Changes to Goldbrook Board of Directors - Goldbrook Appoints New Chief Executive Officer and President
13 March 2012 - 8:36PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/ Trading Symbol: GBK - TSX-V
VANCOUVER, March 15, 2012 /CNW/ - Goldbrook Ventures Inc.
("Goldbrook") today announced that, following the satisfaction or
waiver of all conditions to the offer by 0931017 B.C. Ltd., a
wholly-owned indirect subsidiary of Jilin Jien Nickel Industry Co.,
Ltd. ("Jilin Jien"), to acquire all of the common shares (the
"Shares") and common share purchase warrants (the "Warrants") of
Goldbrook dated January 30, 2012 (the "Offer"), the below changes
have been made to the Goldbrook Board of Directors (the "Board")
effective immediately. Martin Auyeung, David Baker, Edward T.
Gardner, Donald Brian Grant, William R. LeClair and J. Earl Terris
have resigned from the Board and Wu Shu, Zhang Shu, Li Tao, Cheng
Cheung Fuk and John Pinsent have been appointed to the Board. These
appointments remain subject to regulatory approval. Goldbrook has
also announced the resignations of David Baker as Chairman of the
Board, Edward T. Gardner as Chief Executive Officer, Vivian Gu as
Chief Financial Officer and Corporate Secretary, Alan Gorman as
Executive Vice President of Operations and Donald Brian Grant as
Chief Operating Officer and the appointments of Wu Shu as Chief
Executive Officer, Zhang Shu as President and Chief Operating
Officer, James Xiang as Chief Financial Officer and Michael Boehm
as Corporate Secretary. These appointments remain subject to
regulatory approval. The Offeror has paid for the Shares and
Warrants tendered up to March 12, 2012 to the Offer 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. The Offeror, together with its
affiliates, now collectively own 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), and
approximately 90.55% of the outstanding Warrants. The Offer was
extended for a further 10 days and remains open for acceptance
until 8:00 p.m. (Toronto time) on March 22, 2012 (the "Expiry
Time") to allow Goldbrook securityholders who have not yet tendered
their Shares and Warrants to do so. Shares and Warrants tendered to
the Offer will be promptly taken-up and paid for any time within 10
days of deposit, including prior to the Expiry Time. Payment for
such taken-up Shares and Warrants will be made to the depositary,
Kingsdale Shareholder Services Inc. ("Kingsdale"), within three
business days of the take-up. Securityholders are encouraged to
tender their remaining Shares and Warrants to the Offer as soon as
possible and in any event prior to the Expiry Time to receive
prompt payment. 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, 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). Additional
Information 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 contactus@kingsdaleshareholder.com. 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 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 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. 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:
delays in closing the 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. Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release. Goldbrook Ventures Inc.
CONTACT: Additional InformationThe depositary and information agent
for the Offer is Kingsdale. Anyquestions and requests for
assistance in depositing the Shares andWarrants may be directed to
Kingsdale at 1-877-659-1822 or1-416-867-2272 (collect calls
accepted) or by e-mailat contactus@kingsdaleshareholder.com.
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