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Graniz Reinstated on NEX Following Completion of Financing and Acquisition of Mousseau West Graphite Property
By: Marketwired .
Dec. 28, 2012 11:47 AM
LEVIS, QUEBEC -- (Marketwire) -- 12/28/12 -- GRANIZ MONDAL INC. (the "Company") (TSX VENTURE:GRA.H) announces that it has been advised by the TSX Venture Exchange that trading in the Company's shares on the NEX will be reinstated, effective the opening December 31, 2012.
This reinstatement follows the TSX Venture Exchange's approval of the Company's acquisition of an option to earn a 75% interest in the Mousseau West graphite property located in Quebec, as well as the Company's completion of the second tranche of a private placement in which it raised a total of $342,600.
Background of Trading Halt, Suspension and Reinstatement on NEX
On September 25, 2012, the NEX announced that trading in Company shares would be suspended because of the Company's failure to submit, by September 20, 2012, the required application and other documents seeking to have trading of Company shares resume as the original reason for the halt in trading was no longer applicable.
Subsequently, the Company prepared and submitted an application to the TSX Venture Exchange for reinstatement, and provided the requested documents and information.
In light of this reinstatement, the Company is issuing this announcement further to its press release of December 21, 2012, so as to provide investors with a comprehensive summary of its acquisition of an interest in the Mousseau West property and the related private placement of securities.
Acquisition of Mousseau West
The Company entered into an option agreement dated December 13, 2012 (the "Option Agreement") for the acquisition of a 75% interest in the Mousseau West graphite property ("Mousseau West") from the current owners of that property: Berthe Lambert (a director of the Company) as to 45%, Richard-Marc Lacasse (an insider of the Company and a former director and President of the Company), as to 45% and Donald Theberge (currently a director and the President of the Company) as to 10% (collectively, the "Vendors").
This acquisition and the related private placement were undertaken to reactivate the Company, but they do not constitute a reverse takeover under the policies of the TSX Venture Exchange and they are not at this time sufficient to allow the Company to graduate to Tier 2 on the TSX-V. Therefore, the Company will remain on the NEX following the completion of these transactions.
The Mousseau West graphite property is comprised of 12 mining claims covering a total of approximately 489 hectares straddling the boundaries of Brunet and Mousseau Townships in Quebec, approximately 12 km north of the town of St-Veronique (near Mont-Laurier) Quebec. The mining claims comprising Mousseau West are identified in Schedule "A" to the Management Information Circular prepared by the Company and sent to shareholders in advance of the Meeting. (A copy of the Management Information Circular may be viewed at www.sedar.com.) The Company's purpose in acquiring an option for an interest in the Mousseau West property is to explore for graphite.
The Option Agreement replaces a letter of intent dated June 26, 2012, which sets out the proposed terms of the acquisition. The Option Agreement is consistent with the letter of intent signed in June, except that the Vendors and the Company have agreed that the payment of $165,000 that would have been payable now will only be payable one year from now, plus interest of 8% per annum. Accordingly, the principal terms of the Company's acquisition of a 75% interest in Mousseau West are as follows:
a. a cash payment of $165,000 plus 8% interest must be paid to the Vendors on or before December 19, 2013; b. 2,000,000 common shares must be issued to the Vendors immediately, pro rata in accordance with their percentage ownership of Mousseau West; c. on or before December 19, 2013, the Company must pay the Vendors $25,000 and issue them 1,000,000 common shares; d. on or before December 20, 2014, the Company must pay the Vendors $25,000 and issue them 1,000,000 common shares; and e. Berthe Lambert and Richard-Marc Lacasse will retain, collectively, a 2% net smelter returns royalty over and with respect to any and all graphite concentrate produced from Mousseau West, subject to the additional condition that the Company will retain a right of first refusal over any proposed sale of that royalty.
The Company's 75% interest in Mousseau West will be subject to the following additional conditions:
a. in each of the two years following the completion of the acquisition, the Company will be required to complete $200,000 of "Approved Expenditures" (as defined under the policies of the TSX-V), for a total of $400,000 over two years, without any contribution or other payment from the Vendors, and without limiting such obligation and until such time as the Company has obtained a pre-feasibility study on Mousseau West and filed such study on SEDAR, the Company will be responsible for paying any and all costs related to and/or arising from the ownership, management, maintenance in good standing and exploration of Mousseau West (collectively, the "Maintenance and Exploration Costs"); b. after the date when a pre-feasibility study on Mousseau West has been filed on SEDAR and delivered to the Vendors, the Vendors will be responsible for paying for the portion of the Maintenance and Exploration Costs that is equal to their ownership interest in Mousseau West, subject to the further requirement that a joint venture be formed to manage and operate Mousseau West; c. the Vendors will be required to provide reasonable cooperation to the Company so as to permit the Company to register its 75% ownership interest in and to Mousseau West on any appropriate registries or records maintained by or on behalf of the Government of Quebec with respect to Mousseau West, such registration(s) to be made at the cost and expense of the Company; and d. with respect to the 25% ownership interest in and to Mousseau West retained by the Vendors (the "Residual Interest"), the Company will hold, and the Vendors will recognize the Company as holding an option to purchase and a right of first refusal over that interest.
Approval of Private Placement
It was a pre-condition to the Company's acquisition of its interest in Mousseau West that the Company raise capital through a private placement. A first closing of this private placement occurred earlier this year, raising proceeds of approximately $317,000, and a second closing was recently completed raising proceeds of $342,600. The total raised through the both closings of this private placement was approximately $659,600 through the issuance of common share units at $0.12 per unit, those units having separated at closing into 5,496,666 common shares and 2,748,333 warrants. The warrants are exercisable for one year at $0.24 per share. All shares and warrants issued in this financing will be subject to a four month hold period
Investors in this private placement include three insiders of the Company: Berthe Lambert, a Vendor and director of the Company who subscribed 350,000 common share units, Martin Lacasse, a director of the Company who subscribed for 420,000 common share units and Martin Lafrance, also a director who subscribed for 200,000 common share units.
Donald Theberge, President of Graniz commented: "Management and the Board are very pleased that shares of Graniz Mondal Inc. are being reinstated on the NEX. Having now acquired an option for an interest in a very interesting graphite property, and having succeeded in raising considerable sums notwithstanding challenging market conditions, the Company looks forward to moving ahead with its exploration plans for Mousseau West."
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Completion of the acquisition of Mousseau West and of the private placement are subject to a number of conditions, including but not limited to the TSX Venture Exchange'sacceptance. There can be no assurance that the acquisition of Mousseau West and of the private placement will be completed as proposed or at all.
The foregoing information may contain forward-looking statements relating to the future performance of Graniz Mondal Inc. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from the plans and expectations of Graniz. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by Graniz with the TSX Venture Exchange/NEX and securities regulators. Graniz does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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