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Information Circular

BONTAN CORPORATION INC.

INFORMATION CIRCULAR – AS AT AUGUST 15, 2006

MANAGEMENT SOLICITATION OF PROXIES

THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF BONTAN CORPORATION INC. (the « Corporation » ) of proxies to be used at the Annual and Special Meeting of the shareholders of the Corporation to be held at 47 Avenue Road, Suite 200, Toronto, ON M5R 2G3 , Canada on Tuesday, October 3rd, 2006 at the hour of 9.00 in the morning (Toronto time) and at any adjournment thereof for the purposes set forth in the enclosed Notice of Meeting. The proxies will be solicited primarily by mail and may also be solicited personally or by telephone by the directors and/or officers of the Corporation. The cost of solicitation by management will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are either directors or representatives of the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COPRORATION, TO REPRESENT THEM AT THE MEETING MAY DO SO by inserting such other person’s name in the blank space provided in the form of proxy and depositing the completed proxy at the office of the Corporation, Suite 200, 47 Avenue Road, Toronto, Ontario, M5R 2G3.

A proxy can be executed by the shareholder or his/her attorney duly authorized in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

In addition to any other manner permitted by law, the proxy may be revoked before it is excercised by instrument in writing and delivered in the same manner as the proxy, at any time up to and including the last business day preceding the day of the meeting or any adjournment thereof, at which time the proxy is to be used or delivered to the chairman of the meeting on the day of the meeting or any adjournment thereof, prior to the time of voting and upon either such occurance, the proxy is revoked.

DEPOSIT OF PROXY

By resolution of the directors of the Corporation duly passed, ALL PROXIES TO BE USED AT THE MEETING MUST BE DEPOSITED NOT LATER THAN 11 :00 a.m. on Monday, October 2, 2006 or any adjournment thereof, at the Corporation’s office, Suite 200, 47 Avenue Road, Toronto, Ontario, M5R 2G3 provided that a proxy may be delivered to the chairman of the meeting on the day of the Meeting or any adjournment thereof, prior to the time for voting.

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Please complete and sign the proxy authorization form.

2. Your vote will be recorded on receipt of the proxy authorization form.

3. Please use the return envelope provided.

4. If you have any questions regarding the enclosed documents, please contact the individual who serves your account.

5. Exercising your right to vote is an important part of investing. We urge you to review the enclosed material and exercise your voting rights by returning the enclosed proxy authorization form immediately.

6. You may send your entire proxy authorization form by facsimile to 416-361-6228. Please ensure the proxy authorization form is completed and signed.

If you plan to attend the meeting, or designate another person(s) to attend on your behalf, please strike out the names of the appointed persons as proxy holders and print your name or that of your delegate(s), in the space provided. You may vote on the resolutions now or you may elect not to vote until the meeting.

It is important to sign, date and return the proxy authorization form in the envelope provided as soon as possible. An unsigned proxy form cannot be counted. Please note, if you appoint yourself or another person(s) on your behalf, you or your delegate(s) must attend the meeting for your vote to count.

VOTING

VOTING OF SHARES AND PRINCIPAL HOLDERS THEREOF

As of August 15th, 2006 there were 27,300,203 common shares outstanding, each carrying the right to one vote per share. The Board of Directors fixed the close of business on August 28, 2006, as the record date for the purpose of determining shareholders entitled to receive notice of the meeting, but failure to receive a notice does not deprive a shareholder of the right to vote those shares at the meeting upon producing properly endorsed share certificates, or otherwise establishing share ownership, and demanding the inclusion of his name in the list of shareholders not later than ten days before the date of the meeting.

To the knowledge of the directors and officers of the Corporation, as at August 15, 2006, the following shareholders beneficially own or exercise control or direction over more than 5% of the common shares of the Corporation:

Name of Shareholder	No. of Shares	% of Issued Shares
Current Capital Corp	1,700,000	6.23 %
Snapper Inc.	2,636,120	9.66 %
Pinetree Resource Partnership	7,612,000	27.88%

PROVISIONS RELATING TO VOTING OF PROXIES

Proxies are only voted when a poll is required. A poll is a vote by written ballot which gives one vote for each common share registered in the name of the member.

