UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
BONTAN CORPORATION INC.
(Name of Issuer)
Common Shares without par value
(Title of Class of Securities)
09852M101
(CUSIP Number)
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, Canada
M5X 1A9
Telephone: (416) 941-9600
Attention: Gerry Feldman
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Ralph W. Norton, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800
April 30, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 13 pages
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CUSIP No. 09852M101
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1
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names of reporting persons
Pinetree Resource partnership
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2
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check the appropriate box if a member of a group (See Instructions)
(a)
(b)
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3
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sec use only
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4
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source of funds (See Instructions)
WC
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5
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check if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e)
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6
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citizenship or place of organization
ONTARIO, CANADA
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7
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sole voting power
0 (See Items 2 and 5)
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number of
shares
beneficially
owned by
each
reporting
person with
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8
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shared voting power
10,000,000 (See Items 2 and 5)
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9
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sole dispositive power
0 (See items 2and 5)
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10
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shared dispositive power
10,000,000 (See Items 2 and 5)
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11
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aggregate amount beneficially owned by each reporting person
10,000,000 (See Items 2 and 5)
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12
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check if the aggregate amount in row (11) excludes certain shares
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13
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percent of class represented by amount in row (11)
11.9% (See items 2 and 5)
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14
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type of reporting person (See Instructions)
PN
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Page 2 of 13 pages
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CUSIP No. 09852M101
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1
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names of reporting persons
Pinetree capital investment corp.
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2
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check the appropriate box if a member of a group (See Instructions)
(a)
(b)
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3
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sec use only
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4
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source of funds (See Instructions)
WC
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5
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check if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e)
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6
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citizenship or place of organization
ONTARIO, CANADA
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7
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sole voting power
0 (See Items 2 and 5)
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number of
shares
beneficially
owned by
each
reporting
person with
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8
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shared voting power
10,000,000 (See Items 2 and 5)
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9
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sole dispositive power
0 (See Items 2 and 5)
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10
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shared dispositive power
10,000,000 (See Items 2and 5)
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11
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aggregate amount beneficially owned by each reporting person
10,000,000 (See Items 2 and 5)
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12
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check if the aggregate amount in row (11) excludes certain shares
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13
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percent of class represented by amount in row (11)
11.9% (See item 5)
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14
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type of reporting person (See Instructions)
Co
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Page 3 of 13 pages
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CUSIP No. 09852M101
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1
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names of reporting persons
Emerald Capital Corp.
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2
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check the appropriate box if a member of a group (See Instructions)
(a)
(b)
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3
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sec use only
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4
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source of funds (See Instructions)
WC
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5
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check if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e)
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6
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citizenship or place of organization
ALBERTA, CANADA
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7
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sole voting power
0 (See Items 2 and 5)
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number of
shares
beneficially
owned by
each
reporting
person with
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8
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shared voting power
10,000,000 (See Items 2 and 5)
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9
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sole dispositive power
0 (See Items 2 and 5)
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10
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shared dispositive power
10,000,000 (See Items 2and 5)
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11
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aggregate amount beneficially owned by each reporting person
10,000,000 (See Items 2 and 5)
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12
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check if the aggregate amount in row (11) excludes certain shares
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13
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percent of class represented by amount in row (11)
11.9% (See item 5)
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14
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type of reporting person (See Instructions)
Co
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Page 4 of 13 pages
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CUSIP No. 09852M101
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1
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names of reporting persons
Pinetree Capital Ltd.
