Jilin Jien makes offer to GoldbrookGoldbrook Ventures Provides Corporate Update-Jilin Jien Requests Consent to Make an Offer to Goldbrook Shareholders
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 30, 2011) -
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Goldbrook Ventures Inc. ("Goldbrook" or the "Company") (TSX VENTURE:GBK) announces that it received from Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") a request for Goldbrook"s consent to make a CAD
.30 cash offer to Goldbrook shareholders to acquire all of the issued and outstanding shares of Goldbrook. Goldbrook has declined to provide the consent for the reasons stated below.
The request for consent is required in light of the restriction imposed on Jilin Jien in the Shareholder, Joint Bid and Operating Agreement between Goldbrook and Jilin Jien with respect to the Nunavik Nickel Project. The requirement for Goldbrook to consent was negotiated to ensure that Goldbrook shareholders would have full information and receive a bona fide offer for fair value for their shares if Jilin Jien, as operator of the Nunavik Nickel Project, wished to make an offer to purchase all of the shares of Goldbrook.
Following receipt of the request for consent, Goldbrook"s Board of Directors formed a special committee (the "Special Committee") of independent directors comprised of William R. LeClair (Chair) and J. Earl Terris to evaluate the request and to provide a recommendation to the Board. The Special Committee retained McCarthy Tetrault LLP as independent legal counsel and engaged Raymond James Ltd. as independent financial advisor.
The Special Committee requested additional information from Jilin Jien relating to the Nunavik Nickel Project, particularly relating to the ongoing construction, financing, capital and operating expenditures and projected output for the project. Certain information was provided by Jilin Jien which allowed the committee and its advisors to more fully evaluate the request for consent. However, the Committee and its advisors continue to be hampered by significant incomplete information. The Company"s Chairman, Mr. Baker, Mr. LeClair and independent counsel also met with representatives of Jilin Jien in Beijing to further understand the nature of the request for consent and to provide to Jilin Jien its views with respect to fair value for the issued and outstanding shares of Goldbrook based on available information.
After due deliberation and consultation with its legal and financial advisors, the Special Committee concluded that the request for consent and potential offer, if made, are opportunistic, coercive and lack key material terms including providing certainty of financing and certainty of proceeding or completion of any offer if it were to be forthcoming. Accordingly, the Special Committee recommended that Goldbrook reject the request for consent. The Board subsequently adopted the Special Committee"s recommendation and has rejected the request for consent.