IF THERE IS CERTAINTY OF INSTRUCTIONS, THE PERSON NAMED IN THE ENCLOSED PROXY WILL VOTE (EXCEPT WHERE THERE IS A DIRECTION TO WITHHOLD VOTING) THE SHARES IN RESPECT OF WHICH HE OR SHE IS APPOINTED IN ACCORDANCE WITH THE DIRECTIONS OF THE MEMBER APPOINTING THE PROXY HOLDER. IN THE ABSENCE OF SUCH DIRECTIONS, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS REFERRED TO IN THE ATTACHED NOTICE OF MEETING. IF TWO DIRECTIONS ARE MADE IN RESPECT TO ANY MATTER, SUCH SHARES WILL SIMILARLY BE VOTED FOR THE ADOPTION OF SUCH MATTER.

The enclosed Form of Proxy confers discretionary authority upon the person named therein with respect to any amendment, variation or other matter to come before the meeting, other than the matters referred to in the Notice of Meeting, HOWEVER IF ANY SUCH AMENDMENTS, VARIATION OR OTHER MATTERS WHICH ARE NOT NOW KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED THEREON IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSON OR PERSONS VOTING SUCH PROXIES.

VOTING BY NON-REGISTERED SHAREHOLDERS

Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the meeting. However, in many cases, common shares owned by a person (a “non-registered holder”) are registered either (a) in the name of an intermediary (an “Intermediary”) that the non-registered holder deals with in respect of the common shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of NI 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Management Information Circular, the accompany ing Notice of Meeting together with the form of proxy and a supplemental mailing list form (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to non-registered holders of common shares.

Intermediaries are required to forward the Meeting Materials to non-registered holders unless a non registered holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to non-registered holders. Generally, non-registered holders who have not waived the right to receive Meeting Materials will either:

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the non-registered holder but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered holder when submitting the proxy. In this case, the non-registered holder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified above under “Appointment of Proxies”; or

be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the non-registered holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “Voting Instruction Form”) which the Intermediary must follow. Typically the non-registered holder will also be given a page of instructions, which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the non-registered holder must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its services company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the common shares they beneficially own. Should a non-registered holder who receives either form of proxy wish to vote at the Meeting in person, the non-registered holder should strike out the persons named in the form of proxy and insert the non-registered holder’s name in the blank space provided. Non-registered holders should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

MATTERS TO BE ACTED ON

REPORT OF AUDITORS AND CONSOLIDATED FINANCIAL STATEMENTS – PROPOSAL ONE

The Annual Report of the Corporation, which contains the Report of the Auditors and the Consolidated Financial Statements for the year ended March 31, 2006, will be placed before the meeting. Additional copies will be available at the Annual and Special Meeting. If any shareholder wishes additional copies of the Annual Report prior to the Annual General and Special Meeting, please contact the Corporation or download it from www.sedar.com

ELECTION OF DIRECTORS – PROPOSAL NUMBER TWO

The Directors of the Corporation are elected annually and hold office until the next Annual General and Special Meeting. The Articles of the Corporation currently provide for a Board of Directors consisting of not less than three (3) and not more than ten (10) directors. Management proposes the persons listed below be nominated for election as Directors of the Corporation for the ensuing year.

Management does not contemplate that any of the persons proposed to be nominated by it will be unable to serve as Director. If prior to the Meeting any such nominees are unable or unwilling to serve, the persons named in the accompanying form of proxy will vote for another nominee or nominees in their discretion if additional nominations are made at the Meeting.

