Goldbrook Ventures Inc

Published : January 20th, 2012

Executes Support Agreement with Jilin Jien for Friendly $0.39 Share All Cash Offer

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Keywords :   Canada | China | K Street | Nickel |
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Dear Eric,

January 20, 2012


Not for Distribution to U.S.Newswire Services or forDissemination in theUnitedStates

For Immediate Release                                                                                                January 20, 2012
Trading Symbol: GBK � TSX-V


GoldbrookExecutesSupport Agreement with Jilin Jien for Friendly $0.39 per Share All Cash Offer 


Vancouver,BritishColumbiaGoldbrookVenturesInc.(�Goldbrook�orthe�Company�) announcedtoday that it has entered into a support agreement (the �Support Agreement�) with Jilin Jien Nickel Industry Co., Ltd. (�Jilin Jien�) pursuant to which Jilin Jien has agreed to make an offer, through a wholly-owned subsidiary, to acquire all of the outstanding common shares of the Company (the �Common Shares�) for C$0.39 per Common Share and all of the outstanding common share purchase warrants for C$0.04 in cash for each common share purchase warrant that has an exercise price of $0.35 per Common Share (the �$0.35 Warrants�) and C$0.14 in cash for each common share purchase warrant that has an exercise price of $0.25 per Common Share (the �$0.25 Warrants� and together with the $0.35 Warrants, the �Warrants�) (the �Jilin Jien Offer�). The value of the Jilin Jien Offer is approximately C$100 million on a fully-diluted basis.
The Jilin Jien Offer represents a premium of approximately 59% to Goldbrook�s closing share price of C$0.245 on the TSX Venture Exchange (�TSX-V�) on January 19, 2012 and a premium of approximately 69% to Goldbrook�s volume weighted average price of C$.222 on the TSX-V for the 20 trading days prior to the announcement of the Jilin Jien Offer.
�Jilin Jien is making an attractive offer to Goldbrook shareholders and warrantholders,� said David Baker, Goldbrook�s Chairman. �Following a thorough review of alternatives to maximize securityholder value, and in consultation with the Company�s legal and financial advisors, the Board of Directors unanimously recommends that Goldbrook securityholders tender their Common Shares and Warrants to the Jilin Jien Offer.�
Raymond James Ltd., financial advisor to the special committee (the �Special Committee�) of independent directors of the Company, has provided a verbalopinion to the Special Committee and the Company�s Board of Directors, that the consideration to be received by Goldbrook shareholders under the Jilin Jien Offer is fair, from a financial point of view, to Goldbrook�s shareholders.
Goldbrook�s Board of Directors, after receiving the recommendation of its Special Committee and, in consultation with its financial and legal advisors, has unanimously determined that the Jilin Jien Offer is in the best interests of the Company and its shareholders and warrantholders and unanimously recommends that Goldbrook�s shareholders and warrantholders tender their Common Shares and Warrants to the Jilin Jien Offer.
The directors and officers of Goldbrook have entered into lock-up agreements with Jilin Jien and have agreed to tender all of their Common Shares and Warrants to the Jilin Jien Offer. There are approximately 16.5 million Common Shares and Warrants subject to lock-up agreements with Jilin Jien, representing approximately 6 % of the outstanding Common Shares and Warrants on a fully-diluted basis.
The Support Agreement provides that the Goldbrook Board of Directors may under certain circumstances terminate the Support Agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of C$3 million and subject to Jilin Jien�s right to match such superior proposal.
