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Goldbrook to get $100M offer from Chinese partner Jilin Jien
Reuters Jan 20, 2012 – 12:48 PM ET
Ron D'Raine/Bloomberg
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By Aftab Ahmed
Goldbrook Ventures Inc. said privately held Chinese partner Jilin Jien Nickel Industry Co. has agreed to make a $100-million offer to buy the Canadian miner.
Jilin Jien’s 39 cents a share proposal represents a premium of about 59% to Goldbrook stock’s closing price of 24.5 cents on the Toronto Venture Exchange on Thursday.
Goldbrook is engaged in the exploration and development of nickel, copper, platinum sulphide deposits.
Under the agreement, Goldbrook’s board have the option to terminate the deal in favour of a superior proposal by paying a fee of $3-million and subject to Jilin Jien’s right to match the offer.
Goldbrook owns 25% in Nunavik Nickel Project in the Jilin Jien’s majority owned project in Canada.
Jilin Jien has also agreed to lend $2-million to Goldbrook as interim funding. The companies have decided not to proceed with litigation and arbitration proceedings between them, subject to the completion of the offer.
Shares of the Vancouver, British Columbia-based company were up 41% at 34.5 cents in midday trade on Friday.
© Thomson Reuters 2012
Jilin Jien Nickel Industry Co., Ltd. announces commencement of offer to acquire Goldbrook Ventures Inc.
TORONTO, Feb. 3, 2012 /CNW/ - Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") announced today that a wholly-owned indirect subsidiary of Jilin Jien, 0931017 B.C. Ltd. (the "Offeror"), has commenced the previously announced offer (the "Offer") to acquire, on and subject to the terms and conditions of the support agreement between Jilin Jien and Goldbrook Ventures Inc. ("Goldbrook"), dated January 19, 2012, as amended (the "Support Agreement"), all of the outstanding common shares of Goldbrook, including any shares issued upon the exercise of any options (the "Common Shares") at a price of C$0.39 per Common Share in cash, and all outstanding common share purchase warrants (the "Warrants"). Each of the Warrants exchangeable for Common Shares for an exercise price of C$0.25 shall be purchased for $0.14 per Warrant in cash and each of the Warrants exchangeable for Common Shares for an exercise price of C$0.35 shall be purchased for $0.04 per Warrant in cash.
The Offer is open for acceptance until 8:00 p.m. (Toronto time) on March 12, 2012 (the "Expiry Time"), unless the Offer is extended or withdrawn.
Subject to applicable laws, the Offeror reserves the right to withdraw the Offer and to not take up and pay for Common Shares and Warrants deposited under the Offer unless each of the conditions of the Offer is satisfied or waived at or prior to the Expiry Time.
The Offer is conditional on, among other things, there having been validly deposited under the Offer and not withdrawn at the Expiry Time, that number of Common Shares which together with any Common Shares beneficially owned by the Offeror and its affiliates, constitutes at least 50% of the issued and outstanding Common Shares (on a fully diluted basis), plus one (1) Common Share.
The Offer represents a premium of 59% to the closing price of the Common Shares on January 19, 2012 (the last trading day prior to the announcement of the Offer) and a premium of 69% to the volume weighted average price of the Common Shares for the 20 trading days prior to the announcement of the Offer. The Offer also represents a premium of 160% to the closing price of the Common Shares on November 29, 2011 (the last trading day prior to the issuance by Goldbrook of its press release announcing Jilin Jien's request for consent to make a $0.30 offer to the Goldbrook shareholders).
The board of directors of Goldbrook (the "Goldbrook Board"), upon the recommendation of its Special Committee, has unanimously determined that the Offer is fair and in the best interests of Goldbrook, holders of the Common Shares (the "Shareholders") (other than Jilin Jien and its affiliates) and holders of the Warrants (the "Warrantholders") and has agreed to unanimously recommend that Shareholders and Warrantholders accept the Offer and tender their Common Shares and Warrants to the Offer.
The formal offer to purchase and the take-over bid circular, together with the related letter of transmittal and notice of guaranteed delivery (collectively the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering the Common Shares and Warrants, together with Goldbrook's directors' circular, have been mailed to Shareholders and Warrantholders and can be found on SEDAR at www.sedar.com under Goldbrook's profile.
This announcement is for information purposes only and does not constitute or form part of any offer to purchase or any solicitation of any offer to sell Common Shares. The Offer (as the same may be varied or extended in accordance with applicable law) is being made exclusively by means of, and subject to the terms and conditions set out in the Offer Documents which have been filed with Canadian securities regulatory authorities and mailed to the holders of Common Shares and Warrants in accordance with applicable laws.
Notice to Shareholders In the United States
The Offer is made in the United States with respect to securities of a Canadian foreign private issuer in accordance with Canadian tender offer rules. Shareholders and Warrantholders resident in the United States should be aware that such requirements might be different from those of the United States applicable to tender offers under the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
About Jilin Jien Nickel Industry Co., Ltd.
Jilin Jien Nickel Industry Co., Ltd. is one of the largest holding subsidiaries of Jilin Horoc Nonferrous Metal Group Co., Ltd., which was founded in 1960. Horoc and Jilin Jien own four nickel mines, one molybdenum mine, one silver mine, two smelters, seven refineries, and two chemical plants with total assets over RMB 3.0 billion. The company professionally provides all kinds of nickel, copper, cobalt salts and nonferrous metal products for plating, chemical plating, battery materials and metallurgy. Jilin Jien is one of the biggest producers of nickel sulphate in the world, with annual output of 25,000 tons. In September 2003, Jilin Jien was listed on the A-share market of the Shanghai Stock Exchange with the stock code 600432.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this press release, including any information as to our strategy, projects, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "believe", "expect", "will", "anticipate", "contemplate", "target", "plan", "continue", "budget", "may", "intend", "estimate", and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to a significant business, economic and competitive uncertainties and contingencies. Jilin Jien cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Jilin Jien to be materially different from Jilin Jien's estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: changes in the worldwide price of gold, copper or certain other commodities; inaccuracies or material omissions in Goldbrook's publicly available information or the failure by Goldbrook to disclosure events or facts which may have occurred or which may affect the significance or accuracy of any such information; the ability of Jilin Jien to complete or successfully integrate an announced acquisition proposal; operating or technical difficulties in connection with mining or development activities; availability and costs associated with mining inputs and labor; the risks involved in the exploration, development and mining business.
Except as otherwise indicated, the information concerning Goldbrook in this press release has been taken from or is based upon Goldbrook's and other publicly available documents and records on file with Canadian securities regulatory authorities and other public sources. Neither Jilin Jien nor the Offeror nor any of their respective directors or officers assumes any responsibility for the accuracy or completeness of such information, or any failure by Goldbrook to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information, but which are known to Jilin Jien and the Offeror.
Jilin Jien disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, further events or otherwise, except as required by applicable law.
For further information:
The depositary and information agent for the Offer is Kingsdale Shareholder Services Inc. ("Kingsdale"). Any questions and requests for assistance in depositing the Common Shares and Warrants may be directed to Kingsdale at 1-877-659-1822 or 1-416-867-2272 (collect calls accepted) or by e-mail at contactus@kingsdaleshareholder.com.
Your welcome.... Good luck to us!
Really hard to get shares though...
Original company. NNMIF had a joint vennture w Canadian Royalties Inc., which was purchased by Jilin Jien:
...property was purchased by Jilin Jien Nickel, a Chinese company for $148.5 million. The Globe and Mail reported on this hostile takeover in August 2009 when the story first broke. Located not far south of the producing Reglan nickel mine in Ungava in Quebec's far north, Nunavik is another undeveloped nickel property with a measured and indicated resource of 5.2 million tonnes grading 0.93% nickel (or about 0.05 million tonnes of nickel)."
I think worst case we still own 10%... maybe 30%! Good lotto play IMO!
http://www.canadianroyalties.com/
I am not understanding this company and the complete mess, What is it that we are investing in, is it the original company with maybe 30% or the Chinese Company? or is there more?
Can you help me here.
Thanks.
It seems to me worst case scenario NNMIF hold 10% (best case 30%)of a huge mine and a decision is due and day:
http://www.lexology.com/library/detail.aspx?g=20a71f38-85b9-4cd1-88ae-d1e66d994bd5
Seems to me any clarity even a negative ruling could POP this stock hard with a 30MM OS.
