UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| BONTAN CORPORATION INC. | |||
| (Exact name of registrant as specified in its charter) | |||
| PROVINCE OF ONTARIO, CANADA | NOT APPLICABLE | ||
| (State or other jurisdiction of | (I.R.S. Employer | ||
| incorporation or organization) | Identification No.) | ||
| SUITE 200, 47 AVENUE ROAD, TORONTO, ONTARIO, CANADA M5R 2G3 | |||
| (Address of Principal Executive Offices) | (Zip Code) | ||
| 2001 CONSULTANT STOCK COMPENSATION PLAN AND 1999 STOCK OPTION PLAN |
|||
| (Full title of the plan) | |||
| NOT APPLICABLE | |||
| (Name and address of agent for service) | |||
| NOT APPLICABLE | |||
| (Telephone number, including area code, of agent for | |||
| service) | |||
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
| Common Stock | 4,205,714 shares | $0.35 | $1,472,000 | $120.00 |
(1) This Registration Statement also covers any additional shares of Common Stock which become issuable under the 2001 Consultant Stock Compensation Plan and 1999 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Bontan Corporation Inc. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plans described herein. The shares being registered represent (i) 1,205,714 shares under the 2001 Consultant Stock Compensation Plan not previously registered under a registration statement on Form S-8, SEC File No. 333-85108, and (ii) 3,000,000 shares that are or may become issuable under the 1999 Stock Option Plan.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the fair market value per share of Common Stock of Bontan Corporation Inc. on April 28, 2003.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this registration statement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC since the end of the fiscal year covered by the annual report referred to below under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934.
(a) The Company's Annual Report on Form 20-F for its fiscal year ended March 31, 2002 (Commission File No. 0-30314);
(b) All other reports filed by the Company with the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 subsequent to March 31, 2002; and
(c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 20-F, as amended, as filed on August 1, 2000.
All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Ontario law and our Bylaws generally authorizes us to indemnify our directors, officers, employees and agents against particular liabilities for any threatened, pending or completed action, suit or proceeding, whether civil, criminal or administrative. Our Bylaws provide that we will indemnify our directors, officers, employees and agents to the full extent provided under Ontario law. Our directors and officers are also excused under our Bylaws from monetary liability to us for particular errors of judgment or oversight. These provisions do not affect the availability of equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty. However, as a practical matter, equitable relief may not be available. In the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act. As a result, the above provisions may not limit liability of our directors, officers, employees and agents for violations of, or relieve them from the necessity of complying with, the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number
| 4.1 | Specimen of Common Stock (Incorporated by reference to Exhibit 2(i) to the Company's Registration Statement on Form 20-F, as amended, as filed on August 1, 2000). | |
| 5.1 | Opinion of Messerli & Kramer P.A. regarding legality of shares. | |
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| 10.1 | 2001 Consultant Stock Compensation Plan. | |
| 10.2 | 1999 Stock Option Plan. | |
| 23.1 | Consent of Messerli & Kramer P.A. (contained as part of Exhibit 5.1). | |
| 23.2 | Consent of Daren, Martenfeld, Carr, Testa and Company LLP, Chartered Accountants. | |
| 24.1 | Power of Attorney (contained as part of the signature page). | |
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the issuer pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference herein.
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on April 30, 2003.
| BONTAN CORPORATION INC. |
| By: /s/ Terence Robinson |
| Terence Robinson, Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terence Robinson and Kam Shah and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his subst itutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | |
| /s/ Terence Robinson | Chairman and Chief Executive Officer and Director | |
| Terence Robinson, Chief Executive Officer | (Principal Executive Officer) | |
| Date: April 30, 2003 | ||
| /s/ Kam Shah | Chief Financial Officer and Director | |
| Kam Shah, Chief Financial Officer | (Principal Financial and Accounting Officer) | |
| Date: April 30, 2003 | ||
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EXHIBIT 5.1
[LETTERHEAD OF MESSERLI & KRAMER P.A.]
April 30, 2003
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario, Canada M5R 2G3
Re: Issuance of Securities
Ladies and Gentlemen:
You have requested our opinion as your special U.S. securities counsel with respect to certain matters in connection with the filing by Bontan Corporation Inc. (the "Company") of the Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the sale of up to 4,205,714 shares of the Company's common stock (the "Common Stock") for possible issuance under the Company's 2001 Consultant Stock Compensation Plan and 1999 Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and execution and delivery of all documents, where execution and delivery are a prerequisite to the effectiveness thereof.
