Changes to Goldbrook Board of Directors - Goldbrook Appoints New Chief Executive Officer and President
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
Trading Symbol: GBK - TSX-V
VANCOUVER, March 15, 2012 /CNW/ - Goldbrook Ventures Inc. ('Goldbrook') today announced that, following the satisfaction or waiver of all conditions to the offer by 0931017 B.C. Ltd., a wholly-owned indirect subsidiary of Jilin Jien Nickel Industry Co., Ltd. ('Jilin Jien'), to acquire all of the common shares (the 'Shares') and common share purchase warrants (the 'Warrants') of Goldbrook dated January 30, 2012 (the 'Offer'), the below changes have been made to the Goldbrook Board of Directors (the 'Board') effective immediately.
Martin Auyeung, David Baker, Edward T. Gardner, Donald Brian Grant, William R. LeClair and J. Earl Terris have resigned from the Board and Wu Shu, Zhang Shu, Li Tao, Cheng Cheung Fuk and John Pinsent have been appointed to the Board. These appointments remain subject to regulatory approval.
Goldbrook has also announced the resignations of David Baker as Chairman of the Board, Edward T. Gardner as Chief Executive Officer, Vivian Gu as Chief Financial Officer and Corporate Secretary, Alan Gorman as Executive Vice President of Operations and Donald Brian Grant as Chief Operating Officer and the appointments of Wu Shu as Chief Executive Officer, Zhang Shu as President and Chief Operating Officer, James Xiang as Chief Financial Officer and Michael Boehm as Corporate Secretary. These appointments remain subject to regulatory approval.
The Offeror has paid for the Shares and Warrants tendered up to March 12, 2012 to the Offer of Cdn.$0.39 per Share, Cdn.$0.14 per Warrant with an exercise price of Cdn.$0.25 per Share and Cdn.$0.04 per Warrant with an exercise price of Cdn.$0.35 per Share. The Offeror, together with its affiliates, now collectively own 93.27% of the outstanding Shares (including the 10,000,000 Shares (approximately 4.32%) held by an affiliate of the Offeror prior to the date of the Offer and 9,114,500 Shares (approximately 3.94%) purchased by an affiliate of the Offeror in the market during the course of the Offer), and approximately 90.55% of the outstanding Warrants.
The Offer was extended for a further 10 days and remains open for acceptance until 8:00 p.m. (Toronto time) on March 22, 2012 (the 'Expiry Time') to allow Goldbrook securityholders who have not yet tendered their Shares and Warrants to do so. Shares and Warrants tendered to the Offer will be promptly taken-up and paid for any time within 10 days of deposit, including prior to the Expiry Time. Payment for such taken-up Shares and Warrants will be made to the depositary, Kingsdale Shareholder Services Inc. ('Kingsdale'), within three business days of the take-up. Securityholders are encouraged to tender their remaining Shares and Warrants to the Offer as soon as possible and in any event prior to the Expiry Time to receive prompt payment.
Excluding Shares held by an affiliate of the Offeror prior to the commencement of the Offer, the Offeror and its affiliates now own 205,464,553 Shares representing approximately 88.94% of the issued and outstanding Shares. Should the Offer be accepted by holders of more than 90% of the Shares, excluding Shares held by the Offeror and its affiliates and associates at the date of the Offer, the Offeror has agreed to acquire all of the remaining Shares by compulsory acquisition under the provisions of the Business Corporations Act (British Columbia).
The depositary and information agent for the Offer is Kingsdale. Any questions and requests for assistance in depositing the Shares and Warrants may be directed to Kingsdale at 1-877-659-1822 or 1-416-867-2272 (collect calls accepted) or by e-mail at firstname.lastname@example.org.
Notice to Shareholders In the United States
The Offer is made in the United States with respect to securities of a Canadian foreign private issuer in accordance with Canadian tender offer rules. Shareholders and warrantholders of Goldbrook resident in the United States should be aware that such requirements might be different from those of the United States applicable to tender offers under the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
About Jilin Jien Nickel Industry Co., Ltd.
Jilin Jien Nickel Industry Co., Ltd. is one of the largest holding subsidiaries of Jilin Horoc Nonferrous Metal Group Co., Ltd., which was founded in 1960. Horoc and Jilin Jien own four nickel mines, one molybdenum mine, one silver mine, two smelters, seven refineries, and two chemical plants with total assets over RMB 3.0 billion. The company professionally provides all kinds of nickel, copper, cobalt salts and nonferrous metal products for plating, chemical plating, battery materials and metallurgy. Jilin Jien is one of the biggest producers of nickel sulphate in the world, with annual output of 25,000 tons. In September 2003, Jilin Jien was listed on the A-share market of the Shanghai Stock Exchange with the stock code 600432.
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 Offer and expiry of the Offer and any information as to our strategy, projects, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.
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: delays in closing the 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 the 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.
Goldbrook Ventures Inc.
CONTACT: Additional Information
The depositary and information agent for the Offer is Kingsdale. Any
questions and requests for assistance in depositing the Shares and
Warrants may be directed to Kingsdale at 1-877-659-1822 or
1-416-867-2272 (collect calls accepted) or by e-mail