TORONTO, March 26, 2012 /CNW/ - Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") and Goldbrook Ventures Inc. ("Goldbrook") (TSX-V: GBK) announced today that, further to Jilin Jien's news release dated March 22, 2012, notices of compulsory acquisition under the Business Corporations Act (British Columbia) dated March 23, 2012 and related letters of transmittal were mailed by 0931017 B.C. Ltd. (the "Offeror"), an indirect wholly-owned subsidiary of Jilin Jien, to registered holders of common shares ("Shares") and common share purchase warrants ("Warrants") of Goldbrook who did not tender such Shares and Warrants to the offer ("Offer") made by the Offeror to acquire all of the issued and outstanding Shares and Warrants.
Upon completion of the compulsory acquisition, the Offeror intends to take the necessary steps to delist the Shares from the TSX Venture Exchange and to have Goldbrook cease to be a reporting issuer under the securities laws of each of the Provinces of British Columbia, Alberta and Ontario.
Goldbrook has applied to the British Columbia Securities Commission to request an exemption from certain continuous disclosure obligations pending the completion of the compulsory acquisition, including the requirement to prepare, file and mail, as applicable, to Goldbrook shareholders Goldbrook's interim financial statements and related materials in respect of the interim period ended January 31, 2012.
This press release does not constitute an offer to buy or sell, or the solicitation to buy or sell, any of the securities of Goldbrook.
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 [email protected].
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 STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this press release, including any information relating to Jilin Jien and its subsidiaries and any information as to Jilin Jien's 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.
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.
For further information:
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 [email protected].