TORONTO, March 22, 2012 /CNW/ - Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") announced today that an additional 5,410,586 common shares (the "Shares") and 3,928,000 common share purchase warrants (the "Warrants") of Goldbrook Ventures Inc. ("Goldbrook") representing approximately 2.34% of the outstanding Shares and approximately 9.42% of the outstanding Warrants, respectively, were validly tendered and taken up by 0931017 B.C. Ltd. (the "Offeror") as of March 22, 2012 pursuant to its offer ("Offer") to acquire all of the issued and outstanding Shares at a price of Cdn.$0.39 per Share, and all of the issued and outstanding Warrants at a price of 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, an indirect wholly-owned subsidiary of Jilin Jien, has now acquired a total of 201,760,639 Shares representing 87.34% of the outstanding Shares and 41,662,307 Warrants representing 99.98% of the outstanding Warrants pursuant to the Offer. The Offeror and its affiliates now collectively own 220,875,139 Shares representing in the aggregate approximately 95.62% of the outstanding Shares. Excluding Shares held by an affiliate of the Offeror, the Offeror now owns 201,760,639 Shares representing approximately 91.29% of the issued and outstanding Shares that were the subject of the Offer. The Offer is now closed.
As the Offer was accepted by holders of more than 90% of the Shares that were the subject of the Offer, other than Shares held by the Offeror and its affiliates and associates, the Offeror will exercise its rights under the compulsory acquisition provisions of the Business Corporations Act (British Columbia) to acquire all outstanding Shares. A notice of compulsory acquisition will be mailed promptly to all remaining holders of Shares.
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 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, 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:
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].