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Message: Sonomax to raise $1.74 Million in Non-Dilutive Financing and Name Change

Sonomax to raise $1.74 Million in Non-Dilutive Financing and Name Change

posted on Jan 22, 2010 07:34AM

Sonomax to Raise $1.74 Million in Non-Dilutive Financing

	    - Sonomax to become Sonomax Technologies Inc.

	    - Special meeting of Sonomax shareholders to be held on February 26, 2010

	    - Shareholder Conference Call on February 4, 2010

	    - Retail Optical ProFit license agreement to follow

	    MONTREAL, Jan. 22 /CNW Telbec/ - Sonomax Hearing Healthcare Inc. (SHH:
TSX Venture) is pleased to announce that it has entered into an agreement with
Benvest New Look Income Fund (BCI:UN: TSX), a Québec-based income trust, that
will provide gross proceeds to Sonomax of approximately $1.74 million in
non-dilutive capital, concurrent with a corporate reorganization of Sonomax.
	    "We are very pleased to announce this transaction, which will provide us
with working capital to complete the V4 testing and clean up our balance
sheet" said Nick Laperle, President and Chief Executive Officer of Sonomax.
"This transaction will definitely help Sonomax execute its
previously-announced business plan."
	    The transaction with Benvest New Look will be effected by way of Plan of
Arrangement under the Canada Business Corporations Act. On completion of the
transaction, Sonomax shareholders will exchange their Sonomax shares on a
one-for-one basis for shares of a new corporation, Sonomax Technologies Inc.,
as a result of which the current shareholders of Sonomax will hold 100% of the
outstanding shares of Sonomax Technologies. As part of the Plan, holders of
Sonomax's stock options, warrants and convertible promissory notes will
exchange their securities for identical securities of Sonomax Technologies.
	    Sonomax Technologies will have the same operations, assets, Board of
Directors and management as Sonomax, but with an additional $1.74 million in
cash, less the costs incurred in connection with the transaction. Sonomax
Technologies has applied for listing on the TSX Venture Exchange, in
substitution for the listing of Sonomax.
	    As part of the Plan of Arrangement, unitholders of Benvest New Look
Income Fund and shareholders of New Look Eyewear Inc., an affiliated
corporation, will acquire 100% of the shares of the original Sonomax Hearing
Healthcare, which will change its corporate name to reflect its acquisition by
Benvest New Look. Sonomax's current shareholders will not have any interest in
this corporation.
	    The Arrangement Agreement also provides that Benvest New Look and Sonomax
Technologies will enter into a distribution and licensing agreement, prior to
the closing of the transaction, for optical retail distribution in Quebec,
Ontario and the Atlantic Provinces by Benvest New Look of Sonomax V3 ProFit
products.
	    Subject to approval by the Québec Superior Court, a special meeting of
Sonomax shareholders and holders of Sonomax's convertible promissory notes
will be held on February 26, 2010 at the offices of Heenan Blaikie LLP, Suite
2500, 1250 René-Lévesque Blvd. West, Montreal, Québec. The record date for the
special meeting will be the close of business on January 26, 2010. The
transaction must be approved by at least: (i) 66 2/3 % of the votes cast by
Sonomax common shareholders; (ii) 66 2/3 % of the votes cast by the holders of
Sonomax's Series "A" First Preferred Shares, voting as a separate class; and
(iii) 66 2/3 % of the votes cast by holders of Sonomax's convertible
promissory notes, voting as a separate class, with one vote for each dollar
principal amount of the notes. Sonomax has signed Voting Support Agreements
with the holders of 100% of the Series "A" First Preferred Shares and, to
date, with the holders of approximately 60% of the outstanding principal
amount of convertible promissory notes, under which they have agreed to vote
in favour of the transaction.
	    Based on a number of factors, including advice rendered by Capital Canada
Limited, Sonomax's financial advisor for the transaction, Sonomax's Board of
Directors unanimously recommends that Sonomax common shareholders and holders
of Series "A" First Preferred Shares and convertible promissory notes vote in
favor of the transaction.
	    Completion of the transaction is subject to receipt of court and other
regulatory approvals. The transaction must also be approved by the unitholders
of Benvest New Look Income Fund and shareholders of New Look Eyewear Inc.
	    Additional details regarding the transaction as well as a copy of a
fairness opinion from Capital Canada Limited will be provided to Sonomax
securityholders in a management proxy circular expected to be mailed in early
February. The proxy circular will also be available at www.sedar.com as well
as on the Sonomax website. Interested shareholders are invited to consult the
circular prior to the February 4, 2010 conference call at 11:00AM EST. All
interested parties are invited to participate by dialling toll-free
1-866-365-1119 (North America only) and 1-416-849-7329 outside North America.
You will be put on hold until the conference call begins.
	    The transaction is expected to close in early March, subject to the
satisfaction of customary closing conditions.

	    About the New Sonomax:

	    Sonomax is a leader in the research, development and licensing of in-ear
technologies. With over 50 patents worldwide, Sonomax pioneering innovation
includes instant custom-fitting earpieces that deliver the most comfortable,
protective and sound-enhancing experience in the world, as well as software
driven solutions for validating earpiece performance. The latest V4
Self-Fit(TM) System offers our manufacturer and aftermarket clients a broader
range of opportunities in customized earpieces for personal entertainment,
mobile communication and Bluetooth(TM) headsets. The technology also extends
to applications for self-fit earplugs for hearing protection and communication
in the industrial and military market sectors.

	    This news release contains statements that constitute "forward-looking
information" or "forward-looking statements" within the meaning of applicable
securities legislation. This forward-looking information is subject to
numerous risks and uncertainties, certain of which are beyond the control of
Sonomax Hearing Healthcare Inc. ("Sonomax"). Actual results or achievements
may differ materially from those expressed in, or implied by, this
forward-looking information. No assurance can be given that any events
anticipated by the forward-looking information will transpire or occur, or if
any of them do so, what benefits that Sonomax will derive therefrom. In
particular, no assurance can be given as to whether the proposed plan of
arrangement with Benvest New Look Income Fund will be completed.
Forward-looking information is based on the estimates and opinions of
Sonomax's management at the time the information is released and Sonomax does
not undertake any obligation to update publicly or to revise any of the
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by applicable securities laws.

	    Neither the TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.





-30-
	    /For further information: Nick Laperle, President and CEO, Sonomax
Hearing Healthcare Inc., (514) 932-2674, ext 2229, nlaperle@sonomax.com/
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