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TSXV:ORR TSX Venture Common Stock
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Graniz Mondal Inc. Announces Reactivation Transaction

18/07/2008 10:35pm

Marketwired Canada


Graniz Mondal Inc. ("Graniz" or the "Corporation") (NEX:GRA.H) today announced
details concerning its proposed reverse takeover reactivation transaction
involving the purchase of all of the issued and outstanding securities of Offset
Energy Corporation ("Offset"). Offset is a private company that was formed to
participate in oil and gas exploration and development offshore in the Gulf of
Mexico.


Graniz entered into a letter agreement with Offset and the shareholders of
Offset dated July 4, 2008 (the "Letter Agreement") to acquire all of the issued
and outstanding securities of Offset in exchange for the issuance of 16,320,000
common shares in the capital of Graniz (the "Graniz Common Shares") with a
deemed value of $0.30 per share, and 3,680,000 founders warrants of Graniz (the
"Replacement Founders Warrants"), each entitling the holder to purchase one
Graniz Common Share at a price of $0.05 per share for a period of two years (the
"Acquisition"). The Acquisition, when completed, will constitute the
Reactivation Transaction of the Corporation pursuant to Policy 2.6 of TSX
Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual. The
Acquisition will also be a "reverse takeover" pursuant to Policy 5.2 of TSX
Venture.


The Acquisition is subject to the policies of TSX Venture relating to
reactivation transactions of NEX companies, as well as shareholder approval of
Graniz. Upon completion of the Acquisition, Graniz will be a company focused on
oil and gas exploration.


About Offset and the Offset Properties

Pursuant to the terms of a participation agreement dated September 18, 2006
between Lion Energy Limited LLC ("Lion"), a wholly owned indirect subsidiary of
Offset, and Ridgelake Energy Inc. (the "Participation Agreement"), Lion acquired
the right to earn an undivided thirty percent (30%) interest as indicated below
in each of the oil and gas leases described below ("Lease" or "Leases") covering
certain blocks in the Outer Continental Shelf Area of the Gulf of Mexico
(collectively, the "OCS Blocks"), subject to and in accordance with the terms of
such Participation Agreement:




----------------------------------------------------------------------------
OCS Lease No.                OCS Area Name/Block                   Interest
----------------------------------------------------------------------------
OCS-G 26190    Viosca Knoll Block 79 ("VK 79")                           30%
----------------------------------------------------------------------------
OCS-G 26560    High Island Area, East Addition, South Extension,
               Block A 307 ("HI A-307")                                  30%
----------------------------------------------------------------------------
OCS-G 27078    Vermilion Area, South Addition Block 317 ("VM 317")       30%
----------------------------------------------------------------------------
OCS-G 27089    South Marsh Island, South Addition Block 138
              ("SMI 138")                                                30%
----------------------------------------------------------------------------
OCS-G 27091    South Marsh Island, South Addition Block 152
              ("SMI 152")                                                30%
----------------------------------------------------------------------------

(collectively the above are referred to as the "Offset Properties").



The Participation Agreement pertains to all five of the OCS Blocks with the
general terms summarized as follows:


(a) Lion is required to pay 40% of the cost of the Earning Program for each OCS
Block, principally the first exploration well in each Block;


(b) Lion's earned interest is subject to its share of Federal Royalty (16.667%)
and an Overriding Royalty further detailed below;


(c) Lion has the right to participate and earn in on a lease by lease basis;

(d) Lion has the right to choose to participate in any or all leases; and

(e) If Lion declines to participate in a lease it forfeits its right to earn an
interest in that lease.


