation, the Company has not declared or paid, and has no present intention to declare or to pay in the foreseeable future, any cash dividends with respect to its Common Shares. Earnings will be retained to finance further growth and development of the business of the Company. However, if the Board of Directors declares dividends; all Common Shares will participate equally in the dividends, and, in the event of liquidation, in the net assets, of the Company.

Subsequent events have been evaluated through July 23, 2012,24, 2014, the date of this report.

The following table outlines the high and low market prices for each fiscal financial quarter for the two most recent fiscal periods and any subsequent period:

The following table outlines the high and low market prices for each of the most recent six months:

The Company’s common shares werecurrently trade in two places

On OTC Quotation Board under the trading symbol “PTGEF”. The shares have been traded on OTCQB since 2000.

Effective October 28, 2013, the OverCompany’s shares are also listed for trading in US currency on the Counter Bulletin Board (OTCBB)Canadian Securities Exchange (formerly, Canadian National Stock Exchange) under the symbol “DEAL” and on Canadian Dealing Network (CDN) under the symbol “FDQI” until January 20, 1999.

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English company law, since the common law of the British Virgin Islands is limited. Under the general rule pursuant to English company law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company's affairs by the majority or transaction was reasonablethe board of directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to British Virgin Islands law and fairthe constituent documents of the company. As such, if those who control the company have persistently disregarded the requirements of company law or the provisions of the company's Memorandum and Articles of Association, then the courts may grant relief. Generally, the

 

There are no capital gains, gift or inheritance taxes levied by the British Virgin Islands on companies incorporated or re-registered under the BCA. In addition, securities of companies incorporated or re-registered under the BCA are not subject to Canadian tax on such a disposition, the taxpayer’s capital gain (or capital loss) from a dispositiontransfer taxes, stamp duties or similar charges.

There is the amount by which the taxpayer’s proceeds of disposition exceed (or are exceeded by) the aggregate of the taxpayer’s adjusted cost base of the shares and reasonable expenses of disposition. For Canadianno income tax purposes,treaty or convention currently in effect between (i) the “taxable capital gain”United States and the British Virgin Islands or (ii) Canada and the British Virgin Islands, although a Tax Information Exchange Agreement is equal to one-half ofin force between the capital gain.United States and the BVI and Canada and the BVI