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2
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check the appropriate box if a member of a group (See Instructions)
(a)
(b)
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3
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sec use only
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4
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source of funds (See Instructions)
WC
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5
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check if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e)
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6
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citizenship or place of organization
ONTARIO, CANADA
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7
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sole voting power
0 (See Items 2 and 5)
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number of
shares
beneficially
owned by
each
reporting
person with
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8
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shared voting power
10,000,000 (See Items 2 and 5)
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9
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sole dispositive power
0 (See Items 2 and 5)
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10
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shared dispositive power
10,000,000 (See Items 2and 5)
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11
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aggregate amount beneficially owned by each reporting person
10,000,000 (See Items 2 and 5)
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12
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check if the aggregate amount in row (11) excludes certain shares
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13
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percent of class represented by amount in row (11)
11.9% (See item 5)
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14
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type of reporting person (See Instructions)
Co
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Page 5 of 13 pages
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CUSIP No. 09852M101
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1
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names of reporting persons
Sheldon Inwentash
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2
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check the appropriate box if a member of a group (See Instructions)
(a)
(b)
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3
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sec use only
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4
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source of funds (See Instructions)
PF
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5
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check if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e)
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6
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citizenship or place of organization
CANADA
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7
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sole voting power
6,218,010 (See Items 2 and 5)
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number of
shares
beneficially
owned by
each
reporting
person with
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8
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shared voting power
10,000,000 (See Items 2 and 5)
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9
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sole dispositive power
6,218,010 (See Items 2 and 5)
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10
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shared dispositive power
10,000,000 (See Items 2and 5)
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11
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aggregate amount beneficially owned by each reporting person
16,218,010 (See Items 2 and 5)
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12
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check if the aggregate amount in row (11) excludes certain shares
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13
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percent of class represented by amount in row (11)
18.4% (See item 5)
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14
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type of reporting person (See Instructions)
IN
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Page 6 of 13 pages
This Amendment No. 6 (this "Amendment") amends the Statement on Schedule 13D filed on April 27, 2006 (the "Schedule 13D"), as previously amended by Amendment No. 1 thereto, filed on May 5, 2006, Amendment No. 2 thereto, filed on September 23, 2009, Amendment No. 3 thereto (on Schedule 13G), filed on November 25, 2009, Amendment No. 4 thereto (on Schedule 13G), filed on February 5, 2010, and Amendment No. 5 thereto, filed on April 12, 2010 (“Amendment No. 5”) by Pinetree Resource Partnership, Pinetree Capital Investment Corp., Emerald Capital Corp., Pinetree Capital Ltd. and Sheldon Inwentash. All capitalized terms used but not defined herein shall have the meanings assigned to them in Amendment No. 5. Except as provided herein the Schedule 13D (as previously amended) is unmodified.
Item 2. Identity and Background.
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(a)-(c)
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This Schedule 13D is being filed by Pinetree Resource Partnership, a general partnership formed under the laws of Ontario (“Pinetree Resource”), and by Pinetree Capital Ltd. (“Pinetree Capital”), a corporation formed under the laws of the Province of Ontario, Canada. This Schedule 13D is also being filed by Pinetree Capital Investment Corp., a corporation organized under the laws of Ontario, Canada (“PCIC”), and Emerald Capital Corp., a corporation formed under the laws of the Province of Alberta, Canada (“Emerald”). PCIC holds 99.99% of the outstanding equity interests of Pinetree Resource and Emerald holds 0.01% of the outstanding equity interests of Pinetree Resource. Pinetree Capital is the parent company and holds 100% of the outstanding capital stock of each o
f PCIC and Emerald. The principal businesses of Pinetree Capital, Pinetree Resource, PCIC and Emerald are private investment. This Schedule 13D is also being filed by Sheldon Inwentash (“Inwentash”). Inwentash is the Chief Executive Officer of Pinetree Capital and President of PCIC and Emerald.
The address of the business and principal office of each of Pinetree Resource, Pinetree Capital, PCIC, Emerald and Inwentash is The Exchange Tower, 130 King Street West, Suite 2500, Toronto, Ontario M5X 1A9.
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(d)
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During the past five years, neither Pinetree Resource nor, to Pinetree Resource’s knowledge, any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, neither Pinetree Capital nor, to Pinetree Capital’s knowledge, any of its executive officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, neither PCIC nor, to PCIC’s knowledge, any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, neither Emerald nor, to Emerald’s knowledge, any of its executive of
ficers or directors has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, Inwentash has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
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Page 7 of 13 pages
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(e)
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During the past five years, neither Pinetree Resource nor, to Pinetree Resource’s knowledge, any of its executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the past five years, neither Pinetree Capital nor, to Pinetree Capital’s knowledge, any of its executive officers, directors or controlling persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final o
rder enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the past five years, neither PCIC nor, to PCIC’s knowledge, any of its executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the past five years, neither Emerald nor, to Emerald’s knowledge, any of its executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the past five years, Inwentash has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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The name, citizenship, business address, principal business occupation or employment of each of the directors and executive officers of Pinetree Resource, Pinetree Capital, PCIC and Emerald are set forth on Annex A hereto. Inwentash is a Canadian citizen.
