warrantcert_petromed.htm


    Bontan
Corporation Inc.

    47
Avenue Road, Suite 200

    Toronto,
Ontario, Canada M5R 2G3

    T:  416-929-1806

    F:  416-929-6612


     

     

     

     

     

     

     

     

    BONTAN
CORPORATION  INC.

     

    -
and -

     

    PETROMED
CORPORATION

     

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
 

    
      


       

      BONTAN
CORPORATION INC.

       

       

      - and
-

       

       

      PETROMED
CORPORATION

       



     

     

     

     

     

     

     

    


    
       22,853,058 WARRANTS


      Certificate
No.: PM –W2-09

       

       

      
        
           


          
            
               


            

            
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                  Warrant Certificate No. PM-W2-09

          No.
of Warrants :
22,853,058

          Void
After 4:00 p.m (Toronto time) on  NOVEMBER 13, 2016

                           

          THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933 OR, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY; AN EXEMPTION FROM
REGISTRATION IS AVAILABLE UNDER THE SECURITIES LAWS.

          


          UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
SHALL NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY
AFTER THE CLOSING DATE.

          


          


          WARRANT
CERTIFICATE

          FOR THE PURCHASE OF COMMON
SHARES OF

          


          BONTAN CORPORATION
INC.

          


          THIS IS TO CERTIFY THAT, for
value received, PetroMed
Corporation a
Belize corporation, having an address of No. 35, New Road,P.O.Box 1708, Belize
City, Belize, Central America (the "Warrant Holder") shall have the right
to purchase from BONTAN
CORPORATION, INC. an Ontario Corporation ("BONTAN"), upon and subject to
the terms and conditions hereinafter stated in this certificate (the "Warrant
Certificate") one fully paid and non-assessable common share of BONTAN (``Warrant Share``) for each
one (1) warrant specified above under "No. of Warrants" at the price of $4.00 US
Funds per common share in lawful money of the United States until 4:00 p.m.
Toronto time on or before  November 16,
2016.

          


          The right
to purchase common shares of BONTAN may only be exercised by the Warrant Holder
within the time hereinbefore set out by: (a) duly completing and executing the
subscription form attached hereto, in the manner therein indicated; (b)
surrendering this Warrant Certificate to BONTAN at 47 Avenue Road, Suite 200,
Toronto, Ontario M5R 2G3; and (c) paying the appropriate purchase price for the
common shares of BONTAN subscribed for by a wire transfer to the following
account of BONTAN.

          


          Bontan
Corporation Inc.

          HSBC
Bank Canada, Branch # 10362, 150 Bloor St. West

          Suite
M100, Toronto, ON M5S 2Y5

          Account
# 066663-070 Bank Code 001, Branch Code 00022

          Bank
Phone # 416-968-7622

          Swift:
MRMDUS33

          Correspondent
bank in US:  HSBC Bank USA, New York, NY

                 Or by a
certified cheque to be delivered to the BONTAN’s corporate office at 47 Avenue
Road, Suite 200, Toronto, Ontario M5R 2G3, Canada.

           

          
            
              
              

            

            
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          Upon
surrender and payment, BONTAN will issue to the Warrant Holder the number of
common shares subscribed for. Within five business days of surrender and payment
BONTAN will mail to the Warrant Holder a certificate evidencing the common
shares subscribed for. If the Warrant Holder subscribes for a lesser number of
common shares than the number of shares permitted by this Warrant Certificate,
BONTAN shall forthwith cause to be delivered to the Warrant Holder a further
warrant certificate in respect of the common shares referred to in this Warrant
Certificate but not subscribed for.

          


          Save and
except in the case of the issuance of additional shares of BONTAN for
consideration, if the issued and outstanding shares of BONTAN are changed by a
subdivision, consolidation, reduction in capital or by any other capital
reorganization or reclassification of the capital stock of BONTAN, or
consolidation or merger of BONTAN with another corporation shall be effected,
then, the warrants herein shall be adjusted and lawful and adequate provision
shall be made whereby the Warrant Holder hereof shall thereafter have the right
to purchase and receive upon the basis and upon the terms and conditions
specified in this warrant certificate and in lieu of the shares of BONTAN
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
shares equal to the number of shares of such stock immediately theretofore
purchasable and receivable upon the exercise of the warrants represented hereby
had such reorganization, reclassification, consolidation or merger not taken
place, and in any such case appropriate provision shall be made with respect to
the rights and interest of the Warrant Holder.

          


          THE
WARRANTS AND THE SECURITIES UNDERLYING THE WARRANTS  REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES  ACT OF 1933, AS AMENEDED (THE “U.S. SECURITIES ACT”) OR
ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, EXERCISED OR OTHERWISE
TRANSFERRED ONLY (A) TO BONTAN CORPORATION INC. (B) OUTSIDE THE UNTIED STATES IN
COMPLIANCE WITH REGULATIONS S UNDER THE U.S SECURITIES ACT, (C) IN COMPLIANCE
WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECRITIES LAW, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM RESIGTRATION UNDER THE
U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND BONTAN
CORPORATION INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY ACCETABLE
TO BONTAN CORPORATION INC. CONFIRMING THE AVAILABILITY OF AN EXEMPTION
FOR  ANY PROPOSED TRANSFER UNDER CLAUSES (B) THROUGH (D)
ABOVE.


           

          UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
SHALL NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY
AFTER THE CLOSING DATE.

          FURTHER,
THE TRANSFERABILITY OR SALE OF THE WARRANTS AND THE SECURITIES UNDERLYING THE
WARRANTS COVERED BY THIS CERTIFICATE ARE RESTRICTED FOR A PERIOD OF SIX MONTHS
AFTER THE DATE OF ISSUANCE AND AS TO 50% OF THE SHARES FOR AN ADDITIONAL SIX
MONTHS PERIOD THEREAFTER.

           

          
            
              
              

            

            
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          All
securities issued upon the exercise this warrant shall bear the legends set
forth in this Warrant Certificate.  The holding of this Warrant
Certificate will not entitle the Warrant Holder to any right or interest as a
shareholder of BONTAN.

          


          


          


          IN WITNESS WHEREOF, BONTAN has
caused this Warrant Certificate to be issued as of the November 13,
2009

          


          


          


          BONTAN
CORPORATION INC.

           

           

           

                                                                                      Per:

           

                  
/s/ Kam
Shah             


                                                                                            Kam Shah,
CEO 

           

           

           

          
            
               


            

            
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