Graniz Explains Suspension of Trading and Announces Results of Shareholder Meeting
02 October 2012 - 6:47AM
Marketwired Canada
GRANIZ MONDAL INC. (the "Company") (TSX VENTURE:GRA.H) announces that trading in
the shares of the Company has been suspended by the TSX Venture Exchange (the
"TSX-V"), effective September 26, 2012.
Background of Trading Halt and Announcement of Trading Suspension
Trading of the Company's shares has been halted since June 16, 2011. At that
time, the Company was pursuing a reactivation of the Company though an earn-in
arrangement with respect to a Saskatchewan mineral resource exploration property
owned by Nightstar Resources Inc. ("Nightstar"), as well as a related private
placement. The trading halt was imposed pending the Company's submission of
acceptable documentation to the NEX board of the TSX Venture Exchange (the
"NEX"), and the review and approval of such documentation by the NEX, with
respect to the proposed transaction with Nightstar.
The Company did not submit the required documents to the NEX, and this
transaction was abandoned in February 2012 when the option agreement (as
amended) entered into with Nightstar was terminated. (See the Company's press
release of February 7, 2012.) However, following the termination of that
agreement, the trading halt remained in place as the Company did not complete
the required application and other steps to have trading of its shares resume.
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. The Company will now prepare and submit that application and
those documents and request that trading of Company shares be permitted to
resume.
The Shareholder Meeting Results
The Company also announces that Donald Theberge, Gilles Roy, Martin Lafrance,
Berthe Lambert and Martin Lacasse have been elected to the Company's Board of
Directors at the 2012 Annual and Special Meeting of its shareholders held on
September 27, 2012 in Levis, Quebec (the "Meeting"). At the Meeting, KPMG LLP
were also re-appointed auditors of the Company for the current financial year.
The Company is also pleased to announce that at the Meeting, the shareholders of
the Company granted disinterested shareholder approval for the Company's
proposed acquisition of a 75% interest in the Mousseau West graphite property
("Mousseau West") from the current owners of that property: Berthe Lambert (a
newly-elected director of the Company) as to 45%, Richard-Marc Lacasse (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").
Shareholders are advised that the acquisition of the "Mousseau West" described
in this press release and the completion of the proposed concurrent private
placement are being pursued to reactivate the Company. However, these
transactions do not constitute a reverse takeover under the policies of the
TSX-V, and the Company has been advised that 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.
Mousseau West 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 intends to
acquire Mousseau West for the purpose of exploring for graphite. The Company and
the Vendors entered into a letter of intent dated June 26, 2012 which sets out
the proposed terms of the acquisition. A copy of the letter of intent has been
filed on SEDAR. Prior to completing this acquisition, the Company and the
Vendors will enter one or more definitive agreements relating to the acquisition
(the "Definitive Agreements"), which agreements will include customary terms and
conditions for the acquisition consistent with, and in addition to, those set
out in the letter of intent. Completion of the acquisition is also subject to
any required approval of the NEX and/or TSX-V.
The consideration payable by the Company to the Vendors for Mousseau West will
be the following, payable to the Vendors pro rata according to their ownership
interests:
a. on or before the later of the closing of the Private Placement (as
defined below) or the date when the TSX-V or the NEX grants such
approval as the Company is required to obtain under TSX-V and NEX
policies (as the case may be) (the "Exchange Approval"), the Company
will:
i. pay the Vendors, pro rata in accordance with their percentage
ownership of Mousseau West, a cash payment equal to one hundred and
sixty-five thousand dollars ($165,000);
ii. issue the Vendors, pro rata in accordance with their percentage
ownership of Mousseau West, two million (2,000,000) Common Shares;
b. on or before the date that is one (1) year after the Exchange Approval,
the Company will pay the Vendors a cash payment equal to twenty-five
thousand dollars ($25,000) plus issue one million (1,000,000) Common
Shares;
c. on or before the date that is two (2) years after the Exchange Approval,
the Company will pay the Vendors a cash payment equal to twenty-five
thousand dollars ($25,000) plus issue one million (1,000,000) Common
Shares; and
d. the Company will recognize Berthe Lambert and Richard-Marc Lacasse as
retaining, 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, it being
understood that such royalty and right of first refusal will be on
industry standard terms and conditions to be set forth in greater detail
in the Definitive Agreements.
