Report Pursuant to

Part 5 of National Instrument 62-104

Take-Over Bids and Issuer Bids and

Part 7 of OSC Rule 62-504

Take-Over Bids and Issuer Bids

1. Name and address of Offeror:

Peter Brennan and Julia Brennan

237 Park Avenue

9

th Floor

New York, NY 10017

2. Designation and number or principal amount of securities and the Offeror’s

securityholding percentage in the class of securities of which the Offeror acquired

ownership or control in the transaction or occurrence giving rise to the obligation to file the

news release, and whether it was ownership or control that was acquired in those

circumstances:

On May 25, 2012, Peter Brennan, a director of Sonomax Technologies Inc. (“

Sonomax ”), and his

wife Julia Brennan purchased an aggregate of 7,300,000 units (the “

Units ”) of Sonomax at a

price of $0.05 per Unit by way of private placement, for total proceeds of $365,000. Each Unit is

comprised of one common share of Sonomax and one-half of a common share purchase warrant.

Each whole common share purchase warrant entitles the holder to purchase one additional

common share of Sonomax at a price of $0.10 until May 25, 2015.

Immediately following the closing of the private placement, Peter Brennan and Julia Brennan

directly and indirectly own the following Sonomax securities: (i) an aggregate of 30,563,936

common shares, representing 8.02% of the issued and outstanding common shares of Sonomax,

(ii) warrants to acquire an aggregate of 5,359,744 common shares, (iii) debentures that may be

converted into an aggregate of 4,000,000 common shares, and (iv) stock options in respect of

4,011,250 common shares. Assuming full exercise of these warrants, convertible debentures and

stock options, Peter Brennan and Julia Brennan would own an aggregate of 43,934,930 common

shares, representing 11.13% of the Sonomax common shares that would then be issued and

outstanding.

3. Designation and number or principal amount of securities and the Offeror’s

securityholding percentage in the class of securities immediately after the transaction or

occurrence giving rise to the obligation to file the news release:

See item 2 above.

4. Designation and number or principal amount of securities and the percentage of

outstanding securities of the class of securities referred to in Item 3 over which:

(a)

the Offeror, either alone or together with any joint actors, has ownership and

control:

See item 2 above.

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(b)

the Offeror, either alone or together with any joint actors, has ownership but

control is held by other persons or companies other than the Offeror or any

joint actor:

Not applicable.

(c)

the Offeror, either alone or together with any joint actors, has exclusive or

shared control but does not have ownership:

Not applicable.

5. The name of the market where the transaction or occurrence that gave rise to the

news release took place:

The common shares and common share purchase warrants of Sonomax were acquired from the

treasury of Sonomax pursuant to a private placement.

6. The value, in Canadian dollars, of any consideration offered per security if the

Offeror acquired ownership of a security in the transaction or occurrence giving rise to the

obligation to file a news release:

See item 2 above.

7. The purpose of the Offeror and any joint actors in effecting the transaction or

occurrence that gave rise to the news release, including any future intention to acquire

ownership of, or control over, additional securities of the reporting issuer:

Peter Brennan and Julia Brennan acquired the Sonomax common shares and common share

purchase warrants in the private placement for investment purposes, and in accordance with

applicable 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.

8. The general nature and the material terms of any agreement, other than lending

arrangements, with respect to securities of the reporting issuer entered into by the Offeror,

or any joint actor, and the issuer of the securities or any other entity in connection with the

transaction or occurrence giving rise to the news release, including agreements with respect

to the acquisition, holding, or disposition or voting of any of the securities:

Not applicable.

9. Names of joint actors in connection with the disclosure required by Appendix E of

National Instrument 62-103:

Peter Brennan and Julia Brennan.

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10. In the case of a transaction or occurrence that did not take place on a stock

exchange or other market that represents a published market for the securities, including

an issuance from treasury, the nature and value of the consideration paid by the Offeror:

A total cash consideration of $365,000 was paid by Peter Brennan and Julia Brennan for the

acquisition of the 7,300,000 Units.

11. If applicable, a description of any change in any material fact set out in a previous

report by the entity under the early warning requirements of Part 4 of National Instrument

62-103 in respect of the reporting issuer’s securities.

Not applicable.

12. If applicable, a description of the exemption from securities legislation being relied

on by the Offeror and the facts supporting that reliance.

Not applicable.

DATED

the 29th day of May 2012.

(signed) Peter Brennan

PETER BRENNAN

(signed) Julia Brennan

JULIA BRENNAN