We advise you that we are licensed to practice in Minnesota. Accordingly, our opinion assumes that the provincial laws of Ontario and the federal laws of Canada would yield the same opinion as application of the laws of the State of Minnesota and the federal laws of the United States.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Common Stock, when issued in accordance with the Plans and the Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Messerli & Kramer P.A.
EXHIBIT 10.1
2001 CONSULTANT
STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Dealcheck.Com Inc. by allowing the Company to compensate consultants and contractors who have provided bona fide services to the Company, through the award of Common Stock of the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Common Stock" means the Common Stock of the Company.
4. "Date of Grant" means the day the Board of Directors authorized the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular Award will become effective.
5. "Consultant" and "Contractor" means any person or entity (i) who has rendered or will render bona fide services to the Company, and (ii) who, in the opinion of the Board of Directors, are in a position to make, or who have previously made, a significant contribution to the success of the Company.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is November 1, 2001.
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this Plan, and will grant Awards under this Plan. Subject to the express provisions of this Plan and applicable law, the Board of Directors shall have full authority and sole and absolute discretion to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Board of Directors on the matters referred to in this Section shall be conclusive. The Board of Directors shall have sole and absolute discretion to amend this Plan. No member of the Board of Directors shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be granted under this Plan is 10,000,000 shares which number represents 10,000,000 shares not yet issued under the Plan. The Board of Directors may increase the maximum number of shares of Common Stock as to which Awards may be granted at such time as it deems advisable.
[Note: subsequent to the adoption of the Plan, the Company has effected a 1-for-7 combination of its Common Stock, the effect of which is to reduce the 10,000,000 shares above to 1,428,571 shares.]
VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Consultants and Contractors.
VII. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Consultants and Contractors Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Consultant and Contractor will relate, and the terms and conditions upon which an Award may be issued1
(including, without limitation, the date of exercisability, exercise price and term of any Award which constitutes an option or warrant to purchase Common Stock). No grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and regulations promulgated thereunder, or under the rules and regulations of the Securities Act (Ontario).
VIII. DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the Company shall deliver to the person who is the recipient of the Award, a certificate or certificates registered in that person's name, representing the number of shares of Common Stock that were granted. If applicable, each certificate shall bear a legend to indicate that the Common Stock represented by the certificate was issued in a transaction which was not registered under the Act, and may only be sold or transferred in a transaction that is registered under the Act or is exempt from the registration requirements of the Act.
IX. RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any Consultant and Contractor the right to continued engagement by the Company nor shall it interfere with or restrict in any way the rights of the Company to discharge any Consultant and Contractor or to terminate any consulting relationship at any time.
X. LAWS AND REGULATIONS.
1. The obligation of the Company to sell and deliver shares of Common Stock on the grant of an Award under this Plan shall be subject to the condition that counsel for the Company be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order to provide officers and directors with certain exemptions from Section 16(b) of the Securities Exchange Act of 1934, as amended.
XI. TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person granted an Award under this Plan prior to that date.
XII. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with a copy of the resolution or resolutions of the Board of Directors authorizing the granting of the Award and establishing the terms, if any, of participation.
DATED NOVEMBER 1, 2001
| DEALCHECK.COM INC. | |
| Per: /s/ Terence Robinson | |
| Terence Robinson | |
| Chief Executive Officer | |
| Per: /s/ Kamlesh Shah | |
| Kamlesh Shah | |
| Chief Financial Officer | |
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EXHIBIT 10.2
DEALCHECK.COM INC.
1999 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of this stock option plan (the "Plan") is to develop the interest of the directors, officers, employees and consultants who provide on-going services (collectively, "Optionees") to Dealcheck.Com Inc. (the "Corporation") and its subsidiaries in the growth and development of the Corporation by providing such persons with the opportunity to acquire an increased proprietary interest in the Corporation and to better enable the Corporation and its subsidiaries to attract and retain persons of desired experience and ability.
2. ADMINISTRATION
This Plan shall be administered by the board of directors of the Corporation (the "Directors").
3. GRANTING
The Directors may from time to time and in their discretion grant by way of resolution one or more stock options ("Stock Options") to purchase voting common shares of the Corporation ("Common Shares") to any one or more Optionees.
4. NUMBER
The number of Common Shares reserved for issuance at any time pursuant to this Plan shall be 10 per cent of the issued and outstanding Common Shares in the capital of the Corporation.
Common Shares optioned under Stock Options that expire or otherwise terminate in accordance with the terms of the Plan shall be available to be optioned under subsequent grants of Stock Options.
