Bontan Corporation Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

   

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15-d 16 of
The Securities Exchange Act of 1934


For the month ended:  May 27, 2004

Commission File Number:  0-30314



BONTAN CORPORATION INC.


(Exact name of Registrant as specified in its charter)


ONTARIO, CANADA


(Jurisdiction of Incorporation)


47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3


(Address of principal executive Offices)


(416) 860 0211


(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F    x      Form 40-F    ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ¨   No   x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
  BONTAN CORPORATION INC.
 
  (Registrant)
 
 
May 26, 2004     By:   /s/  Kam Shah

 
Date   Chief Executive Officer
and Chief Financial Officer









page 1


BONTAN CORPORATION INC.


FOR IMMEDIATE RELEASE

NEWS RELEASE

Toronto, May 26, 2004  Bontan Corporation Inc. (OTCBB: BNTNF) is pleased to announce that it has completed the previously announced private placement to arms-length accredited investors for 8,909,571 Units at US$0.35 per Unit, each Unit included one common share and one common share purchase warrant. Each such warrant entitles its holder to acquire one common share of the company at a price of US$1.00 within twenty-four months of the date of issuance of the Unit.

The proceeds of about US$2.8 million net of agency fee will be used for acquiring equity participation and related investment in the natural resource sector including oil and gas development and exploration and for working capital.

The Company has already invested about US$1.9 million out of the net proceeds by way of loans to a non-affiliated Corporation for the purpose of acquiring indirect participation interest (IPI) of approx. 0.75% in phase one of an oil exploration program in Papua New Guinea. The loan is secured by a first charge on the IPI interest.

The Company through its wholly owned subsidiary has agreed to acquire the IPI share in full settlement of its loan on or before June 30, 2004.

About Bontan Corporation Inc.:

Bontan Corporation Inc. is a, diversified natural resource Company seeking high returns with minimal risks. Bontan operates, backs and invests in major exploitation and an exploration plays run and organized by highly regarded geologists, geophysicists and executives.

Through its wholly owned subsidiaries, Bontan seeks highly visible opportunities in countries around the globe with a history of natural resource production that offers exciting and attractive propositions. The company will seek to minimize risk by bringing in either joint venture, carried or working interest partners, depending on the size and scale of the project.

For further information, please contact Kam Shah, CFO at 416-860-0175.

For Investor Relations, contact Rob Kennedy at Current Capital Corp. at 416-860-0211 or visit their website at www.currentcapital.com.







No regulatory authority has approved nor disapproved the content of this release.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "plans", "confident that", "believe", "expect", or "intend to", and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act and are subject to the safe harbor created by the Act. Such statements are subject to certain risks and uncertainties and actual results could differ materially from those expressed in any of the forward-looking statements.