2012-12-21 23:22:01 -
LEVIS, QUEBEC -- (Marketwire) -- 12/21/12 -- GRANIZ MONDAL INC. (the "Company") (TSX VENTURE:GRA.H) announces that the TSX Venture Exchange has approved 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.
The Company has not yet been reinstated on the NEX, but continues to work with the TSX Venture Exchange to become reinstated (with its shares then eligible to be traded on the NEX) as soon as possible. The Company will issue a more comprehensive news release on this reinstatement as that matter progresses.
Acquisition of Mousseau West
The Company has 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").
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 Company intends to acquire Mousseau West for the purpose of exploring 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.
With the Option Agreement having been approved, the Company will proceed to perform its obligations under the Option Agreement and to undertake exploration of the property.
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.
The Company is pleased to announce that it has received approval from the TSX Venture Exchange to close the second tranche of this financing. A total of $342,600 has been raised in this closing, through the issuance of 2,855,000 common share units at a price of $0.12 per unit. Each unit separated at closing into one share and 1/2 warrant, with each warrant being exercisable for one year at $0.24 per share. As a result, a total of 2,855,000 common shares and 1,427,500 warrants were issued in this tranche closing. The total raised through the both closings of this private placement is approximately $659,600.
All shares and warrants issued in this financing will be subject to a four month hold period, expiring April 22, 2013.
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 the acquisition of a 75% interest in Mousseau West can proceed, and that the Company was able to raise substantial sums notwithstanding difficult market conditions. After closing these transactions, we look forward to undertaking the exploration of this exciting graphite prospect."
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.