Full details of the Jilin Jien Offer will be included in a takeover bid circular that is expected to be mailed to Goldbook securityholders on January 31, 2012.  The Jilin Jien Offer will be open for a period of not less than 35 days from the date of mailing of the take-over bid circular and will be subject to certain customary conditions, including there having been validly deposited and not withdrawn at the expiry time of the Jilin Jien Offer that number of Common Shares which, together with any Common Shares beneficially owned or over which control or direction is exercised by Jilin Jien and its subsidiaries or any of their associates or affiliates (the �Jilin Jien Group�), constitutes at least 50% of the issued and outstanding Goldbrook Common Shares on a fully diluted basis plus one Goldbrook Common Share, and receipt of all required regulatory approvals, including approvals required from applicable governmental authorities in the People�s Republic of China. The Jilin Jien Group holds 10,000,000 Goldbrook Common Shares, representing approximately 3.5% of the outstanding Common Shares on a fully-diluted basis.
Goldbrook�s financial advisor is Raymond James Ltd. and legal counsel is Blakes, Cassels & Graydon LLP. Legal counsel to the Goldbrook Special Committee is McCarthy T�trault LLP.  Legal counsel to Jilin Jien is Gowling Lafleur Henderson LLP.
Jilin Jien has also agreed to lend C$2 million to Goldbrook as interim funding, pursuant to an unsecured non-interest bearing promissory note with a maturity date of December 31, 2012.
Jilin Jien, Goldbrook, Jien Canada Mining Ltd. (�JCML�), Jilin International Investment Ltd., Canadian Royalties Inc. and certain other parties have also entered into a litigation standstill agreement, whereby all parties have, subject to the completion of the Jilin Jien Offer or termination of the Support Agreement, agreed to take no further steps in the litigation and arbitration proceedings between them. 
In connection with the transactions described herein, Goldbrook�s two nominees on the JCML board of directors, David Baker and Brian Grant, have resigned from the JCML board of directors effective as of January 19, 2012.
Certainofthestatementsmadehereinmaycontainforward-lookingstatementsorinformationwithinthemeaningof CanadiansecuritieslawsandtheapplicablesecuritieslawsoftheUnitedStates.Suchforwardlookingstatements orinformationinclude,butarenotlimitedto,statementsorinformationwithrespectto the Jilin Jien Offer, the interim funding arrangements, litigation standstill agreement and related transactions,Goldbrook�splanforfuture explorationanddevelopment ofitspropertiesandtheresultsofanyarbitrationproceedingsagainstJilinJienand others.
Forward-lookingstatementsorinformationarebasedonanumberofestimatesandassumptionsandaresubjectto avarietyofrisksanduncertainties, whichcouldcauseactualeventsorresultstodifferfromthosereflectedinthe forward-lookingstatementsorinformation.Shouldoneormoreoftheserisksanduncertaintiesmaterialize,or shouldunderlyingestimatesandassumptions proveincorrect,actualresultsmayvarymateriallyfromthose describedinforwardlookingstatementsorinformation.Factorsrelatedtosuchrisksanduncertainties, and underlyingestimatesandassumptionsinclude,amongothers,thefollowing: the failure to satisfy the conditions to the Jilin Jien Offer,theabilityofGoldbrooktoadvance developmentofitsproperties; pricevolatilityofnickel andothermetals; impact ofanyhedgingactivities,including marginlimitsandmargincalls;discrepancies betweenactualandestimatedproduction,betweenactualand estimated  resources,  and  between  actual  and  estimated  metallurgical  recoveries;  mining  operational  risk; regulatoryrestrictions,includingenvironmentalregulatoryrestrictions andliability;risksofsovereigninvestment; speculativenatureofmineralexploration; defectivetitletomineralclaimsorproperty,litigation,legislative, environmental andotherjudicial,regulatory,politicalandcompetitivedevelopments;technologicaloroperational difficultiesorinabilitytoobtainpermitsencounteredinconnectionwithexplorationactivities;andlabour relations matters.Accordingly,unduerelianceshouldnotbeplacedon forwardlookingstatementsorinformation.Wedo not expecttoupdateforward-lookingstatementsorinformationcontinuallyasconditionschange,exceptasmaybe requiredbylaw.