When Offset acquired Lion from Lion Energy Limited USA, Inc. (the "Seller"),
Offset committed to pay the Seller in the form of a "Production Payment" the
following amounts:




                                 Sunk Costs       Interest
OCS Lease No.      Block               (US$)          (US$)      Total (US$)
----------------------------------------------------------------------------
OCS-G 26190        VK 79       $    169,310     $   14,037     $    183,347
OCS-G 26560        HI A-307    $    173,641     $   14,240     $    187,882
OCS-G 27078        VM 317      $    340,689     $   30,092     $    370,782
OCS-G 27089        SMI 138     $    721,935     $   62,259     $    784,194
OCS-G 27091        SMI 152     $    588,735     $   51,777     $    640,512
                              --------------                  --------------
                               $  1,994,310                    $  2,166,717



The Production Payment on each individual OCS Block is only payable out of fifty
percent (50%) of the net production revenue from the particular OCS Block. If no
economically recoverable oil or gas is discovered, no Production Payments are
due.


The Offset Properties consist of the five OCS Blocks, which are individually
subject to industry standard joint venture operating agreements. The following
describes the royalty obligations on the OCS Blocks.


OCS-G 27089. Block 138, South Marsh Island Area, South Addition

OCS-G 27091. Block 152, South Marsh Island Area, South Addition

OCS-G 27078. Block 317, Vermilion Area, South Addition

There are 5,000 acre, 2,500 acre and 5,000 acre leases, respectively, awarded
for a term of five (5) years expiring between May and June 2010. The overriding
royalty ("ORR") obligations are a total of 20%, therefore the net revenue
interest ("NRI") is 80%. ORR are payable to the United States Federal Government
(16.667%) and to Beacon Exploration and Production Company (3.333%).


OCS-G 26560. Block A307, High Island Area, East Addition, South Extension

This is a 5,760 acre lease awarded October 1, 2004 for a term of five years. The
ORR obligations aggregate 20.667%, resulting in an NRI of 79.333%. ORR are
payable to the United States Federal Government (16.667%) and to Focus
Exploration L.L.C. (4%).


OCS-G 26190. Block 79, Viosca Knoll Area

This is a 5,760 acre lease awarded June 1, 2004 for a term of five years. The
ORR obligations aggregate 20.667%, resulting in an NRI of 79.333%. ORR are
payable to the United States Federal Government (16.667%) and to Focus
Exploration L.L.C. (4%).


Management of Offset is of the opinion the Gulf of Mexico is a proven production
area for oil and gas exploration and production. With the international oil and
gas companies pursuing deep-water and larger plays in the Gulf of Mexico, the
shelf areas of the Gulf of Mexico are emerging as an area for small players like
Offset. The exploration targets are defined by 3D-seismic they have offset
production and multiple (depth) target reservoirs. Low cost and early
development into established infrastructure is one of the major criteria Offset
has used to select participation in the exploration and exploitation of these
five Federal leases totaling some 24,000 acres. Offset intends to continue to
expand its exploration portfolio and may acquire existing production.


In recent developments the Participation Agreement was amended by the assignment
of a forty percent (40%) working interest in the South Marsh Island 138 Block to
Offset. In addition, it is expected that Offset will only participate to half
its entitled right in South Marsh Island 152 Block and will pay twenty percent
(20%) of the cost to earn a fifteen percent (15%) working interest.


Proposed Work Program on the Offset Properties

Over the next 12 months Offset intends to complete the following work program on
the Offset Properties:




----------------------------------------------------------------------------
Nature Expense                                    Budget    Net to Offset(1)
----------------------------------------------------------------------------
Platform Modifications at SMI 152           $    500,000 $          100,000
----------------------------------------------------------------------------
Rig Payment at SMI 152                      $    500,000 $          100,000
----------------------------------------------------------------------------
Drill Well at SMI 152                       $ 12,000,000 $        2,400,000
----------------------------------------------------------------------------
Lease Rental at SMI 138                     $     25,000 $           12,500
----------------------------------------------------------------------------
Drill well at SMI 138                       $  6,000,000 $        2,400,000
----------------------------------------------------------------------------
Drill well at VK 79                         $  2,500,000 $        1,000,000
----------------------------------------------------------------------------

Note: (1) Offset intends to spend its available funds as set forth above,
          as well as for general working capital purposes. However, there
          may be circumstances where, for sound business reasons, a 
          reallocation of its available funds may be necessary. The actual
          amount that Offset spends in connection with each of the matters 
          described above may vary significantly from the amounts specified
          above, and will depend on a number of factors.



