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Not for Distribution to U.S. Newswire Services or for
Dissemination in the United States
For Immediate
Release
June 20, 2008
Trading Symbol: GBK - TSX-V
NEWS RELEASE
Goldbrook Enters into Letter of Intent with Jilin Jien
Nickel
Vancouver, British Columbia - Goldbrook Ventures Inc.
("Goldbrook") today announced that it has entered into a letter
of intent (the "LOI") with Jilin Jien Nickel Industry Co., Ltd.
of Panshi, Jilin, China ("Jien") with respect to a joint
venture for the exploration and development of Goldbrook's Raglan
District Properties (the "Property") comprising some 891,000
acres in Northern Quebec. The LOI is subject to due diligence by
Jien which must be completed within 45 days, approval of the TSX Venture
Exchange, board approvals and the execution of definitive
documentation. Pursuant to the letter of intent:
- Jien may earn a 50%
interest in the Property by providing funding of $45 million over
three years for exploration on the property (plus any funds rebated
by the government for expenditures during the first two years), with
a minimum expenditure in the first year of $12.5 million, a minimum
of $15 million in the second year plus any rebates for expenditures
in the first year and a minimum expenditure in the third year of
$17.5 million plus any rebates for expenditures in the second year.
- Upon Jien acquiring a 50%
interest, any government rebate from exploration expenditures in the
third year will be applied to a fourth year work program and other
costs will be funded 50% by Jien and 50% by Goldbrook.
- Jien may earn an
additional 10% interest by funding and completing a pre-feasibility
study.
- Jien may earn an
additional 10% interest by funding and completing a bankable
feasibility study.
- Jien may earn an
additional 5% interest by providing Goldbrook its share of financing
for development on commercial terms (at Goldbrook's request) in
which case Goldbrook will repay its share of the debt from a portion
of the net cashflow from production.
Jien has advanced $5
million to Goldbrook as an advance on the first year's minimum
expenditure. If Goldbrook or Jien decide not to enter into
definitive documentation, Goldbrook will repay the $5 million advance
plus interest at LIBOR by no later than December 31, 2008.
Goldbrook will repay this amount from rebates from the Quebec government.
Jien is one
of China's largest producers of nickel, copper and cobalt sulphates, as
well as other nickel (Ni) products including Ni chloride, Ni fluoride, Ni
acetate, Ni hydroxide, Ni matte and electrolytic Ni. With
profitable operations spanning exploration, mining, smelting, refining,
and research, Jien brings extensive experience, technical expertise and
financial resources to the benefit of a joint-venture with
Goldbrook.
In signing
the LOI with Goldbrook, Mr. Wu, CFO of Jien, expressed, "We are
pleased at the prospects of becoming a joint-venture partner with the
excellent management team of Goldbrook and developing the largest land
package in the nickel-copper-PGMs region of Raglan in northern
Quebec. This region is known world-wide as one of the premier
locations for its mineral prospects and favourable mining jurisdiction
courtesy of the Quebec Government".
Goldbrook has
terminated discussions with Hunter Dickinson with respect to a possible
joint venture on the Property.
Goldbrook has retained PI Financial Corp. ("PI") as it
financial advisor in connection with the proposed transaction and, as
consideration for such services, has agreed, subject to regulatory
approval, to either issue 250,000 common shares of Goldbrook to PI or pay
$100,000 to PI. A finders' fee is also payable to a third party in
connection with the anticipated Joint Venture, in accordance with the
policies of the TSX Venture Exchange and subject to regulatory
approval.
ON BEHALF OF
THE BOARD
(signed) "David Baker," Chairman and CEO
For further
information please contact: (604) 683-8083.
Website: www.goldbrookventures.com
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities in the
United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
This press release
contains "forward-looking information" that is based on
Goldbrook's current expectations, estimates, forecasts and
projections. This forward-looking information includes, among other
things, statements with respect to Goldbrook's mineral discoveries,
plans, outlook and business strategy. The words "may",
"would", "could", "should",
"will", "likely", "expect," "anticipate,"
"intend", "estimate", "plan",
"forecast", "project" and "believe" or other
similar words and phrases are intended to identify forward-looking
information.
Forward-looking
information is subject to known and unknown risks, uncertainties and
other factors that may cause Goldbrook's actual results, level of
activity, performance or achievements to be materially different from
those expressed or implied by such forward-looking information.
Such factors include, but are not limited to: uncertainties related to
drilling results; the ability to raise sufficient capital to fund exploration;
changes in economic conditions or financial markets; changes in prices
for Goldbrook's mineral products or increases in input costs; 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.
This list is not
exhaustive of the factors that may affect our forward-looking
information. These and other factors should be considered carefully
and readers should not place undue reliance on such forward-looking
information. Goldbrook disclaims any intention or obligation to
update or revise forward-looking information, whether as a result of new
information, future events or otherwise.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THE CONTENT OF THIS PRESS RELEASE.
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