News Release
Goldbrook and Canadian Royalties Complete Plan of Arrangement
VANCOUVER, BRITISH COLUMBIA -- 01/13/10 -- Goldbrook Ventures Inc. ("Goldbrook") (TSX VENTURE: GBK) announced today that Industry Canada has issued a Certificate of Arrangement to Canadian Royalties ("Canadian Royalties") in connection with the plan of arrangement (the "Arrangement") between the Company and Jien Canada Mining Ltd. ("Jien Canada"). Accordingly, the Arrangement between the parties is complete. Under the Arrangement, Jien Canada acquired all of the outstanding common shares (the "Shares") of the Company (being the Shares held by holders other than Jien Canada) in exchange for $0.80 per Share. As a result of the Arrangement, Jien Canada now owns 100% of the outstanding Shares of the Company. Goldbrook owns 25% of the voting shares of Jien Canada.
"The completion of the Canadian Royalties acquisition by Jien Canada is a major milestone for Goldbrook," said David Baker, Chief Executive Officer of Goldbrook. "Now that the acquisition is complete, we will be working closely with our partner Jilin Jien to advance the development of the Nunavik Nickel project".
As previously disclosed, the outstanding 7% Convertible Senior Unsecured Debentures Due March 31, 2015 of Canadian Royalties (the "Debentures") were delisted from the Toronto Stock Exchange ("TSX") on December 29, 2009. Canadian Royalties is now taking steps to delist its common shares from the TSX and to cease to be a reporting issuer (or equivalent thereof) in all applicable Canadian jurisdictions.
About Jien Canada Jien Canada was incorporated under the Federal laws of Canada on August 6, 2009. The voting shares of Jien Canada are owned by Jilin Jien Nickel Industry Co., Ltd. through Jien International Investment Ltd. and Goldbrook, as to 75% and 25%, respectively. Jien Canada has not carried on any business other than business incidental to making the offers to acquire Canadian Royalties. The head office and the registered and records office of Jien Canada is Suite 1550, 200 Burrard Street, Vancouver, B.C. V6C 3L6.
About Goldbrook Goldbrook Ventures is engaged in the exploration for Nickel-Copper-Platinum Group Element sulphide deposits - a class of mineral deposit that, due to its poly-metallic nature, has the advantage of protection against individual metal price cycles and has strong long term supply-demand fundamentals. Goldbrook's quest for discovery is focused in the Raglan District of Northern Quebec, a district that hosts Xstrata's Raglan operations, arguably one of the world's most profitable nickel-copper-PGE mines. Goldbrook is the District's single largest holder of mineral rights, with a 100% interest in 891,000 acres.
ON BEHALF OF THE GOLDBROOK BOARD:
David Baker, Chairman and CEO
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements made herein may contain forward-looking statements or information within the meaning of Canadian securities laws and the applicable securities laws of the United States. Such forward looking statements or information include, but are not limited to, statements or information with respect to Jien Canada's intention with respect to the Arrangement.
Forward-looking statements or information are based on a number of estimates and assumptions and are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking statements or information. Should one or more of these risks and uncertainties materialize, or should underlying estimates and assumptions prove incorrect, actual results may vary materially from those described in forward looking statements or information. Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the following: the ability of Jien Canada to advance development of the Nunavik Nickel project; price volatility of nickel and other metals; impact of any hedging activities, including margin limits and margin calls; discrepancies between actual and estimated production, between actual and estimated resources, and be tween actual and estimated metallurgical recoveries; mining operational risk; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; speculative nature of mineral exploration; defective title to mineral claims or property, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.
Neither 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.
Contacts: Goldbrook Ventures Inc. David Baker Chairman and CEO 604 683 8083 or Toll Free: 1 888 488 9884 604 683 8087 (FAX) info@goldbrookventures.com www.goldbrookventures.com
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