BONTAN CORPORATION INC.
47 Avenue Road, Suite 200, Toronto, ON M5R 2G3
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 19th day of December, 2008 at the hour of 9:00 AM (Toronto time) for the following purposes:
1. To receive the consolidated financial statements for the year ended March 31, 2008, and the report of the auditors thereon.\
2. To elect directors.
3. 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.
4. To consider and, if thought appropriate, pass a resolution authorizing directors tointroduce 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. 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.
OR
6. 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.
7. 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.
8. 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 or change to Federal jurisdiction at the discretion of the Directors.
9. 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 December 18, 2007.
We encourage you to review the Audited Financial Statements of the Corporation for the year ended March 31, 2008, and Annual Report in form F-20 filed and available on www.sedar.com (Canadian Securities Administrators) and on www.edgar.com (United States Securities and Exchange Commission).
Please contact Mrs. Kailey Ellis-Chapman at 416-929-1806 or fax 416-929-6612 for copies of any of the above documents.
DATED at Toronto this 17th day of November, 2008.
BY ORDER OF THE BOARD
/s/ Kam Shah
________________________________________________
Kam Shah, Chairman, Chief Executive and Financial Officer
