Graniz Mondal Inc.
NEX BOARD : GRA.H

Graniz Mondal Inc.

June 22, 2009 16:19 ET

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

MONTREAL, QUEBEC--(Marketwire - June 22, 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.

The parties contemplate paying a 5% cash finder's fee in connection with the Graniz Loan from Graniz to DigiScreen, as well as issuing 200,000 Graniz Shares upon completion of the Transaction. This fee will be paid to BID Capital Markets and Bill Rusedski, both of whom are parties who are at arm's length from Graniz and DigiScreen. This fee will be paid to these parties at the closing of the Transaction, in consideration for the services they rendered in introducing Graniz and DigiScreen and otherwise facilitating the agreement between Graniz and DigiScreen regarding the Graniz Loan and the Transaction. If Graniz advances to DigiScreen the full $250,000 or principal that it is making available under the Graniz Loan, the cash finder's fee will be $12,500.

The parties are currently in the process of preparing definitive agreements with respect to the Transaction.

The Transaction is subject to the approval of Graniz's shareholders. In addition, the Transaction, the Graniz Loan, as well as the payment of all finder's fees, are subject to the approval of the TSX Venture Exchange.

Information about DigiScreen

DigiScreen was incorporated under the Canada Business Corporations Act on February 11, 2003. The business of DigiScreen consists in the operation of a digital network for the distribution and presentation of independent films and alternative content. Such alternative content is based on source material other than feature-length movies, such as opera, sports and music-based shows. The presentation of these events could take place in a full spectrum of venues ranging from digital cinemas to handheld media players. DigiScreen principally offers a technical solution that allows a digital video projector to be fed from a server containing various high-definition films stored in compressed format. The digital film content can be delivered to remote cinema sites, via terrestrial or satellite connection. DigiScreen serves customers in the United States, Canada, United Kingdom, Europe, Japan and Australia.

The current shareholders of DigiScreen are as follows:



Name Jurisdiction of Residence/Incorporation
---- ---------------------------------------
Daniel Langlois Investments Inc. Incorporated under the Canada Business
(a company wholly owned by Daniel Corporations Act
Langlois)
(925,000 common shares)

Mark Hooper Pointe-Claire, Quebec
(50,000 common shares)

Pierre Latour Town of Mount-Royal, Quebec
(25,000 common shares)

BDC Capital Inc. (a wholly owned Incorporated under the Canada Business
subsidiary of the Business Corporations Act
Development Bank of Canada)
(353,846 class A preferred)


The following tables set forth selected financial information for DigiScreen for the six month period ended December 31, 2008 (unaudited) and the years ended June 30, 2008 (unaudited), June 30, 2007 (audited) and June 30, 2006 (unaudited). The following summary of selected financial information is derived from, should be read in conjunction with, and is qualified in its entirety by reference to, DigiScreen's financial statements, including the notes thereto. As noted, DigiScreen's financial statements for years ended June 30, 2008 and June 30, 2006 have not been audited.



Statement of Operations Data
----------------------------------------------------------------------------
Six months ended Year ended Year ended Year ended
December 31, 2008 June 30, 2008 June 30, 2007 June 30, 2006
(unaudited) (unaudited) (audited) (unaudited)
----------------------------------------------------------------------------
$ $ $ $
----------------------------------------------------------------------------
Operating
Revenues 182,667 52,391 25,697 92,132
----------------------------------------------------------------------------
Cost of
Goods Sold 135,385 398,449 28,096 52,242
----------------------------------------------------------------------------
Operating
Expenses 426,025 1,528,847 1,304,689 1,380,777
----------------------------------------------------------------------------
Financial
Fees 1,951 8.765 - -
----------------------------------------------------------------------------
Other
Revenues 4,920 219 - -
----------------------------------------------------------------------------
Net Income
(Loss)
Before
Taxes (375,774) (1,883,450) (1,307,088) (1,340,887)
----------------------------------------------------------------------------


Balance Sheet Data
----------------------------------------------------------------------------
Six months ended Year ended Year ended Year ended
December 31, 2008 June 30, 2008 June 30, 2007 June 30, 2006
(unaudited) (unaudited) (audited) (unaudited)
----------------------------------------------------------------------------
$ $ $ $
----------------------------------------------------------------------------
Total Assets 459,071 623,260 297,255 408,452
----------------------------------------------------------------------------
Current
Liabilities 1,432,696 427,020 129,635 163,659
----------------------------------------------------------------------------
Advance
From
Shareholders 586,000 400,000 - -
----------------------------------------------------------------------------
Redeemable
Shares and
Loans From
Shareholders 2,000,000 2,000,000 1,000,000 2,864,423
----------------------------------------------------------------------------
Shareholders'
Equity (2,973,624) (2,203,760) (832,380) (2,619,630)
----------------------------------------------------------------------------


Management and Principal Shareholders of the Resulting Issuer After the Transaction

Upon the completion of the Transaction, the directors, senior officers and principal shareholders of Graniz are expected to include the following:

Daniel Langlois - Director and non-executive Chairman of the Board of Directors - Mr. Langlois holds a bachelor of design degree from Universite du Quebec a Montreal and is the President and founder of Ex-Centris, a state-of-the-art multi-theatre and production facility designed to evolve with the emergence of new digital production technologies. In addition, Mr. Langlois is the president of the Daniel Langlois Foundation, a private, philanthropic organization he created in 1997. Mr. Langlois is also involved in several other organisations active in cultural and scientific innovation. Mr. Langlois also founded Softimage Inc., serving as its President and Chief Technology Officer from November 1986 to July 1998. Prior to that, Mr. Langlois worked eight years as a film director and animator for private companies and the National Film Board of Canada.