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Item 5. Interest in Securities of the Issuer.
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(a)
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As of the date hereof, Pinetree Resource is deemed to beneficially own an aggregate of 10,000,000 Common Shares (the “PR Shares”), representing approximately 11.9% of the number of Common Shares outstanding. The PR Shares include 2,000,000 Common Shares issuable upon exercise of warrants at a price of $0.20 per share expiring March 31, 2014, 2,500,000 Common Shares issuable upon exercise of warrants at a price of $0.35 per share expiring January 29, 2015, and 1,500,000 Common Shares issuable upon exercise of warrants at a price of $0.35 per share expiring March 29, 2015. As of the date hereof, Inwentash is deemed to beneficially own an aggregate of 16,218,010 Common Shares, representing approximately 18.4% of the number of Common Shares outstanding. This amount includes the PR Shares and 6,218,010 Common Shares that Inwentash owns directly (the “Inwentash Shares”). The Inwentash Shares include 1,000,000 Common Shares issuable upon exercise of warrants at a price of $0.20 per share expiring March 31, 2014, 2,000,000 Common Shares issuable upon exercise of warrants at a price of $0.35 per share expiring January 29, 2015, and 1,000,000 Common Shares issuable upon exercise of warrants at a price of $0.35 per share expiring March 29, 2015. According to a report on Form 6-K filed by the Company on September 22, 2010, the Company issued 1
2,700,000 Common Shares on April 30, 2010, and had a total of 78,314,076 Common Shares outstanding on June 30, 2010.
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(b)
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By virtue of Pinetree Resource’s direct ownership of the PR Shares and Pinetree Capital, PCIC and Emerald’s ownership and control of Pinetree Resource, Pinetree Capital, PCIC, Emerald and Pinetree Resource may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of the PR Shares.
Inwentash has sole power to direct the vote and to direct the disposition of the Inwentash Shares. By virtue of his position as Chief Executive Officer of Pinetree Capital, Inwentash may be deemed to have shared power to vote the PR Shares. Inwentash disclaims beneficial ownership of the PR Shares.
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Page 8 of 13 pages
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(c)
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Pinetree Resource did not effect any transactions in the Company’s securities within the past 60 days.
Inwentash effected the following transactions in the Company’s securities within the past 60 days:
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Date
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Securities Sold
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Price per Unit
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Nature of Transaction
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September 24, 2010
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229,102
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$0.197
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Open market sale
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September 27, 2010
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555,888
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$0.200
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Open market sale
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(d)
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Not applicable.
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(e)
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Not applicable.
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Item 7. Material to be Filed as Exhibits.
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Exhibit 2.
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Resolution of the Partners of Pinetree Resource Partnership.
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Page 9 of 13 pages
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 29, 2010
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PINETREE RESOURCE PARTNERSHIP
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By: /s/ Gerry Feldman
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Name: Gerry Feldman
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Title: Authorized Signing Officer
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PINETREE CAPITAL INVESTMENT CORP.
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By: /s/ Gerry Feldman
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Name: Gerry Feldman
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Title: Chief Financial Officer
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EMERALD CAPITAL CORP.
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By: /s/ Sheldon Inwentash
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Name: Sheldon Inwentash
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Title: President
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PINETREE CAPITAL LTD.
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By: /s/ Gerry Feldman
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Name: Gerry Feldman
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Title: Corporate Development and Chief Financial Officer
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/s/ Sheldon Inwentash
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Sheldon Inwentash
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Page 10 of 13 pages
Annex A
Executive Officers and Directors
Pinetree Capital Ltd.
