Not for Distribution to U.S. Newswire Services or for Dissemination in the United States
For Immediate Release September 21, 2010
Trading Symbol GBK - TSX -V
Goldbrook Announces Jien Canada Board Purports to Approve Share Issuances in Violation of Shareholder Agreement
Vancouver, British Columbia - Goldbrook Ventures Inc. ("Goldbrook", TSX-V: GBK) announces that at a meeting of the Directors of Jien Canada Mining Ltd. ("Jien Canada"), the nominees of Jilin Jien Nickel Industry Co., Ltd. ("JJ") have purported to approve an issuance of voting common shares of Jien Canada ("Voting Shares") to JJ that would reduce Goldbrook's percentage of Voting Shares from 25% to 4.21% and increase JJ's percentage of Voting Shares from 75% to 95.79%. Goldbrook has informed JJ that this share issuance is not permitted under the Shareholder, Joint Bid and Operating Agreement (the "Shareholder Agreement") between the parties that governs the operat ion of Jien Canada. Goldbrook has discussed this matter with its legal counsel and has informed JJ that any issuance of Voting Shares requires its approval under the Shareholder Agreement and that such issuance is also in contravention of other provisions of the Shareholder Agreement. Goldbrook intends to vigorously defend its rights under the Shareholder Agreement. Goldbrook intends to commence court and/or arbitration proceedings against JJ and others which may include, without limiting the forgoing, claims for breach of contract, oppression and bad faith. Although Goldbrook intends to defend its position vigorously there is no certainty it will be successful in this regard.
Goldbrook Ventures is engaged in the exploration and development of Nickel-Copper-Platinum Group Element sulphide deposits - a class of mineral deposit that, due to its polymetallic nature, has an 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 863,000 acres. Goldbrook is also a shareholder of Jien Canada Mining Ltd. (which successfully acquired Canadian Royalties Inc.), the owner of the nickel-copper-cobalt-platinum-palladium-gold deposits in the Raglan mining district which collectively form the Nunavik Nickel Project.
ON BEHALF OF THE BOARD:
(signed) "David Baker," Chairman and Director
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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 Goldbrook's plan for future exploration and development of its properties and the results of any legal proceedings against JJ.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, actu al 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 Goldbrook to advance development of its properties; 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 between 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 enc ountered 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.