Goldbrook Ventures Inc.
TSX VENTURE : GBK

Goldbrook Ventures Inc.
Jien Canada Mining Ltd.

Jien Canada Mining Ltd.

November 25, 2009 08:00 ET

Jien Canada Takes Up Shares and Debentures of Canadian Royalties

Special Meeting Called for December 31, 2009 to Approve Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 25, 2009) - Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien"), Goldbrook Ventures Inc. ("Goldbrook") (TSX VENTURE:GBK), Jien Canada Mining Ltd. ("Jien Canada") and Jien International Investment Ltd. announced today that a total of 77,359,626 common shares of Canadian Royalties Inc. ("Canadian Royalties", TSX: CZZ) and $99,911,000 principal amount of debentures of Canadian Royalties have been validly tendered and taken up as of November 24, 2009 pursuant to the offers ("Offers") 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"). Jien Canada has now taken up, or already owned, approximately 85.36% of the outstanding Shares and approximately 72.66% of the outstanding Debentures of Canadian Royalties.

Payment of $0.80 per Share and $800 (plus accrued interest) per $1,000 principal amount of Debentures validly tendered under the Offers as of November 24, 2009 will be made to the depositary, Kingsdale Shareholder Services Inc. (the "Depositary"), on or before November 27, 2009.

The Offers will not be extended. Jien Canada has caused Canadian Royalties to call a special meeting of shareholders to be held on December 31, 2009 at 10:00 a.m. (Vancouver time) where shareholders of Canadian Royalties will be asked to approve a plan of arrangement (the "Arrangement") with Jien Canada whereby Jien Canada will acquire all of the remaining Shares of Canadian Royalties in exchange for $0.80 per Share. Jien Canada holds enough Shares to approve the Arrangement at the special meeting. Jien Canada also intends to mail a notice of redemption to holders of the remaining Debentures to redeem their Debentures for $800 (plus accrued interest) per $1,000 principal amount of Debentures (the "Redemption"). Upon completion of the Arrangement and Redemption, Jien Canada intends to de-list the Shares and Debentures of Canadian Royalties from the Toronto Stock Exchange.

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:

David Baker, Chairman and CEO

ON BEHALF OF THE JIEN CANADA MINING BOARD:

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 special meeting, 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 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
    416-867-2315
    jac@kingsdalecommunications.com
    or
    For Retail Investor Enquiries
    Kingsdale Shareholder Services Inc.
    North American Toll Free Phone: 1-866-581-1024
    contactus@kingsdaleshareholder.com
    416-867-2271 or Toll Free Facsimile: 1-866-545-5580 (FAX)
    Outside North America, Banks and Brokers Call Collect:
    416-867-2272