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Goldbrook Ventures Inc

ISIN : CA38076R1091
CUSIP : 38076R 10 9
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Goldbrook Ventures is a gold exploration company based in Canada.

Goldbrook Ventures holds various exploration projects in Canada.

Its main exploration properties are NUVILIK, RAGLAN / BELANGER, SYLVIE, UNGAVA, SCOTT and MASUPARIA PROJECT in Canada.

Goldbrook Ventures is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 80.8 millions as of today (US$ 78.8 millions, € 62.9 millions).

Its stock quote reached its highest recent level on December 31, 2003 at CA$ 0.80, and its lowest recent point on December 24, 2008 at CA$ 0.04.

Goldbrook Ventures has 230 989 000 shares outstanding.

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Corporate Presentations of Goldbrook Ventures Inc
11/21/2009Goldbrook positioned for nickel production in Quebec
4/7/2008Research note
Annual reports of Goldbrook Ventures Inc
2008 Annual Report
Financings of Goldbrook Ventures Inc
10/12/2011Announces Non Brokered Private Placement
Nominations of Goldbrook Ventures Inc
3/28/2011Announces Executive Appointment
4/30/2010Appoints New CEO and Director
Project news of Goldbrook Ventures Inc
8/19/2011(Nunavik)Nunavik Nickel Project Update
7/21/2011(Nunavik)Entitled to 25% Interest in Nunavik Nickel Project
7/13/2010(Raglan / Belanger)Commences 2010 Drill Program on Raglan Project
6/24/2010(Raglan / Belanger)Raglan Project Mobilizes Summer Field Crews
4/14/2010(Nunavik)Receives NI 43-101 on Nunavik Nickel Project
11/12/2009(Raglan / Belanger)2009 Drilling Enhances Mystery Ni-Cu-PGE Sulphides
10/6/2009(Raglan / Belanger)Discovers Deep Extension to Ni-Cu-PGE Sulphides at TIMTU
6/30/2009(Raglan / Belanger)Announces Start of Raglan Drilling Program 2009
5/26/2009(Raglan / Belanger)Exploration Update
11/7/2008Intersects 76.3 metres .91% Ni, 1.11% Cu 2.94 g/t PGE + AU
9/3/2008(Raglan / Belanger)Discovers Ni-Cu-PGE Sulphide Zone at Mystery
5/9/2008(Raglan / Belanger)Announces Multiple Intersections at Getty
5/1/2008(Raglan / Belanger) Announces 6.05 Metres 2.72% Nickel at Sylvie
6/3/2005(Raglan / Belanger)Anglo American form Raglan joint venture
Corporate news of Goldbrook Ventures Inc
1/31/2012JJ Offer and GBK Directors' Circular Recommending Tender to ...
1/20/2012Executes Support Agreement with Jilin Jien for Friendly $0.3...
12/22/2011Announces Arbitration Award
12/20/2011Announces Results of 2011 Shareholders Meeting
12/19/2011(Nunavik)Noel Nunavik Nickel
11/30/2011Jilin Jien Requests Consent to Make an Offer
9/22/2011Arbitration Update
7/26/2011Clarifies Arbitration Award
4/19/2011Files Petition in the Supreme Court of British Columbia
3/31/2011Announces Notice of Arbitration
8/13/2010from Michael A Berry Morning Notes
7/8/2010Receives Additional 2010 Exploration Funding
6/29/2010(Nunavik)LOI with SNC Lavalin for Nunavik Nickel Project
6/2/20102010 Exploration Update
6/1/2010Are You The Winner ?
3/26/2010Participates in Hong Kong Conference
3/24/2010Receives Additional Funding For 2010 Exploration Program
3/3/2010Receives Initial Funding for 2010 Exploration
1/21/2010Chairman's Update
1/15/2010Confirms Delisting of Canadian Royalties
1/13/2010and Canadian Royalties Complete Plan of Arrangement
1/5/2010/Jien Offer Approved By Canadian Royalties Shareholders
11/23/2009Special Report on Goldbrook Ventures Inc.
11/12/2009Jien Canada Takes Up Shares & Debentures of Canadian Royalti...
10/29/2009Expands Pad Zone
10/28/2009Jien Canada Reports Tender Results
10/16/2009Jien Canada And Canadian Royalties Sign Agreement
9/21/2009Expands Mystery Ni-Cu-PGE Sulphide Zone
9/10/2009Drills 95.4 m of .78% Ni - Discovers New Zone
8/27/2009Offer Represents Full and Fair Value
8/10/2009Jilin Jien and Goldbrook Formally Commence All- Cash Bid for...
6/26/2009Northern Miner Article
6/17/2009Announces Camp Mobilization
2/11/2009Receives Initial Funding for 2009 Exploration
11/26/2008Receives Quebec Refund
11/26/2008and Jilin Jien Nickel Hold Signing Ceremony in Beijing
11/26/2008Re-Elects Directors
11/3/2008Mystery Zone Additional Results
9/15/2008Expands Ni-Cu-PGE Sulphide Zone at Mystery
8/29/2008Signs Agreement with Jilin Jien Nickel
8/25/2008looks to China for partnership
8/22/2008Extends Letter of Intent with Jilin Jien Nickel
8/7/2008Extends LOI with Jilin Jien Nickel
7/18/20082008 Exploration Program at Raglan Underway
6/20/2008Enters LOI with Jilin Jien Nickel
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