|NanoXplore set to go public with proposed reverse takeover -->|
Graniz Mondal to seek shareholder OK for RTO Aug. 11
2017-07-10 13:10 ET - News Release
Dr. Berthe Lambert reports
GRANIZ MONDAL INC. PROVIDES UPDATE ON PROPOSED TRANSACTION WITH GROUP NANOXPLORE INC.
Graniz Mondal Inc. has provided an update on the proposed three-cornered amalgamation with Group NanoXplore Inc. announced in the corporation's news release issued on June 8, 2017.
Graniz's proposed transaction will constitute a reverse takeover transaction under Policy 5.2, change of business and reverse takeovers, of the TSX Venture Exchange. Pursuant to the policies of the exchange, the corporation is required to issue a news release every 30 days following its initial news release to provide an update on the status of the proposed transaction. The initial news release was issued June 8, 2017.
Shareholders of the corporation will be asked to vote on a number of propositions in connection with the proposed transaction, as described herein, at the annual and special meeting of the shareholders to be held at the Hotel L'Oiseliere, 165-A Route du President-Kennedy, Levis, Que., G6V 6E2, on Friday, Aug. 11, 2017, at 10 a.m.
The corporation advises that it continues to focus on the regulatory and legal processes to complete the proposed transaction, which include obtaining the consent of the exchange as well as approval of the Graniz shareholders.
Stock option reissuance project
The corporation proposes, subject to the consolidation described herein being effected in the course of the proposed transaction, to cancel all options currently issued under its stock option plan and to issue 141,293 new options to directors and officers of the corporation exercisable at a price of 45 cents per common share (postconsolidation) in order to bring the price in line with the expected market pricing.
Of these new options, 53,335 will considered to be reissued options as they will be issued to the same directors with an exercise price lower than that of the original options.
The corporation received conditional approval from the exchange for the issuance of the new options, but the new options will not be exercisable until such time as the corporation has obtained disinterested shareholder approval. The cancellation and the issuance of new options are subject to the consolidation being effected but are independent form the completion of the proposed transaction.
Summary of the proposed transaction
The proposed transaction is an arm's-length reverse takeover of the corporation within the meaning of Policy 5.2 of the exchange and is subject to a number of conditions precedent, including a due diligence of NanoXplore, a private placement and the receipt of all requisite regulatory, corporate and shareholder approvals, including that of the exchange.
Pursuant to the proposed transaction, the corporation shall proceed to a 1:15 common share consolidation in order to reduce its outstanding shares to 1,412,939 and shall purchase all of the issued and outstanding common shares in the share capital of NanoXplore for a total consideration of $25,294,594 payable through the issuance of 56,210,252 common shares in the share capital of the corporation (after consolidation), at a deemed value of 45 cents per common share.
Furthermore, outstanding debts of the corporation, estimated at $340,000 shall be converted into 755,556 common shares in the share capital of the resulting issuer at a deemed value of 45 cents per common share (postconsolidation).
Advisory fees shall be payable to certain advisers of the corporation and NanoXplore, through the issuance of 115,556 common shares of the resulting issuer at a deemed price of 45 cents per common share and 466,667 options of the resulting issuer at an exercise price of 45 cents per common share.
Pursuant to the proposed transaction, the in-the-money existing options of NanoXplore will be converted into 749,848 common shares in the share capital of the resulting issuer, at a deemed value of 45 cents per common share and the out-the-money existing options of NanoXplore will be converted in 520,866 options of the resulting issuer at a an exercise price of 45 cents per common share.
Furthermore, the corporation shall return, subject to prior exchange acceptance and shareholder approval, the 75-per-cent option on the Mousseau West property to the owners and, accordingly, the outstanding debt and accrued interest relating to the property shall be deemed forgiven (approximately $210,000) without any other consideration to be paid.
About Graniz Mondal Inc.
Graniz Mondal holds interests in one mineral property located in Northern Quebec and an option on a graphite deposit in the region of Mont-Laurier.
Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and if applicable, 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 Mondal should be considered highly speculative.
Original NR from June 8th 2017: