Gentlemen: There has been allot of back and forth since the release of the so called OFFER (OFFENCE!!) --- I have since spent my time reading the history of the events leading up to (Most information now contained in a historical release of News items on the GBK website). I wasn’t before, but with those readings I am now convinced that Management WAS acting in the best interests of GBK but were trapped into this situation by an astute (intended?) manoeuvre by the Parent company JJ……You can see this by the action taken right after the acquisition of Canadian Royalties by the Jien Canada “partnership” --- JJ immediately through the attempted internal issue of shares of Jien Canada to the mothership so as to reduce GBK’s holding from 25% to 4%! That was the first Arbitration of four more following --- all frustrated by the lack of cooperation from JJ. At this point late Dec 2012 GBK was driven to the ground and out of funds even after the two cheap PP’s at 0.15 So, assessing the alternatives given that JJ was holding a vast money pot back in China --- there was no point to go on trying to battle them. (WE won the first arbitration in part to confirm GBK’s 25% holding of JIEN Canada but JJ remained blind and continued to not cooperate. These statements are of my own uninformed opinion based on publications by GBK and JJ and are not to be taken as libellous …
This is part of my post from 22 Jan ’12 ---- “If you feel shafted as I do by this whole exercise by GBK's directorship, voting "no" may not be enough to overcome the forces in behind ... contact your Federal MP and the Securities Commission to the suggestion of wrongs that are implicated!!” I have taken action --- After spending a week going dizzy reading all the back and forth in the offer, three days ago I sent Kingsdale a list of questions about the Offer. Two days later I was told that I should expect a reply from Counsel. One main issue was to question the what if’s depending on the outcome of the response… My reading is that if you withhold your shares and if the offer is accepted by majority, they JJ will attempt to buy up 100% of shares issued (there are confusing variations on that which was the reason for my questions).
Secondly I have launched a protest with BCSC as indicated in these paragraphs to a contact agent with BCSC…
To BCSC:
As per my earlier phone call, I wish to draw your attention to the events surrounding Goldbrook Ventures Ltd (GBK) and the proposed share buy out by Jien Jien (JJ) of China, The following is a list of questions I have presented to the two Agencies listed as advisors. The formal Offer and a list of events starting with the Joint Venture partnership of 2008 can be found on the GBK website or SEDAR.
The main jist of my complaint would be based on the very obvious dealings of JJ, whereby right after the successful takeover of Canadian Royalties they proceeded to subvert the JV Agreement by attempting to reduce GBK's interest from 25% to 4%! The disputes carried by JJ's actions continued from 2010 to Jan 2012, culminating in the defeat/submission of GBK to a totally unfair Offer in it's devaluation of true value to the GBK shareholders.
Please review and advise me as to how I may launch such formal complaint to the BCSC. Also I would wish to appeal to Investment Canada with their duty to oversee fairness in the interests of minority shareholders in circumstance of foreign takeovers. Do you work in concert with Investment Canada of should I also approach them with these concerns? (Questions to Kingsgate not shown here)
As of now I am holding my shares and I wish the rest of you would as well … in fact if you study the offer there is a means of taking back your shares deposited before the Offer deadline is reached.
As to your questions regarding Mr William Lupien (aka Kudu holdings) here is a portion of a News Release 9 Feb ’12 on the GBK postings on SEDAR…..
February 9, 2012 - Kudu Partners, L.P. ("Kudu") announces that it has acquired directly or indirectly, 4,566,500 common shares of Goldbrook Ventures Inc. ("GBK"). The common shares of GBK are listed on the TSX Venture Exchange. The 4,566,500 common shares purchased by Kudu represent a 2.04% interest in GBK.
Prior to February 8, 2012, Kudu held 26,476,000 common shares of GBK and Kudu now holds a total of 26,566,500 common shares of GBK, representing 11.86% of GBK's outstanding 224,066,171 common shares as at February 8, 2012.
The common shares of GBK were acquired by Kudu for investment purposes. Subject to availability, price, the general state of the capital markets and the financial condition of GBK from time to time, Kudu may purchase or sell securities of GBK
We can only speculate as to what Mr. Lupien’s intentions are. He had considerable holdings before the offer at unknown purchase price and since has been making daily purchases giving him $.01 or .005 margins!! Wouldn’t it be nice if he were contemplating a Class Action Lawsuit against JJ!
All of the above is my personal opinion derived from the publications of JJ and GBK related to the OFFER ----I SEEK SAFE HARBOUR.