Graniz Mondal Inc. (”Graniz”) (NEX: GRA.H) announces that it has entered into a non-binding letter of intent with DigiScreen Corporation (”DigiScreen”, www.digiscreen.ca), a private Montreal-based corporation specializing in creating and administering digital networks for the international distribution and presentation of independent film and alternative content, such as opera and musical concerts. The letter of intent contemplates that the parties will conduct a reverse take-over or other business combination (a “Transaction”) whereby Graniz would acquire DigiScreen from DigiScreen’s shareholders in exchange for approximately 50% of the common shares of Graniz (”Graniz Shares”) issued and outstanding after the completion of the Transaction (on a non-diluted basis and after taking into account the private placement described below). It is contemplated that the completion of the Transaction be conditional upon a private placement of common share units at prices (and subject to terms and conditions) to be determined, for aggregate gross proceeds of $2,000,000 (the “Private Placement”). It is proposed that the securities issued in the Private Placement would convert on a one-for-one basis into shares of Graniz upon completion of the Transaction, on the basis of one post-Transaction share so issued being valued at $0.25 per share.
Upon the completion of the Transaction, Mr. Daniel Langlois and Mr. Campbell Becher will be appointed to the board of directors of Graniz, and Mr. Langlois will be appointed as the non-executive Chairman of the board of directors of Graniz.
In connection with the Transaction, Graniz has agreed to advance up to $250,000 to DigiScreen as a loan for the payment of Transaction-related and operational expenses to be incurred by DigiScreen, so as to permit the continued operation of DigiScreen while the transactions contemplated in the letter of intent are being pursued. An initial advance of $25,000 will be made immediately, and the balance would be available after approval of the TSX Venture Exchange is obtained. The parties contemplate paying a 5% finder’s fee in connection with the loan from Graniz to DigiScreen, as well as issuing 200,000 Graniz Shares upon completion of the Transaction, all of which would be paid to parties who facilitated the agreement between Graniz and DigiScreen.
The parties are currently in discussions to enter into a definitive and binding letter of intent, as well as other definitive and binding agreements with respect to the Transaction. The Transaction is subject to the approval of Graniz’s shareholders. In addition, the Transaction, as well as the payment of the finder’s fees, are subject to the approval of the TSX Venture Exchange.
Trading of Graniz Shares has been halted at Graniz’s request while the parties pursue their discussions.
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.
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 Graniz’s plans and expectations. 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.
For further information: Richard-Marc Lacasse, President of Graniz, at (418) 564-8834
