Graniz Mondal Inc. Enters Into Letter of Intent With DigiScreen Corporation

Market Wire, June, 2009

Graniz Mondal Inc. ("Graniz") (NEX BOARD: GRA.H) announces that, after having entered into a non-binding letter of intent as disclosed in its press release of April 9, 2009, it has entered into a binding letter of intent dated June 22, 2009 with DigiScreen Corporation ("DigiScreen", www.digiscreen.ca ), a private Montreal-based corporation that is at arm's length from Graniz. DigiScreen specializes 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 Proposed Transaction

The letter of intent contemplates that the parties will conduct a reverse take-over or other business combination (a "Transaction") whereby Graniz would acquire all of the outstanding shares of DigiScreen from DigiScreen's shareholders for a purchase price of $5,000,000 (calculated on a fully diluted basis, assuming that all convertible debt issued by DigiScreen, other than the Bridge Loan described below, will be converted into shares of DigiScreen prior to the completion of the Transaction, and that all rights convertible into or exercisable for shares of DigiScreen are converted or exercised prior to that time). At the closing of the Transaction, the resulting company would also assume the outstanding liabilities of DigiScreen (to the extent those liabilities are not discharged through conversion into shares of the resulting company). Based on unaudited financial statements and financial projections prepared by management of DigiScreen, at the closing of the Transaction the resulting company would assume approximately $575,000 of debt. The $5,000,000 payable for DigiScreen's shares will be payable through the issuance of 20,000,000 Graniz common shares at $0.25 per share, and those newly issued shares of Graniz would represent approximately 63% of the common shares of Graniz ("Graniz Shares") issued and outstanding after the completion of the Transaction (calculated on a non-diluted basis and prior to taking into account the Bridge Loan and Private Placement described below).

The completion of the Transaction is conditional upon a private placement of Graniz securities for aggregate gross proceeds of not less than $1,200,000, up to a maximum of $2,000,000 (the "Private Placement"). Graniz anticipates that a majority of the funds raised in the Private Placement will be from parties that are at arm's length from Graniz and DigiScreen. It is proposed that the securities issued in the Private Placement would be issued at a price of $0.25 per share, and would convert on a one-for-one basis into shares of Graniz upon completion of the Transaction. A customary finder's fee, which may include a cash payment, shares and/or broker warrants, may be paid to arm's length finders in connection with the private placement. Upon completion of the Transaction, Graniz would be a Tier 2 - Industrial Issuer listed on the TSX Venture Exchange.

The Transaction is also conditional upon Graniz and DigiScreen being satisfied with the results of the due diligence they have each commenced with respect to each other and their businesses, and upon DigiScreen obtaining a loan of not less than $200,000 from other parties on terms and conditions that are agreeable to Graniz (the "Bridge Loan") on or before July 20, 2009. On June 18, 2009, DigiScreen completed a first closing of the Bridge Loan to raise gross proceeds of approximately $160,000. Additional closings of the Bridge Loan may occur from time to time, and Graniz and DigiScreen have agreed that the maximum amount that may be borrowed by DigiScreen under the Bridge Loan will be $750,000. The sums due under the Bridge Loan are convertible into common shares of Graniz, should the Transaction be concluded, at a price of $0.15 per share at the closing of the Transaction. Interest on the Bridge Loan accrues at a rate of 12% per annum and is payable in cash. The principal and interest on the Bridge Loan will be payable in full on January 30, 2010, unless the principal of the Bridge Loan is converted into common shares of Graniz in accordance with its terms prior to that date (in which case interest is also then due), or unless the Bridge Loan is otherwise converted into shares of DigiScreen prior to that date (in which case interest is also then due). A cash transaction fee of 8% of the principal amount of the Bridge Loan (other than portions advanced from existing shareholders, securityholders and other creditors of DigiScreen) will be payable to BID Capital Markets, a party that is at arm's length from Graniz and DigiScreen, at each closing of the Bridge Loan.

Byron Securities Limited has been engaged as the sponsor of the Transaction. In connection with that sponsorship, Byron will be paid a sponsorship fee of $25,000.

In connection with the Transaction, Graniz has agreed to advance up to $250,000 to DigiScreen as a loan (the "Graniz 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. Graniz has already advanced $25,000 to DigiScreen as part of the Graniz Loan, but will not advance any additional funds until the TSX Venture Exchange has approved the Graniz Loan. The parties have executed a loan agreement and other documents for the Graniz Loan. Interest on the Graniz Loan will accrue at a rate of 12% per annum. The Graniz Loan, plus interest, is to be repaid to Graniz on or before January 30, 2010, but the repayment date may be accelerated by Graniz in certain circumstances. The Graniz Loan will be secured by a first priority lien on all of the personal property of DigiScreen, and all other secured creditors of DigiScreen have signed a subordination agreement in favour of Graniz (except for a commercial lender that has a security interest in support of approximately $5,000 of credit). Details of the proposed Graniz Loan were previously disclosed by Graniz in its press release of April 30, 2009.

 

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