My guess is even at just 10% of the Nunavik Nickel mine project in Nunavik is worth at a min $30MM. That's 1$/share here.
http://www.nunatsiaqonline.ca/stories/article/65674nunavik_nickel_mine_hits_another_stumbling_block/
Canadian Royalties Inc v Nearctic Nickel Mines Inc - court confirms arbitrators' ability to order specific performance of contracts
http://www.lexology.com/library/detail.aspx?g=20a71f38-85b9-4cd1-88ae-d1e66d994bd5
Norton Rose OR LLP
Dominic Dupoy
Canada
March 3 2011
The Quebec Superior Court, in a decision rendered in Canadian Royalties Inc. v. Nearctic Nickel Mines Inc. on September 22, 2010, confirmed a consensual arbitrator's ability to order specific performance of contracts.
Briefly, the two parties had entered into an option and joint venture agreement for the commercial development of a mining property in Northern Québec. Under the agreement, the minority partner had an obligation to transfer 10% of its interest in the property to the majority partner subject to obtaining a bankable feasibility study that was to be financed by the majority partner.
The majority partner financed the feasibility study, but the minority partner refused to transfer 10% of its interest in the property on the grounds that the feasibility study did not satisfy the contractual condition for the transfer of the interest. Pursuant to the joint venture agreement, the dispute went to arbitration. The arbitrator found that the feasibility study did satisfy the contractual condition and ordered the minority partner to transfer 10% of its interest in the mining property to the majority partner.
The case was brought before the Superior Court. While the majority partner asked for the homologation of the final award, the minority partner asked to have the award annulled on the grounds that the transfer order issued by the arbitrator was injunctive in nature and only the Superior Court could grant injunctions.
The Superior Court homologated the award and dismissed the motion to annul it. Justice Fraiberg, while recognizing that arbitrators did not have the power to grant injunctions, distinguished between an injunction and specific performance of a contract and concluded that arbitrators could give orders of specific performance of contractual obligations.
According to Justice Fraiberg, the power to grant injunctions is a discretionary power of the Court, while specific performance falls within the terms of the contract. The Court added that what made injunctions different from orders of specific performance was that defaulters could be punished by imprisonment. Justice Fraiberg ended by saying that:
If Quebec arbitrators could not give orders of specific performance of contracts not amounting to injunctions, they would be lame ducks and arbitration would not be taken seriously as an effective and complete means of resolving commercial disputes. This surely was not the intent of the 1986 legislative reform.
The decision of the Quebec Superior Court is being appealed. A decision by the Quebec Court of Appeal on this important matter is expected before the end of 2011 and will no doubt be the topic of another information bulletin.
http://www.ogilvyrenault.com/en/resourceCentre_10990.htm
Nunavik Nickel mine hits another stumbling block
Goldbrook rejects Chinese partner's buy-out offer
NUNATSIAQ NEWS
The strained relationship between Goldbrook Ventures and Jilin Jien Nickel Industry Co., Ltd., majority owner of the Canadian Royalties’ Nunavik Nickel mine project in Nunavik, took another turn Nov. 30 when Goldbrook advised its shareholders not to accept a buy-out from the Chinese company.
Goldbrook refused the offer of $0.30 per share from Jilin Jien to Goldbrook shareholders to acquire all of the issued and outstanding shares of Goldbrook, which holds 25 per cent of the mine project.
Estimates put the value of the rejected buy-out at about $67 million.
A special committee set up by Goldbook to examine the offer found it was “opportunistic, coercive” and lacked “key material terms,” including assurance that the deal would actually go ahead as presented.
In reaching this conclusion, a special committee considered a number of factors including:
• the potential offer price in light of Goldbrook’s depressed share price “which it believes arises from the lack of information provided by Jilin Jien with respect to the ongoing construction, financing, capital and operating expenditures and projected output for the Nunavik Nickel Project;” and,
• the need for complete financial information in light of Jilin Jien’s “unique position” as 75 per cent partner in the Nunavik Nickel project.
Jilin Jien Nickel Industry acquired the nickel mining company Canadian Royalties Inc. in 2010.
