Bontan closes Portage Pharma Limited acquisition
TORONTO, June 4, 2013
TORONTO, June 4, 2013 /PRNewswire/ - Bontan Corporation Inc. ('the Company")
(OTCBB: BNTNF) ("Bontan") is pleased to announce the official signing and
completion of a share exchange agreement with all the shareholders of Portage
Pharma Limited ("PPL"), a private Biotech corporation formed under the laws of
the British Virgin Islands. Under the terms of the agreement, all the shares
of PPL have been exchanged for approximately 81.7 million common shares of
Bontan and approximately 71.4 million warrants valid for two years from the
date of closing, exercisable to convert into an equal number of common shares
of Bontan at an exercisable price of US$0.29 per share. Additionally Bontan
issued approximately 9.8 million shares to Culminant Capital Inc., a St. Kitts
private corporation, as compensation for financial services rendered to Bontan
and PPL in connection with this transaction. All shares and warrants issued
will be restricted until registered.
After giving effect to the share exchange transaction, Bontan will have
approximately 175 million common shares issued and outstanding of which
approximately 91.5 million common shares will be restricted securities. Bontan
will also have approximately 140 million options and warrants outstanding
which are exercisable into an equal number of common shares.
The transaction resulted in PPL merging into Portage Acquisition Inc., a
wholly owned subsidiary of Bontan, incorporated in the BVI. The merged entity
will be named Portage Pharma Inc. ("Portage") which will be a subsidiary of
Bontan. The senior managers of Portage, Dr. Bruce Littman and Dr. Frank
Marcoux, will continue to hold 33,542 options to acquire up to 7% equity in
Portage valid for five years at an exercise price of US$1.10 per option. The
options vest in agreed instalments over a two year period.
Portage 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
After completion of the initial share exchange, Mr. Shah will resign as CEO
while retaining his role as CFO of Bontan. Dr. Declan Doogan will become the
CEO of Bontan.
Mr. Dean Bradley and Mr. Brett Rees will resign as independent directors of
Bontan and will be replaced by Dr. Gregory Bailey and Mr. Jim Mellon as
independent directors. The new Board will be comprised of Mr. Shah, Dr.
Doogan, Dr. Bailey and Mr. Mellon.
PPL currently has nine consultants headed by Dr. Bruce Littman as CEO and Dr.
Frank Marcoux, as Chief Scientific Officer. This same team will manage
Portage. This team will continue their development of ANTP-containing peptides
for non-oncology indications and review other potential opportunities for
inclusion in the PPL drug discovery and development portfolio.
The outgoing CEO, Mr. Kam Shah commented, "After a very lengthy period of
comprehensive due diligencewe are delighted to finalize this exciting
transaction with PPL which will look to develop new drugs for the Antennapedia
platform. The Company has over US $3.4 million in cash which will meet the
initial development costs for the current initiatives at Portage. I am
confident that Portage's development team, having over 200 years of combined
experience in the financing and the development of new drugs, will position
Bontan at the forefront of biotech research and development and should create
substantial and sustainable shareholder value."
Dr. Declan Doogan, the incoming CEO commented, "We believe that this merger
with Bontan provides our team with access to the capital markets and
opportunity to not only to develop ANTP but to look for other compelling drug
development opportunities to in-license. I personally am very excited that we
have been able to assemble this team of biotech professionals, especially as
many of us have worked together on a variety of other successful projects
during our professional careers."
The following are the backgrounds of the new management and Board members:
Declan Doogan M.D. is the co-founder and Chairman of PPL and will be the CEO
of Bontan. 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.
Gregory Bailey M.D. is a co-founder and Chief Business Officer of PPL.
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.
Jim Mellon is a co-founder of PPL. A principal of Charlemagne Capital, a
listed fund management company; Regent Pacific, an Asian mining group; and the
controlling shareholder of Manx Financial, an Isle of Man based-bank; Speymill
Group, a property business; and Webis Holdings. Co-founder of Uramin and Red
Dragon Resources, both mining groups. Burnbrae, his private company, is a
substantial landlord in Germany and in the Isle of Man, and owns a hotel
chain. Mr Mellon is on twitter @: https://twitter.com/jimmhk.
Bruce H. Littman, M.D., will be the CEO of Portage. He has over 30 years of
research and drug development experience. He was Vice President and Global
Head of Translational Medicine in Pfizer and also has a strong academic
background in immunology, rheumatology and inflammation. His skill set is
particularly suited to developing de-risking strategies and using an
understanding of how drugs behave in the body to evaluate early drug
candidates. He has an excellent track record in early clinical development.
After retiring from Pfizer at the end of 2007 he became an independent
consultant. Prior to that, he served for 13 years on the faculty of Virginia
Commonwealth University's Medical College of Virginia. He is an author and
co-editor of "Translational Medicine and Drug Discovery" published in 2011 by
Cambridge University Press.
Frank W. Marcoux, Ph.D. is the CSO of Portage. He has over 25 years of
pharmaceutical company and academic research experience. He was the VP
Quantitative and Innovative Medicine in WW Development at Pfizer and former VP
WW Discovery Biology Discipline Head until 2008 when he became an independent
consultant. Previously he worked for Parke-Davis Pharmaceutical Research for
seventeen years. Dr. Marcoux's consulting focus is on high confidence
translation of drug discovery programs to early clinical proof of concept and
is aimed at biotech, Pharma and academic medical centres. Dr. Marcoux holds a
Ph.D. in Physiology and Biophysics and held research positions prior to
industry at Harvard Medical School/Massachusetts General Hospital, University
of Alabama, Birmingham, Medical Center, and at the University of Vermont,
College of Medicine.
About Bontan Corporation Inc:
Bontan and its new subsidiary, Portage Pharma Inc., will be engaged in
researching and developing pharmaceutical and biotech products through to
proof of concept with an early focus on unmet clinical needs and orphan drugs.
Following proof of concept, the Company will look to sell or licence the
products to large pharmaceutical companies to gain global distribution. For
further information, contact Kam Shah CFO of Bontan, at416-929-1806 or
This news release includes forward-looking statements within the meaning of
the U.S. federal and Canadian securities laws. Any such statements reflect
Bontan's current views and assumptions about future events and financial
performance. Bontan cannot assure that future events or performance will
occur. Important risks and factors that could cause actual results or events
to differ materially from those indicated in our forward-looking statements.
Bontan assumes no obligation and expressly disclaims any duty to update the
information in this News Release.
SOURCE Bontan Corporation Inc.
Contact Kam Shah CFO of Bontan, at416-929-1806 firstname.lastname@example.org
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