Name, Province, Country and office held	Director since	Number of shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised at August 15, 2006 (1)	Present principal occupation or employment and if applicable, during the five preceeding years

Kam Shah	January 3, 1999	438,000	Chief Executive Officer & Chief Financial Officer, Chartered Accountant
Ontario, Canada
Chairman and director

Dean Bradley (2)	November 13, 2000	20,000	Business consultant
Florida, USA
Director

Damian Lee (2)	April 12, 2005	20,000	Film Producer, director and writer
Ontario, Canada
Director

(1)

The information as to the shares beneficially owned or controlled, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

(2)

Members of the audit committee who are elected annually by the board of directors.

Statement of executive compensation

The following table discloses the compensation paid by the Company to the Chairman and Chief Executive Officer, and the CFO and other key consultants in respect of the fiscal years ended March 31, 2006, March 31, 2005 and March 31, 2004 There are no other Named Executive Officers, employees or consultants of the Company earning in excess of $150,000 per year in fees, salary and bonuses.

	ANNUAL COMPENSATION				LONG-TERM COMPENSATION
					Awards		Payouts
Name and principal position	Year	Fee	Bonus	Other annual compensation (5)	Securities under options/SARs Granted (1)	Shares or units subject to resale restrictions	LTIP (2) payouts	all other compensation
		($)	($)	($)	(#)	($)	($)

Kam Shah - CEO and CFO (6)	2006	86,112	-	-	Nil/Nil	-	-	-
CFO	2005	36,000	-	-	450,000/ nil	-	-	-
CFO	2004	65,525	-	-	Nil/Nil	-	-	-

Terence Robinson - Consultant (6)	2006	143,520	-	-	1,100,000/nil (7)	-	-	-
CEO/Consultant (3) and (4)	2005	311,250	-	-	2,090,000 /nil	-	-	-
CEO	2004	112,150	-	-	Nil/Nil	-	-	-

Notes:

“SAR” means stock appreciation rights

“LTIP” means long term incentive plan

Mr. Terence Robinson resigned as a CEO effective May 17, 2004 but continues as a consultant since that date.

Fee paid to Mr. Terence Robinson for the fiscal year 2005 included cash payment of $28,037 and 145,250 common shares of the Corporation at a valuation of $283,213 issued under Consultant stock option plan. Mr. Robinson was also issued an additional 145,250 common shares of the Corporation at a valuation of $283,213 under the Consultant stock option plan towards his fee from April 1, 2005 to December 31, 2005.

Mr. Shah was given an interest-free loan of $20,000 in fiscal 2004. The loan was settled On March 31, 2005. The amount shown under other annual compensation against Mr. Shah represents the value of imputed interest on the loan at 5.5%.On December 5, 2005, Mr. Shah was given a loan of $25,000, originally repayable within six months but extended to December 6, 2006 and carries interest at 5.5% per annum.

During the fiscal 2006, Mr. Shah received a fee in the form of 288,000 common shares of the company valued at $86,112, Mr. Terence Robinson received fee in the form of 480,000 common shares valued at $143,520, Mr. Dean Bradley received fee in the form of 20,000 common shares valued at $5,980 and Mr. Damian Lee received fee in the form of 20,000 common shares valued at $5,980. These shares were issued under 2005 Consultant Stock Compensation Plan

Mr. Terence Robinson was issued 1.1 million options in fiscal 2006 for his services in connection with sale of the Company’s interest in oil mexploration project in Papua New Guinea. These options are valid for two years from the date of their issuance and are convertible into equal number of common shares of the company at a conversion price of US$0.50 per option. The options are issued under “The Robinson Plan”.

Stock compensation and option Plans

The Corporation had the following plans as at March 31, 2006:

1999 Stock Option Plan covering 3 million options registered under the Securities Act of 1933, United States of America (the Act) on April 30, 2003.

2001 Consultant Stock Compensation Plan covering 1,205,714 shares registered under the Act on April 30, 2003.

2003 Stock Option Plan covering 2.5 million options registered under the Act on July 22, 2004

2003 Stock Compensation Plan covering 1 million shares registered under the Act on July 22, 2004.

The Robinson Option Plan covering 1.1 million options registered under the Act on December 5, 2005.