5. EXERCISE PRICE
At the time of grant of a Stock Option, the Directors shall fix the exercise price thereof (the "Exercise Price"), which such price shall not be less than the closing price of the Common Shares on the OTCBB, on the first date preceding the date of grant on which the Common Shares traded on the OTCBB. Alternatively, the Directors may fix the Exercise Price at the weighted average of the trading prices of the Common Shares on the Exchange on the five (5) days preceding the date of grant of the Stock Option. In the event that the Common Shares are listed on another stock exchange or stock exchanges, the references in this Plan to the OTCBB shall be deemed to be references to such stock exchange as shall be designated by the Directors. In the event that the Common Shares are not listed for trading on any stock exchange at the time of the grant of a Stock Option, the Exercise Price of such Stock Option shall be such price as is determined by the Direc tors.
6. VESTING
At the time of grant of a Stock Option, the Directors shall fix the date or dates on which the Optionee shall be entitled to exercise part or all of such Stock Option (the "Vesting Dates").
7. EXPIRY DATE
At the time of grant of a Stock Option, the Directors shall fix the date on which such Stock Option shall expire (the "Expiry Date"), provided that such date shall be no later than five (5) years from the date of grant.
8. STOCK OPTION AGREEMENT
A written agreement shall be entered into between the Corporation and each Optionee to whom a Stock Option has been granted under this Plan, which such agreement shall set out the number of Common Shares under option, the Exercise Price, the Vesting Dates, the Expiry Date and such other terms as the Directors determine to be necessary or desirable, all of which shall be in accordance with the provisions of this Plan (the "Stock Option Agreement"). The Stock Option Agreement will be in such form as the Directors may from time to time approve (and which other form is approved by the Exchange, if required) and may be executed and delivered for and on behalf of the Corporation by any one of the Chief Executive Officer or Chief Financial Officer of the Corporation or such other officer or director of the Corporation as the Directors may authorize.
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9. NO RIGHT OF ASSIGNMENT
All Stock Options granted pursuant to this Plan shall be personal to the Optionee and shall not be assignable or otherwise transferable except by will or the laws of descent and distribution.
10. NO RIGHT AS SHAREHOLDER
An Optionee shall have no rights whatsoever as a shareholder in respect of any Common Shares under option to such Optionee unless and until he/she has exercised the related Stock Option in respect of such Common Shares.
11. EXERCISE
A Stock Option may be exercised in whole or in part by the delivery to the Corporation at its head office of a written notice (the "Notice") that specifies the number of Common Shares in respect of which such Stock Option is being exercised together with payment in an amount equal to the Exercise Price thereof multiplied by such number of Common Shares.
Upon the exercise of a Stock Option in whole or in part, the Corporation shall cause to be delivered to the Optionee a certificate registered in the name of such Optionee representing the number of Common Shares specified in the Notice.
Common Shares issued upon the valid exercise of a Stock Option shall be validly issued as fully paid and non-assessable. The issuance of such Common Shares shall not require any further resolution or approval of the Directors and shall be deemed to have occurred on the date that the related Stock Option was exercised.
12. VARIATIONS IN NUMBER
In the event that the Corporation:
(a) declares a stock dividend or makes a distribution on the Common Shares in Common Shares;
(b) subdivides or consolidates the issued and outstanding Common Shares into a greater or smaller number of Common Shares;
(c) issues rights to all or substantially all of the holders of the Common Shares to purchase additional Common Shares at a price below the closing trading price of the Common Shares on the record date associated with such issuance; or
(d) effects any transaction through which the Common Shares as a class are converted into or rendered exchangeable for any other securities
then either or both of the number of Common Shares optioned under outstanding Stock Options and the Exercise Price thereof shall be adjusted by resolution of the Directors if the Directors determine that such an adjustment is required to prevent substantial dilution or enlargement of the rights granted to Optionees.
13. VARIATIONS IN VESTING
In the event that an Optionee dies, such Optionee's executor or executrix shall have the right to exercise part or all of all then outstanding and vested Stock Options on behalf of the Optionee's estate until the earlier of the date set by the Directors at the time of the grant of such Stock Options (such date not to exceed one year after the date of death of the Optionee) or the Expiry Date. All Stock Options not exercised by such date shall immediately and automatically terminate. The Directors shall have the right, in their sole discretion, to provide at the time of the grant of the Stock Options of an Optionee, that all Stock Options granted to such Optionee shall be deemed to fully vest on the day prior to the Optionee's death. If the Directors do so, such Optionee's executor or executrix shall have the right to exercise all of the outstanding Stock Options of such Optionee in accordance with the above.