It is proposed that the ownership by the Company (or any successor to the
Company) of a 75% interest in Mousseau West will be subject to the following
additional conditions:
a. in each of the two (2) years following the completion of the
acquisition, the Company will be required to undertake, or cause to be
undertaken, and to pay for at least two hundred thousand dollars
($200,000) of "Approved Expenditures" (as defined under the policies of
the TSX-V) on or with respect to Mousseau West;
b. the Company will be solely responsible for undertaking and paying for
four hundred thousand dollars ($400,000) of Approved Expenditures as set
forth in the paragraph above, 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 (as generally
understood in the mineral resource exploration industry) 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");
c. from and 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 (or reimbursing the Company for) that
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 will be formed to manage and operate Mousseau West
(with the parties entering into a commercially reasonable joint venture
agreement or, in lieu of a joint venture agreement, forming a new
corporation to hold title to and to manage and operate Mousseau West);
d. 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;
e. 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:
i. an option to purchase the Residual Interest for four million five
hundred thousand dollars ($4,500,000) which will be exercisable at
any time by the Company; and
ii. a right of first refusal over any proposed transfer or disposition
of the Residual Interest by the Vendors (either collectively or by
any Vendor individually), subject to customary exemptions to permit,
for example, transfers to related parties of the Vendors; and
f. the Company is required to complete a private placement of up to
6,250,000 common share units of the Company at a price of $0.12 per
unit, for gross proceeds of up to $750,000, with each unit consisting of
one common share and one half of one warrant, and each whole warrant
being exercisable at $0.24 per share for 12 months from closing (the
"Private Placement").
In other decisions reached at the Meeting, the shareholders of the Company
granted disinterested shareholder approval for the Private Placement, and also
authorized Berthe Lambert to participate in the Private Placement by investing
up to $100,000 to purchase 833,333 common share units. Although this investment
would not, in and of itself, cause Dr. Lambert to qualify as a "Control Person"
(as defined under the policies of the TSX-V), in light of her role as a Vendor
and a new director of the Company, approval of Dr. Lambert's purchase of common
share units in the Private Placement as described was nonetheless sought and
obtained because it could cause Dr. Lambert and her spouse, collectively, to
qualify as Control Persons. However, the Company has been advised that Dr.
Lambert and her spouse, Mr. Lacasse, do not own, beneficially or of record, or
control each other's shares of the Company, and Dr. Lambert has not confirmed
(nor has the Company accepted) her investment of $100,000 in the Private
Placement.
Another matter approved by shareholders of the Company was a change of the
Company's name to "Graniz Graphite Inc.", or to such other variant of that name
as may be approved by the TSX-V or the NEX. This name change requires approval
of the TSX-V or the NEX before being implemented, and the Board of Directors of
the Company was authorized by shareholders to pursue or abandon the name change
in its discretion.
Finally, the shareholders of the Company ratified the revised bylaws that were
approved by the Board of Directors of the Company in connection with its
continuance from Alberta to the Canada Business Corporations Act.
Following the Meeting, the newly elected Board of Directors of the Company
appointed the following directors to the following committees of the Board:
Audit Committee: Berthe Lambert
Gilles Roy
Martin Lafrance
Compensation and Governance Commitee: Berthe Lambert
Martin Lacasse
Martin Lafrance
In addition, the Board of Directors determined that rather than striking a
disclosure committee, for the time being the responsibilities of the disclosure
committee would be assumed by the entire Board of Directors.
The Board of Directors also appointed the following individuals as officers of
the Company:
Donald Theberge - Chairman of the Board, President and Chief Executive
Officer
Bernard Henault - Chief Financial Officer and Treasurer
Martin Lacasse - Secretary
Having obtained shareholder approval of the acquisition of Mousseau West and of
the Private Placement, the Company is ready to proceed to the completion of
both. With respect to the Acquisition, the Company will negotiate the Definitive
Agreements with the Vendors and post the final, executed agreement(s) at
www.sedar.com as soon as possible. With respect to the Private Placement, since
a first closing raising gross proceeds of $317,000 has been completed, the
amount that remains to be raised is at least $283,000, and not more than
$467,000. The Company will also proceed to the completion of the Private
Placement as soon as possible.
As stated, the acquisition of Mousseau West and the completion of the Private
Placement are being pursued to reactivate the Company. However, these
transactions do not constitute a reverse takeover under the policies of the
TSX-V, and the Company has been advised that 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.
Cautionary Statement
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 Exchange
acceptance. 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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