2005 Stock option Plan covering 1 million shares registered under the Act on December 5, 2005.

2005 Consultant Stock Compensation Plan covering I million shares registered under the Act on December 5, 2005.

All options under 1999 Plan, 2003 plan and The Robinson Plan were issued and as at August 15, 2006, the date of this information circular, 4,795,000 options were outstanding. No options have yet been issued under the 2005 Plan.

All shares reserved under the 2001, 2003 and 2005 Compensation Plans were issued before March 31, 2006.

Option/SAR Grants During The Most Recently Completed Financial Year

The information below describes each grant of options during the most recently completed financial year ended March 31, 2006 to the Company's Chairman, CEO and CFO and the former CEO & Consultant and the financial year-end value of unexercised options, on an aggregated basis. There are no other Named Executive Officers, consultants or employees of the Company earning in excess of $150,000 per year in fee, salary and bonuses.

Option/SAR Grants During the year ended March 31, 2005

Name / Tilte	Securities under options/ SARs granted	Percent of total options/ SARs Granted in financial year	Average Exercise or Base Price	Market value of securities underlying options/ SARs on the date of Grant	Expiration Date
	(#)	%	($/Security)	($/Security)
Terence Robinson - Former CEO and consultant	1,100,000	1.000000	$0.50	$0.80	December 5, 2010

See notes under the table in statement of executive compensation for explanation of certain terms and other details

None of the options have been exercised as at August 15, 2006.

Compensation of directors

During the fiscal year ended March 31, 2006, none of the directors of the Corporation received any fees or retainers for acting as directors. The two independent directors were issued 20,000 common shares each during the year for their services as audit committee members.

Report on executive compensation

The Corporation’s primary concern in compensating executive officers is to provide a lower level of fixed cash compensation, but to provide through profit sharing, stock appreciation rights, or bonuses, strong incentives for the executive officers to ensure their continuing commitment to the Corporation, its overall performance, and stock performance for the Corporation’s shareholders.

The Corporation’s goal is to provide each executive officer with incentives for performance of the business unit in which the executive officer is involved. In the case of the executive officers who have involvement in more than one business unit, the Corporation places more emphasis on the overall profitability of the Corporation and the returns to shareholders of the Corporation through increases in stock prices.

Severance agreements

The Company has entered into consulting agreements with both The Chief Executive Officer who also acts as Chief Financial Officer and its key consultant. The agreement generally provides for the payment of severance benefits if the named executives are terminated by the company, owing to a change in control or any other reasons, other than for cause. The named executives will receive a lump sum severance payment of $250,000.

Indebtedness of directors and senior officers

Name and

Principal Position

Involvement of

Issuer or

Subsidiary

Largest amount

Outstanding during

Fiscal 2006

Amount

Outstanding at

March 31, 2006

Kam Shah

CFO

Borrower

$25,000

Performance Graph

The following graph shows the changes over the past five year period ended March 31, 2006 in the average prices of the Corporation’s common shares and in the NASDAQ. The Corporation’s common shares trade on the Over the Counter Bulletin Board of NASDAQ under the symbol “BNTNF”.

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AUDIT COMMITTEE

Pursuant to the provisions of Multilateral Instrument 52-110 (the “Instrument”), the Corporation’s Audit Committee has adopted a written charter (the “Charter”) that sets out its mandate and responsibilities. As the Company is a “venture issuer” (as defined in the Instrument), it is relying on the exemptions provided to it with respect to audit committee reporting obligations.

The Audit Committee is presently comprised of Dean Bradley and Damian Lee, both of whom are “independent” and “financially literate” within the meanings given to those terms in the Instrument.

During the Corporation’s most recently completed fiscal year, the Corporation’s auditors did not perform any non-audit services. Audit Fees charged by the Company’s auditors during the last two fiscal years are as follows:

	2006	2005
	accrual	actual
Audit	25,000	25,000
Other services	-	1,050
	$25,000	$26,050

APPOINTMENT OF AUDITORS – PROPOSAL NUMBER THREE

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the reappointment of Schwartz Levitsky Feldman LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year, and to authorize the directors to fix their remuneration and/or appoint another auditor in the event of a material event if deemed necessary. Schwartz Levitsky Feldman LLP, Chartered Accountants, were first appointed auditors of the Corporation during the 2006 fiscal year, they replaced Sloan Paskowitz Adleman LLP, Chartered Accountants, who were appointed during the 2004 fiscal year and resigned since they discontinued public company auditing work.

