Sonomax Hearing Healthcare enters into agreement with Benvest New Look Income Fund

Jan 23 2010

- 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

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.