Its a deal! VENTURE: GBK
Jien Canada Mining Ltd.
Nov 10, 2009 22:02 ET
Jien Canada Takes Up Shares and Debentures of Canadian Royalties
Extends Offers to November 24 to Permit Additional Securities to be Tendered
All Conditions of the Offers Have Been Satisfied or Waived
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 10, 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 68,478,888 common shares of Canadian Royalties Inc. ("Canadian Royalties", TSX: CZZ) and $97,362,000 principal amount of debentures of Canadian Royalties were validly tendered and taken up as of November 10, 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"). All conditions of the Offers have been satisfied or waived. As a result of these tenders, Jien Canada has taken up, or already owned, approximately 76.66% of the outstanding Shares and approximately 70.81% of the outstanding Debentures of Canadian Royalties. Jien Canada confirms the receipt of approval of the Offers from the National Development and Reform Commission (NDRC) of the People's Republic of China and that all other conditions of the Offers have been satisfied or waived.
Payment of
.80 per Share and $800 (plus accrued interest) per $1,000 principal amount of Debentures validly tendered under the Offers as of November 10, 2009 will be made to the depositary, Kingsdale Shareholder Services Inc. (the "Depositary"), on or before November 13, 2009.
Jien Canada also announces that it has extended the Offers for an additional 10 days to permit additional Shares and additional Debentures to be tendered. The Offers will expire at 5:00 p.m. (Toronto time) on November 24, 2009. Jien Canada will pay the Depositary for any additional Shares and additional Debentures tendered under the Offers within three business days after such securities are taken up. A notice of variation (the "Notice of Variation") in respect of the extension will be mailed to shareholders and debentureholders, filed with applicable securities authorities in Canada and available on
www.sedar.com.
Upon expiration of the Offers, and as disclosed in the offer to purchase and take-over bid circular, Jien Canada intends to take action to permit Jien Canada to acquire all of the Shares and all of the Debentures not deposited pursuant to the Offers for the same consideration provided for by the Offers.
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 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 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.
For more information, please contact
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
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