ISSUE OF SHARES AND OPTIONS FOR SERVICES RENDERED – PROPOSAL FOUR

The purpose of stock compensation and stock options plans is to develop the interest of directors, officers, employees and non-employees such as consultants who provide bona fide services -- other than services rendered in connection with the offer and sale of securities in a capital raising transaction -- to the Corporation and its subsidiaries. By providing such persons with the opportunity to acquire an increased proprietary interest, the Corporation may be able to attract and retain persons of desired experience and ability without excessive drain on its cash resources.

The shareholders are now asked to pass a special resolution authorizing directors to introduce any additional compensation and or stock options plans as deemed necessary and to allow discretion to the directors to fix option price/ compensation share price and to issue compensation shares and stock options under these plans as they see fit.

STOCK SPLIT OR CONSOLIDATION – PROPOSALS FIVE AND SIX

The management believes that the corporation may have to deal with acquisitions and private placements situations in the pursuit of its new business strategy. These situations may have profound effect on the number of shares to be issued and on the market price of these shares.

The shareholders are therefore asked to pass a special resolution authorizing directors to either split the issued capital of the Corporation such that up to fifteen new common shares would be issued in exchange for one old issued common shares of the Corporation or consolidate the issued capital of the Corporation such that one share be issued in exchange for up to fifteen old issued common shares of the Corporation, at their sole discretion until the next Annual Meeting.

Approval of one action– stock split or consolidation – will automatically prohibit the second action to be taken during the same period.

NAME CHANGE – PROPOSAL SEVEN

The Management is of the opinion a new name may be desirable for the Corporation if it better reflects its current business strategy or if it acquires a new business which may have a different business strategy than its current one.

The shareholders are therefore asked to pass a special resolution authorizing the directors to change the name of the Corporation to some other name at their sole discretion and subject to its acceptance by the Ministry of Consumer and Commercial Relations.

CHANGE OF JURISDICTION – PROPOSAL EIGHT

Management believes that the Corporation may be able to raise further funds more easily and reduce its compliance costs if it incorporates in the USA.

The Shareholders are therefore asked to consider and approve a special resolution to amend the Articles of the Corporation to move its reporting jurisdiction to the State of Delaware or any other State in the USA at the discretion of the directors of the Corporation.

A HOLDER OF SHARES ENTITLED TO VOTE ON THE RESOLUTION MAY DISSENT. SUCH DISSENTING SHAREHOLDER WILL BE ENTITLED TO BE PAID THE FAIR VALUE OF THE SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE ONTARIO BUSINESS CORPORATION ACT.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no other matters to come before the Annual and Special Meeting of Shareholders other than as set forth in the Notice of Meeting. HOWEVER, IF OTHER MATTERS, WHICH ARE NOT KNOWN TO MANAGEMENT, SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON HOLDING THE PROXY.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this and previous Information Circulars, no insider, proposed nominee for election as a director, or any associate or affiliate of the foregoing, had any material interest, direct or indirect, in any transaction or proposed transaction since April 1, 2006 which has materially affected or would materially affect the Company or its subsidiaries

CERTIFICATE OF APPROVAL OF DIRECTORS

The foregoing does not contain any untrue statements of a material fact and does not omit a material fact that is required to be stated. This Information Circular and the mailing of the same to shareholders has been approved by the Board of Directors of the Corporation

DATED this 15thday of August 2006.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Kam Shah

Kam Shah, CEO/CFO

Notice of Meeting and Agenda

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting of Shareholders of Bontan Corporation Inc. (the "Corporation") will be held at Suite 200, 47 Avenue Road, Toronto, Ontario on the 3rd day of October, 2006, at the hour of 9:00 AM (Toronto time) for the following purposes:

To receive the consolidated financial statements for the year ended March 31, 2006, and the report of the auditors thereon.

