Jilin Jien and Goldbrook Announce Intention to Make All-Cash Bid for Canadian Royalties

VANCOUVER, BRITISH COLUMBIA--(Marketwire - 08/07/09) - Goldbrook Ventures Inc. ("Goldbrook") (TSX-V:GBK - News) today announced it has entered into a shareholder, joint bid and operating agreement (the "Shareholder Agreement") with Jilin Jien Nickel Industry Co., Ltd. ("Jilin Jien"), and its wholly-owned subsidiary Jien International Investment Ltd. ("JJ Holdco"), to make an all-cash take-over bid (the "Take-Over Bid") for Canadian Royalties Inc. ("Canadian Royalties") (TSX:CZZ - News) to acquire all of the outstanding common shares (the "Shares") of Canadian Royalties at a price of Cdn$0.60 in cash per Share and all of the outstanding 7% convertible senior unsecured debentures due March 31, 2015 (the "Debentures") at a price of Cdn$600 per Cdn$1000 principal amount of Debentures, plus accrued and unpaid interest up to, but excluding, the date the Debentures are taken up under the Take-Over Bid. The offer for the Shares (the "Share Offer") and the offer for the debentures (the "Debenture Offer") are being made by Jien Canada Mining Ltd. (the "Offeror"), a company jointly owned by Goldbrook and Jilin Jien.

Highlights of the Offer

- Total cash consideration of approximately Cdn$148.5 million will be offered (including accrued interest on the Debentures).

- The Share Offer represents a premium of approximately 28.2% over the closing price of Cdn$0.48 per Share on the Toronto Stock Exchange to the volume weighted average trading price for the 20 previous trading days ending August 6, 2009.

- The Debenture Offer represents a premium of approximately 97% over the closing price of Cdn$305.00 per $1,000 principal amount of Debentures on the Toronto Stock Exchange on August 6, 2009.

This Share Offer and Debenture Offer provide Canadian Royalties' shareholders and debentureholders an attractive opportunity to realize substantial and immediate gains.

Offer Reflects True Value of Canadian Royalties' Assets

"We have a strong understanding of the deposits and the potential production output of Canadian Royalties' assets and believe that the premium paid is an accurate reflection of their true value," said David Baker, Chairman and CEO, Goldbrook Ventures Inc.

Jilin Jien has extensive experience in successfully developing large-scale resource projects and is one of China's largest producers of nickel, copper and cobalt sulphates. With profitable operations spanning exploration, mining, smelting, refining, and research, Jilin Jien has extensive experience, technical expertise and the financial resources to develop a large-scale resource project.

Goldbrook has extensive experience with the exploration of properties in the Raglan district of Quebec and has an experienced management team with significant technical expertise. The combination of Jilin Jien's expertise, experience and financial resources, together with Goldbrook's experience and expertise in operating in the Raglan district, provide the necessary elements to bring the Nunavik Nickel Project into production.

"We believe that the combined experience and capabilities of Jilin Jien and Goldbrook will develop Canadian Royalties' assets to their full potential," said Mr. Baker. "Canadian Royalties' Nunavik Nickel Project presents an excellent development opportunity that can only be realized with a board of directors and management with extensive experience in effectively developing large-scale resource projects and in raising the large amounts of capital that will be required to complete the Nunavik Nickel Project."

About the Offeror

Pursuant to the terms of the Shareholder Agreement, Goldbrook and JJ Holdco have incorporated the Offeror - Jien Mining Canada Ltd. - for the purposes of making the Take-Over Bid. The Offeror is jointly owned by JJ Holdco and Goldbrook.

Details of the Offers

Full details of the Offers will be contained in a formal offer and take-over bid circular to be filed with securities regulatory authorities and mailed to Shareholders and Debentureholders ("Securityholders"). The Offeror expects to formally launch the Offers during the week of August 10, 2009. The Offers will remain open for at least 35 days following the commencement of the Offers.

The Share Offer price represents a premium of approximately 25% based on the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on August 6, 2009, and a premium of approximately 28.2% to the volume weighted average trading price for the 20 previous trading days ending August 6, 2009. The Debenture Offer price represents a premium of approximately 97% based on the closing price of the Debentures on the TSX on August 6, 2009, and a premium of approximately 122% to the volume weighted average trading price for the 20 previous trading days ending August 6, 2009.

The Take-Over Bid will be 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 offer, receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, 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 the date hereof and the expiry of the offer, and no untrue statements or omissions in Canadian Royalties' public disclosure. The Offeror intends to take all necessary steps to acquire any Shares or Debentures that remain outstanding following the expiry of the Offers.

The Offeror will request from Canadian Royalties the use of its list of Securityholders and security position listings for the purpose of disseminating Offering Documents to Securityholders. Upon compliance with this request by Canadian Royalties, the Offer to Purchase and Circular will be mailed to Securityholders of record and furnished to brokers, dealers, banks, trust companies and similar persons, whose names or the names of whose nominees appear on the Securityholder lists or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of the Shares or the Debentures.

The Offeror's financial advisor is PI Financial Corp. Blake, Cassels & Graydon LLP is acting as legal counsel to Goldbrook and Gowling Lafleur Henderson LLP is acting as legal counsel to Jilin Jien.

Goldbrook has agreed to pay a success fee (the "Success Fee") to PI Financial Corp. upon the successful completion of the Offers and any subsequent acquisition transaction to acquire 100% of the Shares and Debentures.