Goldbrook said its Chinese partners in the Nunavik Nickel mine project then violated their earlier partnership deal to develop Nunavik’s second nickel mine. Then, Goldbrook had objected to last year’s issuance of voting common shares by Jilin Jien which effectively reduced Goldbrook’s percentage of voting shares and interest in the Nunavik Nickel project from 25 per cent to 4.21 per cent — and in September, arbitrators ordered Jilin Jien to take steps to cancel the units which diluted Goldbrook’s share in Jien Canada Mining Ltd., which owns the project, restore Goldbrook’s shares to 25 per cent and “to use their best efforts to agree on and implement those steps.”
In August, during Premier Jean Charest’s visit to China, Jilin Jien Nickel Industry said it was ready to invest an additional $400 million in the Nunavik Nickel project.
Wu Shu, the mining company’s chief executive officer, made the announcement Aug. 29 in Beijing after a meeting with Premier Jean Charest, who was on a trade mission that has taken him to Japan and China.
According to Jilin Jien, commencement of commercial production of the mine, which will employ about 500 workers, is now scheduled for March 2013.
On Nov. 28 La Presse rreported that construction of the mine infrastructure had suffered a setback due to melting permafrost at the site of its proposed dock in Deception Bay.
Chinese firm Jilin Jien Nickel to double investment in Quebec nickel mine
By The Canadian Press | August 29, 2011
BEIJING, China - Jilin Jien Nickel Industry Co. will invest an additional $400 million in its project to extract nickel in Nunavik in northern Quebec.
Wu Shu, the mining company’s CEO, made the announcement today in Beijing after a meeting with Premier Jean Charest.
The addition of $400 million in the project brings the total investment of Chinese mining to $800 million in the northern tip of Quebec.
The mine is expected to begin production in mid-2012 and employ about 270 people.
The Chinese mine nickel for the chemical industry and for the manufacture of consumer products like batteries.
Jilin Jien Nickel Industry had acquired nickel mining company Canadian Royalties Inc. in 2010 near the Inuit community of Kangiqsujuaq.
The company has since signed an agreement with the three Inuit communities in the region for the payment of mining royalties.
Charest calls the agreements with local Aboriginal communities a model for future mining investments in the region.
Arbitration Tribunal Declares Jilin Jien Nickel Industry Co., Ltd. in Breach of Shareholders Agreement; Goldbrook's 25% Interest in Nunavik Nickel Project to Be Restored
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 28, 2011) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
As Goldbrook Ventures Inc. ("Goldbrook") (TSX VENTURE:GBK) previously announced, on July 20, 2011 the Arbitration Tribunal issued a partial final award in respect of the arbitration relating to the purported dilution of Goldbrook's interest in the Nunavik Nickel Project. In that partial final award, the Arbitration Tribunal found that Goldbrook is entitled under the Shareholder, Joint Bid and Operating Agreement between Jilin Jien Nickel Industry Co., Ltd. ("JJNI"), Jien International Investment Ltd. ("JIIL") and Jien Canada Mining Ltd. ("Jien Canada"), dated August 6, 2009 (the "Shareholders Agreement") to be the holder of 25% of the voting shares of Jien Canada, the owner of the Nunavik Nickel Project, and that the purported dilution of Goldbrook's interest (the "September 21 Resolution") was not authorized by, and was contrary to the Shareholders Agreement. The Tribunal further directed that the parties make supplemental submissions on the issue of which parties were in breach of the Shareholders Agreement and the appropriate steps to be taken to restore Goldbrook's 25% interest.
On September 27, 2011, the Arbitration Tribunal issued a further partial final award on the supplementary issues (the "Award"). In the Award, the Arbitration Tribunal found that JJNI and JIIL breached the Shareholders Agreement by proposing and taking the benefit of the September 21 Resolution. The Arbitration Tribunal also found that Jien Canada breached the Shareholders Agreement by approving the September 21 Resolution.
In the Award, the Arbitration Tribunal further declared that the Units issued pursuant to the September 21 Resolution are invalid, null and void and directed the parties to discuss the steps that should be taken to cancel the Units, and to use their best efforts to agree on and implement those steps. The Arbitration Tribunal continues to reserve its jurisdiction to determine any further steps that the parties must take in light of that declaration for a further 30 days. The Arbitration Tribunal also continues to reserve its jurisdiction to decide all matters relating to the costs of this proceeding.
