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
(State of Incorporation)
NOT APPLICABLE
(I.R.S. Employer Identification Number)
47 AVENUE ROAD, SUITE 200, TORONTO, ONTARIO, CANADA M5R 2G3
(Address of principal executive offices) (zip code)
THE ROBINSON STOCK OPTION PLAN
2005 STOCK OPTION PLAN
2005 CONSULTANT STOCK COMPENSATION PLAN
(Full Title of the Plan)
NOT APPLICABLE
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Name of the plan | Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate Offering Price (2) | Amount of Registration Fee | |
The Robinson Option Plan | Common stock no par value | 1,100,000 | (1) | $0.50 | $550,000.00 | $58.85 |
2005 Stock Option Plan | Common stock no par value | 1,000,000 | (1) | $0.29 | $290,000.00 | $31.03 |
2005 Consultant Stock Compensation Plan | Common stock no par value | 1,000,000 | (1) | $0.29 | $290,000.00 | $31.03 |
$120.91 |
(1) This Registration Statement also covers any additional shares of Common Stock which become issuable under the 2005 Stock Option Plan and the 2005 Consultant Stock Compensation 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.
(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 November 30, 2005.
PART II
ITEM 3.
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 in this registration statement 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, 2005 filed September 12, 2005 (Commission File No. 0-30314), as amended;
(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, 2005; 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 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.
Under the Business Corporations Act (Ontario) (the “Act”), the Company may indemnify a present or former director or officer or a person who acts or acted at the Company’s request as a director or officer or of another corporation of which the Company is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been such a director or officer if the director or officer acted honestly and in good faith with a view to the best interest of the Company and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. A director or officer is entitled to indemnification from the Company as a matter of right in respects of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative proceeding to which he is a party by reason of being or having been a director or officer of such corporation if he was substantially successful on the merits and fulfilled the conditions set forth above.
The by-laws of the Company provide that each director, each officer, each former director, each former officer and each person who acts or acted at the Company’s request as a director or officer or of a body corporate of which the Company is or was a shareholder or creditor, and his heirs and legal representatives, shall be indemnified and saved harmless by the Company from and against all costs, charges and expenses, including without limitation, each amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which his is made a party by reason or being or having been a director or officer of the Company or such body corporation, if he acted honestly and in good faith with a view to the Company’s best interest and in the case of a criminal or administrative action or proceeding that is enforced by a monetary pena lty he had reasonable grounds for believing his conduct was lawful. In certain circumstances the Company has provided its Directors or its subsidiaries’ Directors with a written indemnification confirming the indemnification available under its by-laws.
The Company currently does not maintain directors’ and officers’ liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number
4.1 Specimen of Common Stock (Incorporated by reference to Exhibit 2.1 Registration Statement on form 20-F, as amended, as filed on August 1, 2000.
5.1 Opinion of Messerli & Kramer regarding legality of shares.
10.1 The Robinson Stock Option Plan
10.2 2005 Stock Option Plan
10.3 2005 Consultants Stock Compensation Plan
23.1 Consent of Messerli & Kramer P.A. (contained as part of Exhibit 5.1)
23.2 Consent of Sloan Partners 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 the 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 of 1933;
(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 159d) 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 again 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 or 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.
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 December 5, 2005
BONTAN CORPORATION INC.
By: /s/Kam Shah
Kam Shah
Chief Executive Officer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kam Shah as the undersigned’s 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 s ubstitutes 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
Chief Executive Officer, Chief Financial Officer, and Director
/s/Kam Shah
(Principal Executive Officer, Principal Financial Officer)
Kam Shah
Date:
December 5, 2005
/s/Dean Bradley
Director
Dean Bradley
Date:
December 5, 2005
/s/Damian Lee
Director
Damian Lee
Date:
December 5, 2005
EXHIBIT 10.2
BONTAN CORPORATION INC.
2005 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 (other than services rendered in connection with the offer and sale of securities in a capital raising transaction) (collectively, “Optionees”) to Bontan Corporation 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 1,000,000 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 PRICES
The Directors shall fix the exercise price thereof (the “Exercise Price”), in their sole discretion at the time of grant of a Stock Option.
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. EXPIRTY 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 AGREEEMENT
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 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.
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 the Directors may make such substitution or adjustments in the aggregate number and class of shares reserved for issuance under the Plan and in the number, kind, and Exercise Price of shares subject to outstanding Stock Options and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion; provided; however, that the number of shares subject to any Stock Option shall always be a whole number.
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 a ccordance 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 or for cause), 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 out by the Directors at the time of the grant of such Stock Options in the Stock Option Agreement (such date not to exceed 90 days after the date such Optionee retires or is removed 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. Notwithstanding the foregoing, in the event that an Option is removed from employment for cause, all then outstanding and unvested Stock Options granted to such Optionee shall immediately and automatically terminate.
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 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. EFFECTIVE DATE
This Plan is effective as of September 27, 2005.
Dated: September 27, 2005
BONTAN CORPORATION INC.
/s/Kam Shah Kam Shah Chief Executive Officer Chief Financial Officer | |
EXHIBIT 10.3
BONTAN CORPORATION INC.
