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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 -

Jilin Jien Offer and Goldbrook Directors' Circular Recommending Tender to Be Mailed February 3, 2012

31/01/2012 3:37pm

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)
announced today that the Company and Jilin Jien Nickel Industry Co., Ltd.
("Jilin Jien") have agreed to extend to February 3, 2012 the date by which Jilin
Jien must, through a wholly-owned subsidiary, mail the Offer (as defined below)
and the accompanying take-over bid circular (the "Take-Over Bid Circular") to
Goldbrook securityholders. The extension will facilitate the concurrent mailing
of the Offer, the Take-Over Bid Circular and the directors' circular of the
Company (together, the "Circulars") recommending the bid to Goldbrook
securityholders. The expiry time of the Offer will be 5:00 p.m. (Vancouver time)
on March 12, 2012.


The Circulars will also be filed on SEDAR on February 3, 2012.

As announced by the Company on January 20, 2012, Jilin Jien has agreed, subject
to the terms and conditions of the Take-Over Bid Circular, to make an offer,
through a wholly-owned subsidiary, to acquire all of the outstanding common
shares of the Company (the "Common Shares") for C$0.39 per Common Share, all of
the outstanding common share purchase warrants to acquire Common Shares with an
exercise price of C$0.25 (the "$0.25 Warrants") at a price of C$0.14 in cash per
C$0.25 Warrant, and all of the outstanding common share purchase warrants to
acquire Common Shares with an exercise price of $0.35 (the "$0.35 Warrants" and
together with the $0.25 Warrants, the "Warrants") at a price of C$0.04 in cash
per $0.35 Warrant (the "Offer"). The value of the transaction is approximately
C$100 million on a fully-diluted basis.


The Offer represents a premium of approximately 59% to Goldbrook's closing share
price of C$0.245 on the TSX Venture Exchange ("TSX-V") on January 19, 2012 and a
premium of approximately 69% to Goldbrook's volume weighted average price of
C$0.222 on the TSX-V for the 20 trading days prior to the announcement of the
Offer.


Recommendation from Board of Directors of the Company to Tender

After receiving a recommendation from the Special Committee and after consulting
its legal and financial advisors, the Board of Directors of the Company has
determined that the Offer is fair and in the best interests of Goldbrook and its
securityholders (other than Jilin Jien and its affiliates) and accordingly,
unanimously recommends that Goldbrook securityholders tender their Common Shares
and Warrants to the Offer.


ON BEHALF OF THE BOARD:

David Baker, Chairman and Director

We Seek Safe Harbor.

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 the Jilin Jien Offer, the interim funding arrangements, litigation
standstill agreement and related transactions, 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 failure to satisfy the conditions to the Jilin Jien Offer,
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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