VANCOUVER, BRITISH COLUMBIA, Oct. 23, 2009 (Marketwire) --
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 10/23/09 -- 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. wish to provide further details about the lock-up agreements entered into with certain shareholders and debentureholders of Canadian Royalties Inc. ("Canadian Royalties") (TSX: CZZ) with respect to the offers (the "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") of Canadian Royalties. Subject to the conditions of the Offers being met or waived, each holder of Shares ("Shareholder") will receive $0.80 for each Share tendered under the share offer (the "Share Offer") and each holder of $1,000 principal amount of Debenture ("Debentureholder") will receive $800 per $1,000 principal amount of Debentures, plus accrued and unpaid interest up to, but excluding, the date the Debentures are taken up under the debenture offer (the "Debenture Offer"). The Offers will remain open until 5:00 p.m. (Toronto time) on October 27, 2009.
Details of Shareholder and Debentureholder Lock-Up Agreements
Jien Canada has entered into lock-up agreements dated October 15, 2009 with the following directors and officers of Canadian Royalties holding a total of 431,936 Shares (0.4% of the issued and outstanding Shares): Bruce Durham, Bernard J. Guarnera, Hugh Blakely, Luciana Zannella, Bryan A. Coates, Michael H. Wilson, Dr. Arthur T. Porter, Phillippe Couillard and Andrew T. Pepper. Jien Canada has also entered into lock-up agreements dated October 15, 2009 with Colonial First State Asset Management (Australia) Limited, Colonial First State Investments Limited and fonds de solidarite des travaileurs du Quebec, holding a total of 271,667 Shares (0.26% of the issued and outstanding Shares) and $38,873,000 principal amount of Debentures (28% of the outstanding principal amount of Debentures). All lock-up agreements have been publicly filed by Jien Canada and are available at www.sedar.com. In addition, Jien Canada, has received verbal indication from Caisse de depot et placement du Quebec of its intention to tender $40 million principal amount of Debentures (29% of the outstanding principal amount of Debentures). Collectively, the lock up agreements and verbal indication account for $78,873,000 principal amount of Debentures (57% of the outstanding principal amount of Debentures).
Details of the Offers
Full details of the Offers are contained in the Offer Documents, the first notice of variation and the second notice of variation filed with securities regulatory authorities. The Offer Documents were mailed to Shareholders and Debentureholders ("Securityholders") on August 21, 2009, the first notice of variation was mailed to Shareholders and Debentureholders on September 16, 2009 and the second notice of variation was mailed to Shareholders and Debentureholders on October 16, 2009. The Offers will remain open until 5:00 p.m. (Toronto time) at the expiry date of the Offers (the "Expiry Time"). The Offers are subject to customary conditions, including: that a minimum of 66 2/3% of the outstanding Shares on a fully diluted basis and 66 2/3% of the outstanding aggregate principal amount of Debentures are tendered to the Offers, the absence of any material adverse change in Canadian Royalties, the absence of certain prohibited activities on the part of Canadian Royalties (including share issuances, material debt issuances, acquisitions and dispositions) between August 6, 2009 and the expiry of the Offers, and no untrue statements or omissions in Canadian Royalties' public disclosure.
