Goldbrook Ventures Inc.
TSX VENTURE : GBK

Goldbrook Ventures Inc.
Jien Canada Mining Ltd.

Jien Canada Mining Ltd.

November 09, 2009 09:00 ET

FINAL TENDER REMINDER: Canadian Royalties Securityholders Are Urged to Tender Their Securities to the Jien Canada Offers Today

Offers Expire on Tuesday, November 10 at 5:00 p.m. ET and will NOT be Extended

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 9, 2009) - Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien"), Goldbrook Ventures Inc. ("Goldbrook") (TSX VENTURE:GBK), Jien Canada Mining Ltd., and Jien International Investment Ltd. (collectively "Jien Canada") urge securityholders of Canadian Royalties Inc. ("Canadian Royalties") (TSX:CZZ) to tender their securities to the Jien Canada offers (the "Offers") today before the final expiry date on Tuesday, November 10, 2009 at 5:00 p.m. (Toronto time).

Canadian Royalties' securityholders are reminded:

  • The Offers are full and final, and provide securityholders with the opportunity to benefit from immediate and substantial premiums.
  • The Offers will NOT be extended past the expiry date or otherwise amended. Any tendered shares or debentures will not be taken up if the minimum tender conditions are not met.
  • The all cash Offers are an attractive alternative to an expected extended process of restructuring for Canadian Royalties that otherwise holds an uncertain outcome for securityholders.

"With the expiry date for the Offers fast approaching, we are pleased with the support we have received to date and urge the Canadian Royalties' securityholders who still have not tendered to consider the Offers very seriously as they are full, fair and final," said David Baker, President and CEO of Goldbrook and director of Jien Canada.

The Offers are to acquire all of the issued and outstanding common shares (the "Shares") and all of the 7% Convertible Senior Unsecured Debentures due March 31, 2015 (the "Debentures") of Canadian Royalties. Subject to the conditions of the Offers being met or waived, each holder of Shares ("Shareholder") will receive $0.80 for each Share tendered under the share offer (the "Share Offer") and each holder of $1,000 principal amount of Debenture ("Debentureholder") will receive $800 per $1,000 principal amount of Debentures, plus accrued and unpaid interest up to, but excluding, the date the Debentures are taken up under the debenture offer (the "Debenture Offer"). The Share Offer represents a premium of approximately 69.5% over the volume weighted average trading price for the 20 previous trading days before announcement of the Offers, ending August 6, 2009, and the Debenture Offer represents a premium of approximately 196% over the volume weighted average trading price for the 20 previous trading days before announcement of the Offers, ending August 6, 2009.

This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities of Canadian Royalties. Such an offer can only be made pursuant to an offer to purchase and accompanying offering circular filed with the securities regulatory authorities in Canada.

About Jien Canada

Jien Canada was incorporated under the Federal laws of Canada on August 6, 2009. The voting shares of Jien Canada are owned by Jilin Jien Nickel Industry Co., Ltd. through Jien International Investment Ltd. and Goldbrook, as to 75% and 25%, respectively. Jien Canada has not carried on any business other than business incidental to making the Offers. The head office and the registered and records office of Jien Canada is Suite 1550, 200 Burrard Street, Vancouver, B.C. V6C 3L6.

About Goldbrook

Goldbrook Ventures is engaged in the exploration for Nickel-Copper-Platinum Group Element sulphide deposits – a class of mineral deposit that, due to its poly-metallic nature, has the 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 is the District's single largest holder of mineral rights, with a 100% interest in 891,000 acres.

About Jilin Jien

Jilin Jien Nickel Industry Co., Ltd. is a corporation existing under the laws of China. The head office of Jilin Jien is located at Panshi City, Jilin Province, China.

Jilin Jien is one of China's largest producers of nickel, copper and cobalt sulphates, as well as other nickel products including nickel matte, electrolytic nickel, nickel hydroxide and nickel chloride. With profitable operations spanning exploration, mining, smelting, refining, chemicals and research, Jilin Jien has total assets of RMB3.2 billion, nearly 10,000 employees and its facilities occupy 4.5 million square meters.

Jilin Jien is a publicly-traded company owned and controlled by shareholders. Jilin Jien was the first company in China's nickel industry to list on the A-share market of the Shanghai Stock Exchange under stock code 600432. Jilin Jien is one of the companies comprising the SSE180 index and the CSI300 index. Jilin Jien has a majority shareholder – Jilin Horoc Nonferrous Metal Group, Co Ltd., who owns approximately 57%. Indirectly, the government of China owns less than 20% (indirect interest) of Jilin Jien, as the government has a partial ownership in Jilin Horoc Nonferrous Metal Group. The management and the board of Jilin Jien make all decisions pertaining to their business.

ON BEHALF OF THE GOLDBROOK BOARD:
(signed) "David Baker," Chairman and CEO
ON BEHALF OF THE JIEN CANADA MINING BOARD:
(signed) "David Baker," Director

Dedicated transaction website at: www.jiencanadamining.com

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 Jien Canada's intention with respect to the offer to acquire Canadian Royalties; the proposed terms of such offer; the business, operations and financial performance and condition of each of Goldbrook, Jilin Jien, Jien International and Jien Canada.

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: Jien Canada's assessment of the effect of an offer on Goldbrook, Jilin Jien, Jien International Investment Ltd., Jien Canada and on the shareholders and debentureholders of Canadian Royalties, the timing and prospects for shareholder and debentureholder acceptance of an offer and the implementation thereof; the satisfaction of any conditions to an offer; the ability of Jien Canada to advance development of the Nunavik Nickel project; 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 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.

Contact Information

  • Institutional Investor & Media Contact
    Kingsdale Communications Inc.
    Janet Craig, Managing Director
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    jac@kingsdalecommunications.com
    or
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    Kingsdale Shareholder Services Inc.
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