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Not for Distribution to U.S. Newswire Services or for Dissemination in the United States
For Immediate Release January 31, 2012
Trading Symbol: GBK - TSX-V
NEWS RELEASE Jilin Jien Offer and Goldbrook Directors' Circular Recommending Tender to be Mailed February 3, 2012 Vancouver, British Columbia - Goldbrook Ventures Inc. ("Goldbrook" or the "Company") announced today that the Company and Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") have agreed to extend to February 3, 2012 the date by which Jilin Jien must, through a wholly-owned subsidiary, mail the Offer (as defined below) and the accompanying take-over bid circular (the "Take-Over Bid Circular") to Goldbrook securityholders. The extension will facilitate the concurrent mailing of the Offer, the Take-Over Bid Circular and the directors' circular of the Company (together, the "Circulars") recommending the bid to Goldbrook securityholders. The expiry time of the Offer will be 5:00 p.m. (Vancouver time) on March 12, 2012.The Circulars will also be filed on SEDAR on February 3, 2012.
As announced by the Company on January 20, 2012, Jilin Jien has agreed, subject to the terms and conditions of the Take-Over Bid Circular, 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, all of the outstanding common share purchase warrants to acquire Common Shares with an exercise price of C$0.25 (the "$0.25 Warrants") at a price of C$0.14 in cash per C$0.25 Warrant, and all of the outstanding common share purchase warrants to acquire Common Shares with an exercise price of $0.35 (the "$0.35 Warrants" and together with the $0.25 Warrants, the "Warrants") at a price of C$0.04 in cash per $0.35 Warrant (the "Offer"). The value of the transaction is approximately C$100 million on a fully-diluted basis.
The 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$0.222 on the TSX-V for the 20 trading days prior to the announcement of the Offer.
Recommendation from Board of Directors of the Company to TenderAfter receiving a recommendation from the Special Committee and after consulting its legal and financial advisors, the Board of Directors of the Company has determined that the Offer is fair and in the best interests of Goldbrook and its securityholders (other than Jilin Jien and its
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affiliates) and accordingly, unanimously recommends that Goldbrook securityholders tender their
Common Shares and Warrants to the Offer.
ON BEHALF OF THE BOARD:(signed) "David Baker," Chairman and Director
For further information, please call: (604) 683-8083
Website: www.goldbrookventures.com
We Seek Safe Harbor.
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 the Jilin Jien Offer, the interim
funding arrangements, litigation standstill agreement and
related transactions, Goldbrook's plan for future exploration
and development of its properties and the results of any
arbitration proceedings against Jilin Jien and others.
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 failure
to satisfy the conditions to the Jilin Jien Offer, 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 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.
Suite 1550 - 200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6
T: (604) 683-8083 F: (604) 683-8087 TF: 1-888-488-9884 www.goldbrookventures.com TSX.V:GBK
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