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GBK Goldbrook Ventures

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Goldbrook Ventures TSXV:GBK TSX Venture Common Stock
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Goldbrook Files Petition in the Supreme Court of British Columbia

19/04/2011 1:00pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Goldbrook Ventures Inc. (TSX VENTURE:GBK) ("Goldbrook") announces that on April
18, 2011 it filed a petition in the Supreme Court of British Columbia against
Jien Canada Mining Ltd. ("JCML"), Jilin Jien Nickel Industry Co., Ltd. ("JJNI"),
Jilin International Investment Ltd. ("JIIL") and Canadian Royalties Inc. ("CRI")
seeking a declaration that the affairs of JCML have been and are being conducted
in a manner that is oppressive or unfairly prejudicial to Goldbrook or which
unfairly disregards the interests of Goldbrook.


Goldbrook alleges in the petition that the following acts of JCML, or the
exercise of powers by JCML's directors, are oppressive or unfairly prejudicial
to Goldbrook or unfairly disregard the interests of Goldbrook: 




a.  the exclusion of Goldbrook from effective or any participation in the
    governance and supervision of management of JCML and CRI by, amongst
    other acts or omissions, failing to provide adequate or timely financial
    information relating to the affairs of JCML, failing to provide complete
    or timely technical information pertaining to the development and
    valuation of the assets of JCML and its wholly owned subsidiary, CRI,
    and failing to adhere to the terms of the shareholder agreement entered
    into between Goldbrook, JCML, JJNI and JIIL; 

b.  the purported dilution of Goldbrook's interest in JCML through the issue
    to the majority shareholders of JCML, being the Respondents JJNI and
    JIIL (collectively "JJ"), of additional Class "A" Voting Common Shares
    in JCML; and 

c.  the purported approval over the objection of the Goldbrook nominee
    directors, of a $357 million loan facility with an affiliate of JJ. 



Goldbrook is seeking orders including that:



--  a qualified valuator prepare a mineral property valuation with respect
    to the property of CRI; 

--  JCML and CRI be directed to provide all books, records and information
    as are necessary for the purpose of preparation of the mineral property
    valuation; 

--  The Class "A" Voting Common Shares issued JIIL in furtherance of the
    resolution passed at the JCML board of directors meeting on September
    21, 2010 be cancelled and no further Class "A" Voting Common Shares be
    issued without the unanimous consent of the JCML board of directors; and

--  JJ, or alternatively JCML, purchase the shares of Goldbrook in JCML at
    fair value in an amount to be determined by the Court. 



This dispute is in addition to the arbitration that is ongoing between Goldbrook
and Jilin Jien in respect of Jilin Jien's purported dilution of Goldbrook's 25%
interest in JCML announced on October 20, 2010, the arbitration arising out of
the Option and Joint Venture Agreement dated August 28, 2008 announced on March
8, 2011 and the arbitration in respect of the approval of a loan facility
agreement to fund JCML's 2011 Program and Budget announced on March 30, 2011.


Construction of the Nunavik Nickel Project continues notwithstanding the ongoing
legal disputes between the owners of the project.


About Goldbrook

Goldbrook Ventures is engaged in the exploration and development of
Nickel-Copper-Platinum Group Element sulphide deposits - a class of mineral
deposit that, due to its polymetallic nature, has an advantage of protection
against individual metal price cycles and has strong long term supply-demand
fundamentals. Goldbrook's quest for discovery is focused in the Raglan District
of Northern Quebec, a district that hosts Xstrata's Raglan operations, arguably
one of the world's most profitable nickel-copper-PGE mines. 


Goldbrook's Raglan project is in an option-joint venture agreement with Jilin
Jien Nickel Industry Co., Ltd. ("Jilin Jien") under which they can earn a fifty
percent interest in the Goldbrook properties by funding minimum exploration
expenditures of $45 million plus reinvestment of Quebec government rebates.
Jilin Jien recently commenced arbitration proceedings against Goldbrook
disputing Goldbrook's assertion that they have not yet fulfilled the conditions
to vesting their interest in the project.


Goldbrook is a shareholder of Jien Canada Mining Ltd. ("Jien Canada") (which
successfully acquired Canadian Royalties Inc.), the owner of the
nickel-copper-cobalt-platinum-palladium-gold deposits in the Raglan mining
district which collectively form the Nunavik Nickel Project. The board of Jien
Canada has recently purported to approve an issuance of voting common shares of
Jien Canada that would reduce Goldbrook's percentage of voting shares, and
consequently Goldbrook's interest in the project, from 25% to 4.21%. Goldbrook
has commenced arbitration proceedings against Jilin Jien and others seeking
remedies, including declarations that the share issuance violated the terms of
the Shareholder Agreement between the parties and that Goldbrook continues to
hold 25% of the voting shares of Jien Canada. 


ON BEHALF OF THE BOARD:

Edward T. Gardner, CEO and Director

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 Goldbrook's plan for future exploration and development of its
properties and the results of any arbitration proceedings against Jilin Jien and
others.


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: 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.


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