Mr. Langlois has received many significant honours throughout his career. In 1994, Ernst & Young chose him as Canada's national entrepreneur of the year. The University of Sherbrooke bestowed an honorary doctorate degree in administration on Mr. Langlois in 1996. In 1997, the Academy of Motion Picture Arts and Sciences presented him with a Scientific and Technical Oscar. In 1999, he became a Knight of the National Order of Quebec and was named as an Officer of the Order of Canada in 2000.

Gregory Borsk - Director - Mr. Borsk is a chartered accountant. He is also the CEO and co-founder of Pine Point Capital Advisors Inc., a firm that he joined in January 2008 and that specializes in M&A, capital raising, corporate restructurings, and financial due diligence and outsourced CFO services. He was the CFO of FTI Foodtech International Inc., a public company, from September 2008 to March 2009. He was also the CEO and CFO of Thistletown Capital Inc., a public company, from 2001 to 2002. He was formerly employed with Becher McMahon Capital Markets Inc. in 2007, Veris Health Services Inc. from 2005 to 2007, and Continua Capital Inc. from 2001 to 2004. Mr. Borsk was a senior manager at Deloitte & Touche LLP from 1993 to 2000.

Richard-Marc Lacasse - Director - Mr. Lacasse is a professor in Business Policy and Project Management at Universite du Quebec. He is also director of Ditem Inc. since 2001 and a director of Appalaches Resources Inc. since 2006.

Mark Hooper - Director and President - Mr. Hooper holds a bachelor's degree in theoretical physics from Concordia University and, since 2006, is the President and Secretary of DigiScreen Inc. He joined DigiScreen in 2003 as Vice-President, Technology. Mr. Hooper has been responsible for managing DigiScreen's technical and business activities since its inception. From 1998 to 2003, Mr. Hooper was Vice-President, Technology and Development of Pixel Systems, a continent-wide network of computer systems used for advertising campaign management, content distribution across satellite and broadband networks, and for multi-media presentation on large-format electronic displays. Mr. Hooper has a track record of 25 years of development of successful new products for high-tech companies in fields ranging from process sensors (pulp and paper), machine vision and human perception emulation (forensic ballistics), pattern recognition (security) to parallel processing for medical imaging and on-demand multimedia networks.

Simon Britt - Chief Financial Officer - Mr. Britt received a Bachelor of Commerce from Hautes Etudes Commerciales (University of Montreal) in 2000 and is a member of L'Ordre des comptables agrees du Quebec. Mr. Britt has served as the Chief Financial Officer (CFO) of Kinbauri Gold Corp. since January of 2007. He is a principal of Venture Corporate Outsourcing Services, which had attended to Kinbauri's financial reporting during 2006. From 2001 to early 2005, Mr. Britt practiced audit and corporate finance at Samson Belair, Deloite & Touche, mostly with public companies. He has been engaged as CFO for multiple junior mining companies.

Michel Lusignan - Secretary - Mr. Lusignan is a lawyer and member of the Quebec Bar since 1982. He has acted as Secretary of Graniz Mondal Inc. since July 2001 and as Secretary and Assistant Secretary of Campbell Resources Inc. since July 2001. He has been involved with numerous public mining companies since 1996. His experience includes securities, corporate, commercial, financing and intellectual property (software) law. He has been a specialist writer in laws and regulations for the Minister of Revenue of the Province of Quebec, and was a member of the Aon Group in the early 90's providing counsel to the actuarial, compensation, group insurance and pension plan sectors.

Business Development Bank of Canada - The Business Development Bank of Canada is Canada's business development bank. From 100 offices across the country, BDC promotes entrepreneurship by providing highly tailored financing, venture capital and consulting services to entrepreneurs. Visit www.bdc.ca for more information.

Prior to completing the Transaction, an additional director will be proposed to serve on the board of directors of Graniz upon completion of the Transaction.

Graniz intends to hold a shareholders' meeting to approve the Transaction, the change of board of directors and other matters relating to the Transaction.

Trading of Graniz Shares has been halted at Graniz's request while the parties pursue their discussions and will remain halted until the Transaction is completed.

Completion of the Transaction is subject to a number of conditions, including but not limited to TSX Venture Exchange acceptance and disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Graniz should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction.

Byron Securities Limited, subject to completion of satisfactory due diligence, has agreed to act as sponsor to Graniz in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

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, except as required by law.

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.

Contact Information

  • Graniz Mondal Inc.
    Richard-Marc Lacasse
    President
    (418) 564-8834