Financial Information of Offset

Based on audited financial statements of Offset for the period from February 2,
2008 (date of incorporation) to May 31, 2008, Offset had operating expenses and
incurred a net loss of $118,099. In addition, as at May 31, 2008 Offset had
current assets of $600,201, petroleum and natural gas assets of $64,616, total
assets of $681,203, total liabilities of $44,481 and shareholders' equity of
$636,722.


TSX Venture Exchange Geological Report Regarding the Offset Properties

Offset engaged Ryder Scott Petroleum Consultants ("Ryder Scott"), an
international independent engineering firm, to prepare a TSX Venture compliant
geological report which is dated July 8, 2008 and effective May 1, 2008 (the
"Ryder Scott Report"). Ryder Scott reviewed the geological, geophysical and
engineering data acquired from the five OCS Blocks comprising the Offset
Properties, as well as adjacent areas, as provided by Offset. Ryder Scott also
reviewed certain interpretations of this data made by various consultants
employed by Offset and/or Ridgelake. Ryder Scott found the interpretations of
the consultants in general to be reasonable and relied on these interpretations
in forming the judgments presented in the Ryder Scott Report.


In Ryder Scott's opinion, Offset's proposed work program is a reasonable and
prudent exploration program, consistent with normal oil and gas industry
practice, and the budget is a reasonable estimate of the cost to undertake the
proposed work program.


Offset Corporate History and Structure

Offset was incorporated under the Business Corporations Act (British Columbia)
on February 2, 2008. The registered and records office of Offset is located at
Suite 1810, 1111 West Georgia Street, Vancouver, British Columbia V6E 4M3 and
its head office, is located at Suite 305, 369 Terminal Avenue, Vancouver,
British Columbia V6A 4C4.


Offset has 16,320,000 common shares (the "Offset Common Shares") issued and
outstanding which are held by 11 shareholders and no stock options, warrants or
other dilution as of the date hereof, other than 3,680,000 founders warrants
exercisable at $0.05 per share (the "Offset Founders Warrants") and 400,000
agent's warrants of Offset, exercisable at $0.125 per share until April 10, 2010
(the "Offset Agent's Warrants").


The largest shareholders of Offset are Peter G. Wilson and Frank Jacobs, both of
Vancouver, British Columbia who each own 13.2% of the outstanding Offset Common
Shares and 50% of the Offset Founders Warrants.


The Offset Properties are owned by Lion Energy Limited LLC, a limited liability
company incorporated in Delaware, now renamed "Offset Leo LLC", which in turn is
a wholly-owned subsidiary of "Offset America, Inc" (formerly Sterling Grant
Capital, Ltd.), which was incorporated under the laws of Wyoming. Offset
America, Inc. is a wholly-owned subsidiary of Offset.


Summary of the Proposed Reactivation Transaction

Graniz has entered into the arm's length Letter Agreement, pursuant to which the
Corporation has agreed to acquire all of the issued and Offset Common Shares, as
well as the Offset Founders Warrants and the Offset Agent's Warrants, in
exchange for 16,320,000 Graniz Common Shares, 3,680,000 Replacement Founders
Warrants and 400,000 replacement warrants of Graniz with the same terms and
conditions as the Offset Agent's Warrants.


