TORONTO, March 12, 2012 /CNW/ - Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") announced today that a total of 196,350,053 common shares (the "Shares") and 37,734,307 common share purchase warrants (the "Warrants") of Goldbrook Ventures Inc. ("Goldbrook") were validly tendered and taken up as of March 12, 2012 pursuant to the offer ("Offer") to acquire all of the issued and outstanding Shares and Warrants. All conditions of the Offer have either been satisfied or waived.
As a result of these tenders, 0931017 B.C. Ltd. (the "Offeror"), an indirect wholly-owned subsidiary of Jilin Jien, has taken up approximately 85.00% of the outstanding Shares and approximately 90.55% of the outstanding Warrants. The Offeror and its affiliates now collectively own 215,464,553 Shares representing in the aggregate approximately 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).
Payment 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 validly tendered under the Offer as of March 12, 2012 will be made to the depositary, Kingsdale Shareholder Services Inc. ("Kingsdale"), on or before March 15, 2012.
The Offeror also announces that it has extended the Offer for an additional 10 days to permit additional Shares and Warrants to be tendered to the Offer. The Offer will expire at 8:00 p.m. (Toronto time) on March 22, 2012. The Offeror will pay Kingsdale for any additional Shares and Warrants tendered under the Offer within three business days after such securities are taken up. A notice of extension (the "Notice of Extension") in respect of the extension will be mailed to shareholders and warrantholders of Goldbrook, filed with applicable securities authorities in Canada and available on www.sedar.com.
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 following the expiry of the Offer on March 22, 2012, 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).
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 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, 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: delays in mailing the Notice of Extension or in closing the Offer, 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].