2005 CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Bontan Corporation Inc. by allowing the Company to compensate employees, consultants and contractors who have provided bona fide services to the Company or its subsidiaries (other than services rendered in connection with the offer and sale of securities in a capital raising transaction), 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 Common Stock 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. "Employee," "Consultant" and “Contractor” means any person (i) who is a natural person, (ii) has rendered or will render bona fide services to the Company or its subsidiaries (specifically excluding services rendered in connection with the offer and sale of securities in a capital raising transaction), and (iii) 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 or its subsidiaries.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is September 27, 2005.
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 1,000,000 shares.
VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees, Consultants and Contractors retained by the Company or its subsidiaries.
VII. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Employees, Consultants and Contractors Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Employee, Consultant and Contractor will relate, and the terms and conditions upon which an Award may be issued (including, without limitation, the date of grant, value of the Award, exercise price if any and term of any Award). 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 Employee, Consultant and Contractor the right to continued engagement by the Company or its subsidiaries nor shall it interfere with or restrict in any way the rights of the Company or its subsidiaries to discharge any Employee, 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: September 27, 2005
BONTAN CORPORATION INC.
/s/Kam Shah Kam Shah Chief Executive Officer Chief Financial Officer |
EXHIBIT 23.2
[LETTERHEAD OF SLOAN PARTNERS LLP]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
BONTAN CORPORATION INC
We hereby consent to the incorporation by reference in the Registration Statement of our report dated July 27, 2005 relating to the consolidated financial statements of Bontan Corporation Inc. appearing in the Company's Annual Report on Form 20-F for the year ended March 31, 2005.
Sloan Partners LLP
/s/ Sloan Partners LLP
Thornhill, Ontario Canada
December 1, 2005
EXHIBIT 5.1
[LETTERHEAD OF MESSERLI & KRAMER P.A.]
December 2, 2005
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 3,100,000 shares of the Company’s common stock (the “Common Stock”) for possible issuance under the Company’s Robinson Stock Option Plan 2005 (collectively, 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 pre-requisite 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 non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
MESSERLI & KRAMER P.A.
Minneapolis, Minnesota
/s/Messerli & Kramer P.A.
EXHIBIT 10.1
BONTAN CORPORATION INC.
47 Avenue Road, Suite 200
Toronto, Ontario Canada M5R 2G3
December 5, 2005
Terence Robinson
16 Admiral Road
Toronto, Ontario
M5R 2L5
Re:
Terence Robinson Stock Option Plan
Dear Terence,
In recognition of your services to Bontan Corporation Inc. (“Bontan”) in connection with the sale of Bontan’s indirect participation interest in the Papua New Guinea oil exploration project, Bontan is pleased to grant to you an option to purchase shares of our common stock on the terms and conditions contained in this letter agreement (“Agreement”) which are as follows:
1. Bontan hereby grants to you on this date, on the terms and conditions hereinafter set forth, an option (the “Option”) to purchase at any time and from time to time during the term of the Option, up to One Million One Hundred Thousand (1,100,000) common shares of Bontan (the “Option Shares”) at an exercise price of $0.50 (U.S.) per Option Share (the “Exercise Price”).
2. The Option is 100% vested as of the date of this Agreement and you may exercise this Option from time to time for that number of Option Shares as you desire from the date of this Agreement until five years from the date of this Agreement at which point the Option shall expire (the “Expiration Date”).
3. You may exercise this Option in whole or in part by the delivery to Bontan at its head office of a written notice (the “Notice”) specifying the number of Option Shares for which this Option is being exercised together with payment equal to such number of Option Shares times the Exercise Price. Upon the timely exercise of this Option in whole or in part and receipt of the Exercise Price therefore, Bontan shall deliver to you a certificate registered in your name representing the number of Option Shares specified in the Notice which have been fully paid for. Option Shares issued upon the valid exercise of this Option shall be validly issued as fully paid and non-assessable. The issuance of such Option Shares shall not require any further resolution or approval of the Board of Directors of Bontan (the “Board”) and shall be deemed to have occurred on the date that this Option wa s exercised with respect to such Option Shares.
4. In the event that Bontan: (a) declares a stock dividend or makes a distribution on its 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) effects any transaction through which its common shares as a class are converted into or rendered exchangeable for any other securities, then the Board may make such substitution or adjustments in the number and Exercise Price of common shares subject to this Option and/or such other equitable substitution or adjustments as the Board may determine to be appropriate in its sole discretion.
5. In the event of your death, your executor or executrix shall have the right to exercise this Option with respect to any or all unexercised Option Shares on behalf of your estate until the earlier of the one year after the date of death or the Expiration Date. The Option and Option Shares not exercised by such date shall immediately and automatically terminate.
6. This Option is personal to you and shall not be assignable or otherwise transferable except by will or the laws of descent and distribution.
7. You shall have no rights whatsoever as a shareholder with respect to the Option Shares unless and until you have validly exercised this Option in respect of such Option Shares.
8. This Option is subject to the rules of the stock exchange or exchange facility through which our common shares may at any time be traded and applicable U.S. and Ontario laws (the “Rules and Laws”). To the extent that any provision of this Agreement conflicts with Rules or Laws, such Rule or Law shall govern and this Agreement shall be deemed to be amended to be consistent therewith.
Sincerely,
BONTAN CORPORATION INC.
/s/Kam Shah Kam Shah Chief Executive Officer Chief Financial Officer | |
Accepted and Agreed to this 5th day of December, 2005:
/s/Terence Robinson
Terence Robinson