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GBK Goldbrook Ventures

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Share Name Share Symbol Market Type
Goldbrook Ventures TSXV:GBK TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Goldbrook Ventures Provides Corporate Update-Jilin Jien Requests Consent to Make an Offer to Goldbrook Shareholders

30/11/2011 3:12pm

Marketwired Canada


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


Goldbrook Ventures Inc. ("Goldbrook" or the "Company") (TSX VENTURE:GBK)
announces that it received from Jilin Jien Nickel Industry Co., Ltd. ("Jilin
Jien") a request for Goldbrook's consent to make a CAD$0.30 cash offer to
Goldbrook shareholders to acquire all of the issued and outstanding shares of
Goldbrook. Goldbrook has declined to provide the consent for the reasons stated
below.


The request for consent is required in light of the restriction imposed on Jilin
Jien in the Shareholder, Joint Bid and Operating Agreement between Goldbrook and
Jilin Jien with respect to the Nunavik Nickel Project. The requirement for
Goldbrook to consent was negotiated to ensure that Goldbrook shareholders would
have full information and receive a bona fide offer for fair value for their
shares if Jilin Jien, as operator of the Nunavik Nickel Project, wished to make
an offer to purchase all of the shares of Goldbrook.


Following receipt of the request for consent, Goldbrook's Board of Directors
formed a special committee (the "Special Committee") of independent directors
comprised of William R. LeClair (Chair) and J. Earl Terris to evaluate the
request and to provide a recommendation to the Board. The Special Committee
retained McCarthy Tetrault LLP as independent legal counsel and engaged Raymond
James Ltd. as independent financial advisor.


The Special Committee requested additional information from Jilin Jien relating
to the Nunavik Nickel Project, particularly relating to the ongoing
construction, financing, capital and operating expenditures and projected output
for the project. Certain information was provided by Jilin Jien which allowed
the committee and its advisors to more fully evaluate the request for consent.
However, the Committee and its advisors continue to be hampered by significant
incomplete information. The Company's Chairman, Mr. Baker, Mr. LeClair and
independent counsel also met with representatives of Jilin Jien in Beijing to
further understand the nature of the request for consent and to provide to Jilin
Jien its views with respect to fair value for the issued and outstanding shares
of Goldbrook based on available information.


After due deliberation and consultation with its legal and financial advisors,
the Special Committee concluded that the request for consent and potential
offer, if made, are opportunistic, coercive and lack key material terms
including providing certainty of financing and certainty of proceeding or
completion of any offer if it were to be forthcoming. Accordingly, the Special
Committee recommended that Goldbrook reject the request for consent. The Board
subsequently adopted the Special Committee's recommendation and has rejected the
request for consent.


In reaching this conclusion, the Special Committee considered a number of
factors including, but not limited to, the following:




--  The potential offer price in light of Goldbrook's depressed share price
    which it believes arises from the lack of information provided by Jilin
    Jien with respect to the ongoing construction, financing, capital and
    operating expenditures and projected output for the Nunavik Nickel
    Project. 
--  The need for complete financial information in light of Jilin Jien's
    unique position as 75% partner in the Nunavik Nickel Project. 
--  The potential offer price would not appear to represent the intrinsic
    value of a 25% carried interest in a near-term operating sulphide nickel
    mine and a 50% interest in prospective exploration lands with identified
    resources which are nearby. 
--  According to Jilin Jien, commencement of commercial production is now
    scheduled for March 2013. 
--  The request for consent and potential offer, if made, are opportunistic
    and coercive and Jilin Jien was unable to provide adequate assurances
    with respect to the funding and certainty of proceeding or completion of
    an offer if it were to be forthcoming. 



No further discussions are currently planned with Jilin Jien. The Company will
continue to protect shareholder's interests through vigorous application of the
various arbitration processes arising under the joint venture and joint bid and
operating agreements. The Company will continue to keep shareholders apprised
with information as it becomes available and will continue to request additional
information from Jilin Jien relating to the construction, financing, capital and
operating expenditures and projected output for the Nunavik Nickel Project.


ON BEHALF OF THE BOARD: 

David Baker, Chairman 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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