OCR of Complaint No S112552
CLAIM OF THE PETITIONER
PART 1: ORDER(S) SOUGHT
1. The Petitioner Goldbrook Ventures Inc. (“Goldbrook”) seeks a declaration that the affairs
of the Respondent Jien Canada Mining Ltd. (“J CML”) have been and are being conducted in a
manner oppressive or unfairly prejudicial to Goldbrook or which unfairly disregard the interests
of Goldbrook.
2. The following acts of JCML, or exercise of powers by JCML’s directors, are oppressive
or unfairly prejudicial to Goldbrook or unfairly disregard the interests of Goldbrook:
(a) the exclusion of Goldbrook from effective or any participation in the governance
and supervision of the management of JCML and Canadian Royalties Inc.
(“CRI”) by, amongst other acts or omissions, failing to provide adequate or timely
?nancial information relating to the affairs of JCML, failing to provide complete
or timely technical information pertaining to the development and valuation of the
assets of JCML and its wholly owned subsidiary, CRI, and failing to adhere to the
terms of the shareholder agreement between Goldbrook, JCML, Jilin Jien Nickel
Industry Co. Ltd. (“JINI”) and Jien lntemational Investments Ltd. (“JIIL”);
(b) the purported dilution of Goldbrook’s interest in JCML through the issue to the
majority shareholders of JCML, being the Respondents JJNI and JIIL
(collectively “JJ ”), of additional Class “A” Voting Common Shares in JCML; and
(c) the purported approval over the objection of the Goldbrook nominee directors of a
$357 million loan facility with an af?liate of JJ.
3. Goldbrook seeks orders directing that:
(a) A quali?ed valuator prepare a mineral property valuation with respect to the
property of CRI;
(b) JCML and CRI be directed to provide all books, records and information as are
necessary for the purpose of preparation of the mineral property valuation;
(c) The Class “A” Voting Common Shares issued to JIIL in furtherance of the
resolution passed at the JCML Board of Directors meeting on September 21, 2010
be cancelled and that no further Class “A” Voting Common Shares be issued
without the unanimous consent of the JCML board of directors;
(d) JJ, or alternatively JCML, purchase the shares of Goldbrook in JCML at fair value
in an amount and at a valuation date to be determined by the Court.
4. Goldbrook also seeks its costs and such further and other relief which this Honourable
Court deems just.
PART 2: FACTUAL BASIS <--this is several pages long and interesting reading!