VANCOUVER, BRITISH COLUMBIA, Oct. 26, 2009 (Marketwire) -- Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien"), Goldbrook Ventures Inc. ("Goldbrook Ventures")(TSX VENTURE:GBK), Jien Canada Mining Ltd. ("Jien Canada"), and Jien International Investment Ltd. remind securityholders of Canadian Royalties Inc. ("Canadian Royalties")(TSX:CZZ) to tender their securities to the amended Jien Canada offers before they expire tomorrow, on Tuesday, October 27, 2009 at 5:00 p.m. (Toronto time).
The offers (the "Offers") are 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 Share Offer represents a premium of approximately 69.5% over the volume weighted average trading price for the 20 previous trading days before announcement of the Offers, ending August 6, 2009, and the Debenture Offer represents a premium of approximately 196% over the volume weighted average trading price for the 20 previous trading days before announcement of the Offers, ending August 6, 2009.
"The Jien Offers represent superior value for Canadian Royalties' Shares and Debentures and securityholders are encouraged to tender to both," said David Baker, President and CEO of Goldbrook Ventures and director of Jien Canada. "Canadian Royalties ran a comprehensive strategic alternative process and after several months, the Jien Offers are the only offers before securityholders. The Share Offer has the support of Canadian Royalties' board of directors who agree that the Share Offer is fair from a financial point of view, while Debentureholders have been offered a significant premium to the pre-offer trading prices for their Debentures. To benefit from the immediate and substantial premiums from the Jien Offers, securityholders need to tender their securities today."
The Offers are receiving strong support from Canadian Royalties' Shareholders and Debentureholders which demonstrates that the Offers represent the best option for securityholders. In fact, Jien Canada has entered into lock-up agreements with certain directors and officers of Canadian Royalties and certain Debentureholders such that they agree to tender all of their Shares or Debentures, as applicable, to the Offers. Debentureholders that have entered into lock-up agreements with Jien Canada, or that have provided verbal indications to Jien Canada and Canadian Royalties, have agreed to tender an aggregate of $78,873,000 principal amount of Debentures, or 57% of the outstanding principal amount of Debentures.
Soliciting Dealer Agreements
The Offeror has entered into agreements with Canaccord Capital Corporation ("Canaccord") and Wolverton Securities Inc. ("Wolverton") to solicit acceptances of the Share Offer and Debenture Offer from Shareholders and Debentureholders in Canada. Each of Canaccord and Wolverton is referred to herein as a "Soliciting Dealer". The Offeror has agreed to pay each Soliciting Dealer whose name appears in the appropriate place on a properly completed and executed Letter of Acceptance and Transmittal, or who provides other evidence satisfactory to Jien Canada, a fee of $0.01 for each Share deposited and taken up by the Offeror under the Share Offer and a fee of C$10.00 per C$1,000 principal amount of Debentures taken up and paid for pursuant to the Debenture Offer. The Offeror may require the Soliciting Dealers to furnish evidence of beneficial ownership satisfactory to the Offeror before payment of such fee. Jien Canada may enter into soliciting dealer agreements on the same terms with other members of the Investment Industry Regulatory Organization of Canada.
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.