In the event that an Optionee retires or resigns from his or her office and employment with the Corporation and all of its subsidiaries or is removed from such office and employment (whether with or without cause) or otherwise ceases to hold such office or employment for any reason (otherwise than as a result of the death of the Optionee) all then outstanding and unvested Stock Options granted to such Optionee shall immediately and automatically terminate. Such Optionee shall have the right to exercise part or all of his or her then outstanding and vested Stock Options until the earlier of the date set by the Directors at the time of the grant of such Stock Options (such date not to exceed 90 days after the date such Optionee retires or is removed
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from such office) or the Expiry Date. All such Stock Options not exercised by such date shall immediately and automatically terminate. The Directors shall have the right, in their sole discretion, to provide at the time of the grant of the Stock Options of an Optionee, that all Stock Options granted to such Optionee shall be deemed to fully vest on the day prior to the resignation or removal of the Optionee from such office or employment. If the Directors do so, such Optionee shall have the right to exercise all of the outstanding Stock Options of such Optionee in accordance with the above.
In the event that:
(a) the Directors determine that there is a reasonable probability that the Corporation will be reorganized, amalgamated or merged with, consolidated into or in any way combined with, another corporation;
(b) the shareholders of the Corporation approve the liquidation, dissolution or winding-up of the Corporation or the sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation;
(c) a take-over bid, which is a "formal bid" (as that term is defined by the Securities Act (Ontario)), is made for any voting or equity securities of the Corporation; or
(d) the Directors determine that there is a reasonable probability that the Corporation will experience a change of control (as determined by the Directors)
then the Directors may by resolution determine that all or any part of the outstanding and unvested Stock Options granted to any one or more Optionees shall vest on a date specified by such resolution and all such Stock Options shall be deemed to have vested on the date so specified.
14. AMENDMENT OR DISCONTINUANCE OF PLAN
This Plan is subject to the rules of the Exchange and of any other stock exchange or exchange facility through which the Common Shares may at any time be traded (the "Rules"). To the extent that any provision of this Plan conflicts with any Rule, such Rule shall govern and this Plan shall be deemed to be amended to be consistent therewith.
The Directors may amend or discontinue this Plan at any time (upon receipt of the approval of the Exchange), provided that no such amendment or discontinuance may, without the consent of any affected Optionee, alter or impair any Stock Options previously granted to such Optionee under this Plan.
15. TRANSITION
A stock option agreement entered into prior to the effective date of this Plan that remains outstanding on the effective date of this Plan shall continue in full force and effect under the terms of this Plan. Upon the approval of this Plan by the shareholders of the Corporation, all previous stock option plans, if any, shall be rescinded.
16. EFFECTIVE DATE
This Plan shall be come effective as of the date set out below.
DATED DECEMBER 1, 1999
| DEALCHECK.COM INC. | |||
| Per: /s/ Terence Robinson | Per: /s/ Kamlesh Shah | ||
| Terence Robinson | Kamlesh Shah | ||
| Chief Executive Officer | Chief Financial Officer | ||
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AMENDMENT TO 1999 STOCK OPTION PLAN
BE IT RESOLVED THAT:
1. The stock option plan of the Corporation (the "Plan") be and is hereby amended such that the maximum number of Common Shares which may be reserved for issuance for all purposes at any time pursuant to the Plan shall be increased from 10 per cent to 25 per cent of the issued and outstanding Common Shares of the Corporation.
2. Any officer or director of the Corporation is hereby authorized, for an on behalf of the Corporation, to execute and deliver such documents and instruments and to take such other actions as such officer or director may determine to be necessary or advisable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents or instruments and the taking of any such actions.
October 30, 2000
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EXHIBIT 23.2
CONSENT OF CHARTERED ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 27, 2002, relating to the consolidated financial statements of Bontan Corporation Inc. (formerly known as Dealcheck.com Inc.) as of March 31, 2002 and 2001 and for the fiscal years then ended appearing in the Company's Annual Report on Form 20-F for Foreign Private Issuers for the fiscal year ended March 31, 2002. Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected results of operations for the fiscal years ended March 31, 2002 and 2001 and the shareholders' equity as at that date to the extent summarized in Note 16 to the consolidated financial statements.
Any use that a third party makes of this letter, or any reliance or decisions made based on it, are the responsibility of such third parties, and that we accept no responsibility for loss or damages, if any, suffered by any third party as a result of decisions made or actions taken based on it.
/s/ DMCT, LLP
April 30, 2003
Toronto, Canada