NEW YORK--()--Peter Brennan, a director of Sonomax Technologies Inc. (TSXV: SHH), announces that he has purchased 12% secured convertible debentures of Sonomax in a principal amount of CAD$1,135,000 by way of private placement. The debentures bear interest at a rate of 12% per annum, payable semi-annually in arrears on June 30 and December 31 in each year, commencing December 31, 2012, and will mature on February 15, 2014. The debentures acquired by Mr. Brennan are convertible into a maximum of 9,080,000 Sonomax common shares at any time at the option of the holder, at a conversion price of $0.125 per share, until maturity. The debentures are secured by a hypothec over all of Sonomax’s movable property.
Immediately following the closing of the private placement, Peter Brennan and his wife Julia Brennan directly and indirectly own the following Sonomax securities: (i) 30,563,936 common shares, representing 8.02% of the issued and outstanding common shares of Sonomax, (ii) warrants to acquire up to 5,359,744 common shares, (iii) debentures that may be converted into a maximum of 13,080,000 common shares, and (iv) stock options in respect of 3,886,250 common shares. Assuming full exercise of these warrants, convertible debentures and stock options, Mr. and Mrs. Brennan would hold 52,889,930 common shares, representing 13.10% of the Sonomax common shares that would then be issued and outstanding.
Mr. and Mrs. Brennan acquired the Sonomax 12% secured convertible debentures in the private placement for investment purposes, and in accordance with applicable Canadian securities laws they may, from time to time and at any time, acquire additional Sonomax common shares and/or other equity, debt or other securities or instruments (collectively, “Securities”) of Sonomax in the open market or otherwise, and they reserve the right to dispose of any or all of their Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of Sonomax and other relevant factors.