TORONTO, Feb. 3, 2012 /CNW/ - Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") announced today that a wholly-owned indirect subsidiary of Jilin Jien, 0931017 B.C. Ltd. (the "Offeror"), has commenced the previously announced offer (the "Offer") to acquire, on and subject to the terms and conditions of the support agreement between Jilin Jien and Goldbrook Ventures Inc. ("Goldbrook"), dated January 19, 2012, as amended (the "Support Agreement"), all of the outstanding common shares of Goldbrook, including any shares issued upon the exercise of any options (the "Common Shares") at a price of C$0.39 per Common Share in cash, and all outstanding common share purchase warrants (the "Warrants"). Each of the Warrants exchangeable for Common Shares for an exercise price of C$0.25 shall be purchased for $0.14 per Warrant in cash and each of the Warrants exchangeable for Common Shares for an exercise price of C$0.35 shall be purchased for $0.04 per Warrant in cash.
The Offer is open for acceptance until 8:00 p.m. (Toronto time) on March 12, 2012 (the "Expiry Time"), unless the Offer is extended or withdrawn.
Subject to applicable laws, the Offeror reserves the right to withdraw the Offer and to not take up and pay for Common Shares and Warrants deposited under the Offer unless each of the conditions of the Offer is satisfied or waived at or prior to the Expiry Time.
The Offer is conditional on, among other things, there having been validly deposited under the Offer and not withdrawn at the Expiry Time, that number of Common Shares which together with any Common Shares beneficially owned by the Offeror and its affiliates, constitutes at least 50% of the issued and outstanding Common Shares (on a fully diluted basis), plus one (1) Common Share.
The Offer represents a premium of 59% to the closing price of the Common Shares on January 19, 2012 (the last trading day prior to the announcement of the Offer) and a premium of 69% to the volume weighted average price of the Common Shares for the 20 trading days prior to the announcement of the Offer. The Offer also represents a premium of 160% to the closing price of the Common Shares on November 29, 2011 (the last trading day prior to the issuance by Goldbrook of its press release announcing Jilin Jien's request for consent to make a $0.30 offer to the Goldbrook shareholders).
The board of directors of Goldbrook (the "Goldbrook Board"), upon the recommendation of its Special Committee, has unanimously determined that the Offer is fair and in the best interests of Goldbrook, holders of the Common Shares (the "Shareholders") (other than Jilin Jien and its affiliates) and holders of the Warrants (the "Warrantholders") and has agreed to unanimously recommend that Shareholders and Warrantholders accept the Offer and tender their Common Shares and Warrants to the Offer.
The formal offer to purchase and the take-over bid circular, together with the related letter of transmittal and notice of guaranteed delivery (collectively the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering the Common Shares and Warrants, together with Goldbrook's directors' circular, have been mailed to Shareholders and Warrantholders and can be found on SEDAR at www.sedar.com under Goldbrook's profile.
This announcement is for information purposes only and does not constitute or form part of any offer to purchase or any solicitation of any offer to sell Common Shares. The Offer (as the same may be varied or extended in accordance with applicable law) is being made exclusively by means of, and subject to the terms and conditions set out in the Offer Documents which have been filed with Canadian securities regulatory authorities and mailed to the holders of Common Shares and Warrants in accordance with applicable laws.
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 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 STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this press release, including 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, constitute "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "believe", "expect", "will", "anticipate", "contemplate", "target", "plan", "continue", "budget", "may", "intend", "estimate", and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to a significant business, economic and competitive uncertainties and contingencies. Jilin Jien cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Jilin Jien to be materially different from Jilin Jien's estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: changes in the worldwide price of gold, copper or certain other commodities; inaccuracies or material omissions in Goldbrook's publicly available information or the failure by Goldbrook to disclosure events or facts which may have occurred or which may affect the significance or accuracy of any such information; the ability of Jilin Jien to complete or successfully integrate an announced acquisition proposal; operating or technical difficulties in connection with mining or development activities; availability and costs associated with mining inputs and labor; the risks involved in the exploration, development and mining business.
Except as otherwise indicated, the information concerning Goldbrook in this press release has been taken from or is based upon Goldbrook's and other publicly available documents and records on file with Canadian securities regulatory authorities and other public sources. Neither Jilin Jien nor the Offeror nor any of their respective directors or officers assumes any responsibility for the accuracy or completeness of such information, or any failure by Goldbrook to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information, but which are known to Jilin Jien and the Offeror.
Jilin Jien disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, further events or otherwise, except as required by applicable law.
For further information:
The depositary and information agent for the Offer is Kingsdale Shareholder Services Inc. ("Kingsdale"). Any questions and requests for assistance in depositing the Common 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 [email protected].