To elect directors.

To appoint auditors, and to authorize the directors to fix their remuneration and/or appoint, if necessary, another auditor, as seen fit, in the event of a material event.

To consider and if thought appropriate, pass a resolution authorizing directors to introduce any additional compensation and or stock options plans as deemed necessary and to allow discretion to the directors to issue compensation shares and stock options under these plans as they see fit.

To consider and if thought appropriate, to pass a resolution to split the issued capital of the Corporation such that up to fifteen new common shares would be issued in exchange for one old issued common shares of the Corporation at the discretion of the Directors of the Corporation within the next Annual Meeting.

To consolidate the issued capital of the Corporation such that one share be issued in exchange for up to fifteen old issued common shares of the Corporation, at the discretion of the Directors of the Corporation within the next Annual Meeting.

To consider and if thought fit, to pass a Special Resolution changing the name of the Corporation as shall be acceptable to the Directors and the Minister of Consumer and Commercial Relations.

To consider and if thought fit, to pass a special resolution to amend the Articles of the Corporation to move the jurisdiction of the Corporation to the USA at the discretion of the Directors.

To transact such further and other business as may properly come before the meeting or any adjournment thereof.

Copies of the Information Circular and Proxy accompany this notice. All instruments appointing proxies to be used at the above meeting must be deposited at the office of the Corporation, Suite 200, 47 Avenue Road, Toronto, Ontario, M5R 2G3 no later than 11 o'clock in the forenoon (Toronto time) on October 2nd, 2006.

We encourage you to review the Audited Financial Statements of the Corporation for the year ended March 31, 2006, Management Discussion and Analysis and Annual Report in form F20 filed and available on www.sedar.com (Canadian Securities Administrators) and on www.edgar.com (United States Securities and Exchange Commission).

Please contact Ms. Kimberley Robinson at 416-929-1806 or fax 416-361-6228 for copies of any of the above documents.

DATED at Toronto this 28^th day of August 2006.

BY ORDER OF THE BOARD

/s/ Kam Shah

Kam Shah, Chairman, CEO, CFO

<B>Information Circular Bontan AGM 2006

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

OF BONTAN CORPORATION INC.

TO BE HELD AT 47 Avenue Road, Suite 200, Toronto, Ontario, on Tuesday, October 3rd 2006, at 9 a.m. (Toronto time).

The undersigned member (“Registered Shareholder”) of the Company hereby appoints, Kam Shah, Chief Executive Officer and Chairman of the Corporation, or in the place of the foregoing,

, as proxy holder for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the aforesaid meeting of the registered shareholders of the Corporation (“Meeting”) and at every adjournment thereof, to the same extent and with the same powers as if the undersigned registered shareholder was present at the said Meeting, or any adjournment thereof.

The registered shareholder hereby directs the proxy holder to vote the securities of the Corporation recorded in the name of the registered shareholder as specified herein.

The undersigned registered shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.

SIGNATURE OF HOLDER:

DATED THIS ____________

DAY OF _________________, 2006

THIS PROXY MUST BE SIGNED AND DATED.

SEE IMPORTANT INSTRUCTIONS ON ENCLOSED.

RESOLUTIONS (For full details of each item, please see the enclosed Notice of Meeting and Information Circular)