The Acquisition will be completed after Offset has completed a private placement
to raise gross proceeds of up to $6,000,000 (the "Offset Private Placement").
The Offset Private Placement will consist of up to 20,000,000 units of Offset
(the "Units") at a price of $0.30 per Unit. Each Unit will consist of one Offset
Common Share and one share purchase warrant (the "Offset Warrants"), each
entitling the holder to acquire one Offset Common Share at a price of $0.45 per
share for a period of 18 months. Offset has engaged Becher McMahon Capital
Markets Inc., to act as agent (the "Agents") of Offset on a "commercially
reasonable efforts" basis for the Offset Private Placement and in connection
therewith will pay a cash commission of 8%. The Agents will also be granted
agent's options (the "Offset Agent's Options") to purchase 10% of the number of
Units sold under the Offset Private Placement, with each Offset Agent's Option
entitling the holder to purchase one Unit at a price of $0.30 per Unit for a
period of 18 months from the closing of the Offset Private Placement.


The proceeds of the Offset Private Placement will be used by Offset to pay for
oil and gas exploration, including the earning program on the OSC Blocks as
defined in the Participation Agreement, as well as for general working capital
purposes.


Pursuant to the Letter Agreement, Graniz has also agreed to acquire all of the
securities of Offset issued in connection with the Offset Private Placement in
exchange for the same number of replacement securities of Graniz with the same
terms and conditions.


After completion of the Acquisition, the Board of Directors of Graniz will
consist of five directors, including four nominees of Offset, namely Peter G.
Wilson, Frank Jacobs and two independent directors pursuant to applicable
securities legislation, as well as one nominee of Graniz, Richard-Marc Lacasse,
provided the TSX Venture does not object to such nominations and such persons
are eligible to act as directors pursuant to the requirements of the Business
Corporations Act (Alberta). After the closing of the Acquisition, the officers
of Graniz will be appointed by the Board of Directors of Graniz and will include
Frank Jacobs as Chief Executive Officer, Peter G. Wilson as President, and
Gregory G. Borsk will continue as Chief Financial Officer.


Peter G. Wilson is a corporate executive with 15 years of experience in raising
capital for public companies in the mining and energy sectors. Currently, he is
the President and a Director of Hana Mining Ltd., a public copper-silver
exploration company listed on TSX Venture and operating in Africa, and has been
since April 2007. He co-founded Azure Resources Corp. (now Pencari Mining) in
2003 was Vice-President of Azure Resources Corp. from August 2002 until July
2005. He served as an officer of International PetroReal Oil Corp. (a public
company listed on the Toronto Stock Exchange) from December 1998 to February
2005 and he was the President of Sun Oil and Gas Corp. (a public company listed
on the OTC Bulletin Board) from January 2005 to October 2005). Prior to these
involvements, Mr. Wilson served as Vice-President of Samoth Equity Corporation
(now Sterling Center Corp.), a $150 million merchant banker involved in real
estate lending throughout the southwestern United States and Canada, from 1994
to 1999.


Frank Jacobs has worked in the oil industry for 30 years. He has specialized in
building upstream companies through the acquisition of oil and gas properties.
Mr. Jacobs holds a Bachelor of Science degree in Chemical Engineering from the
Higher Technical College in Breda, The Netherlands (1976) and a Master of
Science degree in Petroleum Engineering from the University of Calgary (1978).
Mr. Jacobs is currently the Chief Executive Officer of Offset and he is also a
non-executive director of Velocity Oil & Gas, Inc., a public company listed on
the OTC Bulletin Board, as well as Fibre-Crown Manufacturing Inc., a public
company listed on the NEX board of TSX Venture. Prior to his current executive
directorships, Mr. Jacobs was acting as an advisor and consultant to a number of
companies and ventures in Canada, the United States and Southeast Asia. From
January 2003 to June 2004, Mr. Jacobs was employed by Loumic Exploration Inc., a
public company listed on TSX Venture. From August 2003 to April 2005, he was an
advisor, a director and employee of International PetroReal Oil Corporation.
From January 2005 to June 2007, Mr. Jacobs was a director and advisor to Texhoma
Energy, Inc.