About Goldbrook
Goldbrook Ventures is engaged in the exploration and development of Nickel-Copper-Platinum Group Element sulphide deposits – a class of mineral deposit that, due to its polymetallic nature, has an 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's Raglan project is a joint venture with Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien") under which Goldbrook and Jilin Jien each hold a fifty percent interest in the Goldbrook properties. Goldbrook Ventures Inc. and Jilin Jien Nickel Industry Co., Ltd. are also the shareholders in Jien Canada Mining Ltd., owner of the Nunavik Nickel Project.
ON BEHALF OF THE BOARD:
David Baker, Chairman and Director
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 Goldbrook's plan for future exploration and development of its properties and the results of any arbitration proceedings against Jilin Jien and others.
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: the ability of Goldbrook to advance development of its properties; 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.
In the first quarter of 2011, Jilin Jien Nickel and Canadian Royalties were updating the feasibility study for the Nunavik nickel property in Ungava, Quebec . The new study will include drill results from the latest 2010 exploration program. The property is being developed for a Q2 2012 start-up. Personell accommodations and a fuel storage facility have been completed. The pouring of concrete foundations and the erection of structural steel work for the 4,500-tonnes-per-day concentrator was scheduled to commence in Q1 2011.
That's a lot of nickel; enough to satisfy global demand for an entire year. But of course it will take a huge investment (about $1.2 billion) to build a producing mine and about 20 years to methodically mine the ore, concentrate it, smelt it and refine it into a pure, saleable product.
_________________________________________________________________
Two months later, in November, 2009, a controlling (77%) interest in Canadian Royalties, owner of the Nunavik nickel property was purchased by Jilin Jien Nickel, a Chinese company for $148.5 million. The Globe and Mail reported on this hostile takeover in August 2009 when the story first broke. Located not far south of the producing Reglan nickel mine in Ungava in Quebec's far north, Nunavik is another undeveloped nickel property with a measured and indicated resource of 5.2 million tonnes grading 0.93% nickel (or about 0.05 million tonnes of nickel).
Arbitration Contestation and Counterclaim filed by Nearctic Nickel Mines Inc.
NNMIF.PK 0.00 0.00
Press Release Source: Nearctic Nickel Mines Inc. On Thursday April 7, 2011, 8:42 am
Issued & outstanding
29,211,290 Common Shares
TORONTO, April 7 /CNW/ - Nearctic Nickel Mines Inc. (the "Company"), advises that in response to Canadian Royalties Inc.'s ("CRI") Statement of Claim in the Arbitration, attached to the Company's Material Change Report filed on Sedar March 8, 2011, it has filed a Contestation and Counterclaim.
In the Contestation the Company advances numerous reasons why CRI's claims must fail. In the Counterclaim the Company seeks a remedy as provided by Article 1604 of the Quebec Civil Code, being termination of the Agreement with CRI dated January 12, 2001. The Contestation and Counterclaim will be annexed to the Material Change Report filed in connection with this Press Release.
Caution Concerning Forward-Looking Statements
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as may be required by applicable securities laws, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
The appeal will be heard on 18th March, 2011.
Written Argument filed in Quebec Court of Appeal and Canadian Royalties Inc. commences new arbitration
Companies:NEARCTIC NICKEL MINE
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Symbol Price Change
NNMIF.PK 0.02 0.00
Press Release Source: Nearctic Nickel Mines Inc. On Monday January 17, 2011, 5:23 pm EST
Issued & outstanding
29,211,290 Common Shares
TORONTO, Jan. 17 /CNW/ - Nearctic Nickel Mines Inc. the "Company", advises that a written Argument has been filed in the Quebec Court of Appeal seeking the annulment of the Sheppard Award issued 1st April, 2009. The appeal will be heard on 18th March, 2011. The Argument will be annexed to a material change report following upon this Release.
In another development, on 30th December, 2010, Canadian Royalties Inc. claimed arbitration regarding non-contribution to the aborted minebuilding of 2008.
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