SEE VOTING INSTRUCTIONS ON ENCLOSED THIS PROXY MUST BE SIGNED AND DATED ON REVERSE	*FOR*	*AGAINST*	*WITHHOLD*
1. Receiving and approving the consolidated financial statements.
2. Electing the directors as nominated by management.
3. Appointing Schwartz, Levitsky, Feldman llp, Chartered Accountants, as auditors of the Corporation and authorizing directors to fix their remuneration, and to appoint another auditor if necessary in the event of a material event.
4. Authorizing directors to introduce any additional compensation and/or stock options plans as deemed necessary and to allow discretion to the directors to issue compensation shares and stock options under these plans as they see fit.
5. Authorizing the directors to do, at their sole discretion, up to a 1:15 stock split of the common shares of the Corporation within the next annual meeting. Or alternatively
6. Authorizing the directors to do, at their sole discretion, up to a 15:1 stock consolidation of the common shares of the Corporation within the next annual meeting.
7. Authorizing directors to change the name of the Corporation at their discretion subject to its acceptability by Ministry of Consumer and Commercial Relations.
8. Authorizing the amendment of the Articles of the Corporation to allow directors to move jurisdiction of the Corporation to USA, subject to the rights of the dissenting shareholders.
9. Transacting such other business as may be properly brought before the Meeting or any adjournment thereof.

MEETING DATE: TUESDAY, OCTOBER 3, 2006 9:00 A.M. (TORONTO TIME)

RECORD DATE: AUGUST 28, 2006-08-31

MEETING TYPE: ANNUAL AND SPECIAL

PROXY DEADLINE: 11:00 A.M. (TORONTO TIME)

CUSIP: 09852M101

Bontan Corporation Inc., 47 Avenue Road, Suite 200, Toronto, ON M5R 2G3

*MARK “X” IN ONLY ONE BOX PER ITEM WITH BLUE OR BLACK INK ONLY*

INSTRUCTIONS FOR COMPLETION OF PROXY

This Proxy is solicited by the Management of the Corporation.

This form of proxy (“Instrument of Proxy”) must be signed by you, the registered shareholder, or by your attorney duly authorized by you in writing, or, in the case of the Corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or notarial copy of the instrument so empowering such person, or such other documentation in support as may be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the registered shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by the Corporation.

A registered shareholder who wishes to attend the Meeting and vote on the resolutions in person may simply register with the scrutineers before the Meeting begins.

A registered shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:

(A)

appoint one of the management proxyholders named in the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a registered shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the registered shareholder had specified an affirmative vote;

(B)

appoint another proxyholder, who need not be a registered shareholder of the Corporation, to vote according to the registered shareholder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instruction of the registered shareholder on any poll of a resolution that may be called for and, if the registered shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

If a registered shareholder has submitted an Instrument of Proxy, the registered shareholder may still attend the Meeting and may vote in person. To do so, the registered shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.

To be represented at the Meeting, voting instructions must be DEPOSITED at the office of the Corporation no later than 11 a.m. (Toronto time) on October 2, 2006, or adjournment thereof.

The mailing address of the Corporation is 47 Avenue Road, Suite 200, Toronto, Ontario, M5R 2G3.

Converted by EDGARwiz

BONTAN CORPORATION INC.

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

SUPPLEMENTAL MAILING LIST FORM

National Instrument 51-102 Continuous Disclosure Obligations mandates that Bontan Corporation Inc. (the “Corporation”) send annually a request form to registered holders and beneficial owners of securities to enable such holders and owners to request a copy of the Corporation’s annual financial statements and related MD&A and/or interim financial statements and related MD&A (collectively, the “Statements”), in accordance with the procedures set out in National Instruments 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. If you wish to receive either or both of the Statements, you must complete this form and forward it to our corporate offices at the following address:

BONTAN CORPORATION INC.

47 Avenue Road, Suite 200

Toronto, Ontario M5R 2G3

Please note that both registered holders and beneficial owners should return the form; registered holders will not automatically receive the Statements. (Registered holders are those with shares registered in their name: beneficial owners have their shares registered in an agent, broker or bank’s name).

Please put my name on your Supplemental Mailing List to receive the Statements (as indicated)

of Bontan Corporation Inc.

(PLEASE PRINT YOUR NAME AND ADDRESS)

___________________ Interim Financial Statements and MD&A

___________________ Annual Financial Statements and MD&A

(First Name and Surname)

(Number and Street) (Apartment/Suite)

(City) (Province/State) (Postal Code)

Signed:_________________________________

(Signature of Shareholder)