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Name
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Principal Occupation or Employment and Business Address
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Sheldon Inwentash
Canadian citizen
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Director and Chief Executive Officer
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Gerry Feldman
Canadian citizen
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Corporate Development and Chief Financial Officer
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Richard Patricio
Canadian citizen
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Vice President, Legal & Corporate
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Bruno Maruzzo
Canadian citizen
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Director of Pinetree Capital
Principal of Technoventure Inc., a business consulting company
800 Petrolia Road, Unit 15
Toronto, Ontario, M3J 3K4, Canada
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Peter Harder
Canadian citizen
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Director of Pinetree Capital
Senior Policy Advisor of Frazer Milner Casgrain
99 Bank Street, Suite 1420
Ottawa, Ontario, K1P 1H4, Canada
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Ron Perry
Canadian citizen
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Director of Pinetree Capital
Principal of Briolijor Corporation, a business consulting company
28 Appleglen
Hudson, Quebec, J0P 1H0, Canada
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Paul Parisotto
Canadian citizen
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Director of Pinetree Capital
President of Coniston Investment Corp.
401 Bay Street
Suite 2700 P.O. Box 152
Toronto, ON M5H 2Y4, Canada
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Page 11 of 13 pages
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Gerry Goldman
Canadian citizen
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Director of Pinetree Capital
Partner of Scwartz Levitsky Feldman, LLP
1167 Caledonia Road
Toronto, Ontario, M6A 2X1, Canada
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Andrew Fleming
Canadian citizen
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Director of Pinetree Capital
Senior Partner, Ogilvy Renault
Royal Bank Plaza, South Tower
200 Bay Street, Sutie 3800
Toronto, Ontario, M5J 2Z4, Canada
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Marshall Auerback
Canadian citizen
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Director of Pinetree Capital
Independent Businessman
817 Pearl Street
Denver, CO 80203 USA
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Pinetree Resource Partnership
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Name and Citizenship
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Principal Occupation or Employment and Business Address
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Sheldon Inwentash
Canadian citizen
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Authorized Signing Officer of Pinetree Resource
Chief Executive Officer of
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Gerry Feldman
Canadian citizen
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Authorized Signing Officer of Pinetree Resource
Corporate Development and Chief Financial Officer of
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Richard Patricio
Canadian citizen
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Authorized Signing Officer of Pinetree Resource
Vice President, Legal & Corporate of
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Page 12 of 13 pages
Pinetree Capital Investment Corp.
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Name
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Principal Occupation or Employment and Business Address
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Sheldon Inwentash
Canadian citizen
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Director and President
Chief Executive Officer of
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Gerry Feldman
Canadian citizen
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Director and CFO
Corporate Development and Chief Financial Officer of
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Emerald Capital Corp.
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Name
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Principal Occupation or Employment and Business Address
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Sheldon Inwentash
Canadian citizen
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Director, President and Secretary-Treasurer of Emerald Capital
Chief Executive Officer of
Pinetree Capital Ltd.
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario, M5X 1A9, Canada
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Page 13 of 13 pages
Exhibit 2
RESOLUTION(S) OF THE PARTNERS
OF
PINETREE RESOURCE PARTNERSHIP (the “Partnership”)
BE IT RESOLVED that Gerry Feldman be and he is hereby authorized and empowered on behalf of the Partnership to accept and convey, assign, transfer or otherwise dispose of all or any shares, stocks, bonds, debentures, or debenture stock and other securities of every description now or hereafter registered in the name of the Partnership or held or owned by the Partnership and to make, sign and execute on behalf of the Partnership all and any instruments of acceptance, assignment and transfer and other documents whenever necessary or proper to effectuate the same with full power to appoint in their place and stead any attorney or attorneys with full power of substitution therein, and that any and all instrum
ents of acceptance, assignment and transfer and other documents in connection therewith and heretofore signed and executed on behalf of the Partnership in accordance with the authority set out above are hereby ratified and confirmed.
THE UNDERSIGNED, being all the partners of the Partnership, hereby sign the foregoing resolution.
DATED as of the 29th day of September, 2010.
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PINETREE CAPITAL INVESTMENT CORP.
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Per: /s/ SHELDON INWENTASH
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SHELDON INWENTASH
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DIRECTOR
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EMERALD CAPITAL CORP.
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Per: /s/ SHELDON INWENTASH
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SHELDON INWENTASH
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DIRECTOR
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