Today 212 million, tomorrow 244 million
SONOMAX TECHNOLOGIES INC. ("SHH")
(formerly Sonomax Hearing Healthcare Inc. ("SHH"))
BULLETIN TYPE: Plan of Arrangement, Substitutional Listing
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Pursuant to special resolutions passed by the securities holders of each
of Sonomax Hearing Healthcare Inc. (TSXV: SHH) ("Sonomax") and Benvest New
Look Income Fund (TSX: BCI.UN) ("Benvest") on February 26, 2010, Sonomax and
Benvest have completed, effective on March 2, 2010, a Plan of Arrangement
under Section 192 of the Canada Business Corporations Act.
The Plan of Arrangement provides that 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 Inc.
As part of the Plan of Arrangement, holders of Sonomax's stock options,
warrants and convertible promissory notes will exchange their securities for
identical securities of Sonomax Technologies Inc. Sonomax Technologies Inc.
will have the same board of directors and management as Sonomax, and
substantially the same operations and assets but with an additional $1.74
million in cash, less the costs incurred in connection with the Plan of
Arrangement.
For further information regarding the impact of the Plan of Arrangement on
Benvest's securities holders, please refer to the Toronto Stock Exchange
bulletin dated March 2, 2010.
For further information regarding the Plan of Arrangement, please refer to
the Company's Information Circular dated January 29, 2010 that is available on
SEDAR.
It is understood that letters of transmittal were mailed to Sonomax's
shareholders on or about February 11, 2010 requesting them to deposit their
duly completed letter of transmittal together with their share certificates of
Sonomax Hearing Healthcare Inc. to Computershare Investor Services Inc. at its
principal offices in Toronto and Montreal, in order to receive certificates
representing common shares of Sonomax Technologies Inc. to which they are
entitled.
A total of 244,309,621 common shares of Sonomax Technologies Inc. will be
listed and posted for trading at the opening Thursday, March 4, 2010 under the
trading information set out below, in substitution for the currently listed
common shares of Sonomax Hearing Healthcare Inc.
Hey, where do you think that 1.74 million in cash came from? Can you say dilution? Do the math and you'll find out that they printed 32 million shares for just under 5.5 cents per share.
They didn't post this news release on their website.