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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)*
BONTAN CORPORATION
INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
09852M101
(CUSIP
Number)
Pinetree
Capital Ltd.
The
Exchange Tower
130 King
Street West, Suite 2810
Toronto,
Ontario, Canada
M5X
1A9
Telephone:
(416) 941-9600
Attention: Richard
Patricio
(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
January 9,
2009
(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.
Page 1 of 9 pages
|
CUSIP
No. 09852M101
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Pinetree Resource Partnership
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(A)
(B)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ontario
|
||
|
7
|
SOLE
VOTING POWER
0
(See Items 2 and 5)
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
4,501,000
(See Items 2 and 5)
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See items 2and 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,501,000
(See Items 2 and 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,501,000
(See Items 2 and 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7
% (See items 2 and 5)
|
||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
||
Page 2 of 9 pages
|
CUSIP
No. 09852M101
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
Genevest Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(A)
(B)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Alberta
|
||
|
7
|
SOLE
VOTING POWER
0
(See
Items 2 and 5)
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
4,501,000
(See
Items 2 and 5)
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See
Items 2 and 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,501,000
(See
Items 2and 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,501,000
(See
Items 2 and 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7
% (See
item 5)
|
||
|
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
||
Page 3 of 9 pages
|
CUSIP
No. 09852M101
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
Emerald Capital Corp.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(A)
(B)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Alberta
|
||
|
7
|
SOLE
VOTING POWER
0
(See
Items 2 and 5)
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
4,501,000
(See
Items 2 and 5)
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See
Items 2 and 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,501,000
(See
Items 2and 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,501,000
(See
Items 2 and 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7
% (See
item 5)
|
||
|
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
||
Page 4 of 9 pages
|
CUSIP
No. 09852M101
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
Pinetree
Capital Ltd.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(A)
(B)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ontario
|
||
|
7
|
SOLE
VOTING POWER
0
(See
Items 2 and 5)
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
4,501,000
(See
Items 2 and 5)
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
(See
Items 2 and 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,501,000
(See
Items 2and 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,501,000
(See
Items 2 and 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7
% (See
item 5)
|
||
|
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
||
Page 5 of 9 pages
|
CUSIP
No. 09852M101
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
Sheldon Inwentash
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(A)
(B)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada
|
||
|
7
|
SOLE
VOTING POWER
1,250,000
(See
Items 2 and 5)
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
4,501,000
(See
Items 2 and 5)
|
|
|
9
|
SOLE
DISPOSITIVE POWER
4,501,000
(See
Items 2 and 5)
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,501,000
(See
Items 2and 5)
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,751,000
(See
Items 2 and 5)
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0
% (See
Item 5)
|
||
|
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
IN
|
||
Page 6 of 9 pages
This
Amendment No. 2 (this "Amendment") to the Statement on Schedule 13D filed on
April 27, 2006 (the "Schedule 13D") by Pinetree Resource Partnership, a general
partnership formed under the laws of the Province of Ontario, Canada ("Pinetree
Resource"), Pinetree Capital Ltd., a corporation formed under the laws of the
Province of Ontario, Canada, Genevest inc., a corporation formed under the laws
of the Province of Alberta, Canada, Emerald Capital Corp., a corporation formed
under the laws of the Province of Alberta, Canada and Sheldon Inwentash relates
to the common stock, no par value per share, of Bontan Corporation Inc., a
corporation formed under the laws of the Province of Ontario, Canada. All
capitalized terms used but not defined herein have the meanings assigned to them
in the Schedule 13D.
Item
5. Interest in Securities of the Issuer.
|
(a)
|
As
of the date hereof, Pinetree Resource is deemed to beneficially own an
aggregate of 4,501,000 shares of Common Stock (the “PR Shares”),
representing approximately 13.7% of the number of shares of Common Stock
outstanding of the Company. As of the date hereof, Inwentash is
deemed to beneficially own an aggregate of 5,751,000 shares of Common
Stock, representing approximately 17.0% of the number of shares of Common
Stock outstanding of the Company. This amount includes the PR
Shares and 1,250,000 shares of Common Stock that Inwentash owns directly
(the “Inwentash Shares”). As reported in its most recent annual
report on Form 20-F, the Company had 30,820,743 shares of Common Stock
outstanding on March 31,
2009.
|
|
(b)
|
By
virtue of Pinetree Resource’s direct ownership of the PR Shares and
Pinetree Capital, Genevest and Emerald’s ownership and control of Pinetree
Resource, Pinetree Capital, Genevest, 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.
|
(c)
|
Pinetree
Resource made the following sales in the past 60
days:
|
|
Date
|
Securities sold
|
Price per
share
|
Nature of
Transaction
|
||||||
|
August
13, 2009
|
220,000 | $ | 0.15 |
Open
market
|
|||||
|
September
10, 2009
|
140,000 | $ | 0.19 |
Open
market
|
|||||
Page 7 of 9 pages
Inwentash
made the following sales in the past 60 days:
|
Date
|
Securities
sold
|
Price per
share
|
Nature of
Transaction
|
||||||
|
August
4, 2009
|
10,000 | $ | 0.113 |
Open
market
|
|||||
|
August
5, 2009
|
15,000 | $ | 0.102 |
Open
market
|
|||||
|
August
6, 2009
|
53,000 | $ | 0.13 |
Open
market
|
|||||
|
August
6, 2009
|
75,000 | $ | 0.117 |
Open
market
|
|||||
|
August
11, 2009
|
25,000 | $ | 0.13 |
Open
market
|
|||||
|
August
13, 2009
|
22,000 | $ | 0.13 |
Open
market
|
|||||
|
August
18, 2009
|
15,000 | $ | 0.18 |
Open
market
|
|||||
|
August
21, 2009
|
20,000 | $ | 0.18 |
Open
market
|
|||||
|
September
8, 2009
|
100,000 | $ | 0.19 |
Open
market
|
|||||
|
September
9, 2009
|
100,000 | $ | 0.19 |
Open
market
|
|||||
|
September
10, 2009
|
100,000 | $ | 0.19 |
Open
market
|
|||||
|
September
11, 2009
|
200,000 | $ | 0.20 |
Open
market
|
|||||
|
September
21, 2009
|
15,000 | $ | 0.272 |
Open
market
|
|||||
|
(d)
|
Not
applicable.
|
|
(e)
|
Not applicable.
|
Page 8 of 9 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
23, 2009
|
PINETREE
RESOURCE PARTNERSHIP
|
||
|
By:
|
/s/ Larry
Goldberg
|
|
|
Name: Larry
Goldberg
|
||
|
Title: Authorized
Signing Officer
|
||
|
GENEVEST
INC.
|
||
|
By:
|
/s/ Larry
Goldberg
|
|
|
Name: Larry
Goldberg
|
||
|
Title: Authorized
Signing Officer
|
||
|
EMERALD
CAPITAL CORP.
|
||
|
By:
|
/s/ Larry
Goldberg
|
|
|
Name: Larry
Goldberg
|
||
|
Title: Authorized
Signing Officer
|
||
|
PINETREE
CAPITAL LTD.
|
||
|
By:
|
/s/ Larry
Goldberg
|
|
|
Name:
Larry Goldberg
|
||
|
Title:
Executive Vice President and Chief Financial
Officer
|
||
|
/s/ Sheldon
Inwentash
|
||
|
Sheldon
Inwentash
|
||
Page 9 of 9 pages