Richard-Marc Lacasse (PhD), is the President of Graniz and a full-time professor
in Business Policy and Project Management at the University of Quebec. Dr
Lacasse is currently a director and member of the executive committee of Onco
Petroleum, a public oil and gas company listed on CNQ. Vice-President and
director of Ditem Exploration Inc., a public company listed on TSX Venture and a
director of Appalaches Resources Inc., a public company listed on TSX Venture.
Professor Lacasse was the former Chairman and Chief Executive Officer of Plexmar
Resources, a mining company in Peru and Ecuador that was listed on TSX Venture.


Gregory G. Borsk is a chartered accountant and the co-founder of Pine Point
Capital Advisors Inc. since January 2008, a firm specializing in M&A, capital
raising, corporate restructurings, and financial due diligence, analysis and
reporting. He has been the CCO of Veris Health Sciences Inc. since 2004 and as
Chief Financial Officer of Continua Capital Inc. since 2001. He was formerly
employed with Becher McMahon Capital Markets Inc. from April 2007 to January
2008. Mr. Borsk was the CEO and CFO of Thistletown Capital Inc. from 2001 to
2002, a reporting issuer. Mr. Borsk was a senior manager at Deloitte & Touche
LLP from 1993 to 2000.


Graniz has agreed to change its name to "Offset Energy Corporation", or such
other name reflecting the nature of its business and as mutually agreed by the
parties hereto (the "Change of Name"), subject to shareholder and regulatory
approval of such change of name. Graniz has also agreed to continue out of the
laws of Alberta into the federal laws of Canada (the "Graniz Continuance"),
subject to shareholder and regulatory approval. Offset has agreed to continue
out of the laws of British Columbia into the federal laws of Canada (the "Offset
Continuance"), subject to shareholder and regulatory approval.


The completion of the Acquisition is subject to the approval of TSX Venture and
all other necessary regulatory approval. The completion of the Acquisition is
also subject to additional conditions precedent, including shareholder approval
of the Corporation, satisfactory completion by due diligence reviews by the
parties, board of directors approval of the Corporation and Offset, the entering
into of a formal agreement, the entering into of employment agreements and
non-competition agreements with certain senior officers of Offset, completion of
the Change of Name, completion of the Graniz Continuance and Offset Continuance,
as well as certain other usual conditions.


The Acquisition will be an arm's length transaction as the directors, officers
and insiders of Graniz do not own any shares of Offset.


Graniz announces it has reserved a price of $0.30 per share for the grant of
stock options to acquire up to 10% of the number of issued and outstanding
Graniz Common Shares (the "Stock Options") in the event the Acquisition and the
Offset Private Placement are completed. The grant of the Stock Options is
subject to regulatory approval. The Stock Options will be granted to directors,
officers, employees and consultants of Graniz on the closing of the Acquisition,
as determined by the Board of Directors of Graniz.


Trading of the Common Shares will not resume until TSX Venture has reviewed the
Ryder Scott Report regarding the Offset Properties and all other documents
required by TSX Venture have been filed. Graniz will issue a further news
release when TSX Venture has received the necessary documentation and trading of
the Common Shares is to resume.


This news release has been reviewed and approved by Ryder Scott.

As indicated above, completion of the Acquisition is subject to a number of
conditions, including but not limited to, TSX Venture acceptance and shareholder
approval. The Acquisition cannot close until the required shareholder approval
is obtained. There can be no assurance that the Acquisition will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the Information Circular of
the Corporation to be prepared in connection with the Acquisition, any
information released or received with respect to the Acquisition may not be
accurate or complete and should not be relied upon. Trading in the securities of
the Corporation should be considered highly speculative.


Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Neither Offset nor Graniz will update these
forward-looking statements to reflect events or circumstances after the date
hereof. More detailed information about potential factors that could affect
financial results is included in the documents filed from time to time with the
Canadian securities regulatory authorities by Graniz and Offset.


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