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Not for Distribution to U.S. Newswire Services or for Dissemination in the United States
For Immediate Release November 1, 2011
Trading Symbol: GBK - TSX-V
NEWS RELEASE
Goldbrook Closes Non-Brokered Private Placement Vancouver, British Columbia - Goldbrook Ventures Inc. ("Goldbrook") is pleased to announce that it has closed its previously announced non-brokered private placement. Goldbrook issued12,313,000 units (the "Units") at a price of $0.15 per Unit for gross proceeds of $1,846,950. Each Unit consists of: (a) one common share; and (b) one common share purchase warrant. Each warrant is exercisable into one common share of Goldbrook for a period of one year from the closing at an exercise price of $0.25.
Goldbrook plans to use the proceeds from the private placement for general working capital purposes including corporate overhead and other expenses. No insiders participated in the private placement. Finders' fees totalling $76,096 in cash were paid and 507,307 finders' warrants were issued with respect to the private placement. Each finders' warrant is exercisable into one common share of Goldbrook at a price of $0.25 per share for a period of 12 months from the closing date.
All of the securities issued pursuant to the private placement are subject to a hold period expiring four months and one day from the closing date.
ON BEHALF OF THE BOARD:
(signed) "David Baker," Chairman and Director
For further information, please call: (604) 683-8083
Website: www.goldbrookventures.com
Cautionary Note Regarding Forward-Looking Statements
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the
United States. The securities have not been and will not be
registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the
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United States or to U.S. Persons unless registered under the
U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.
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 the use
of proceeds from this financing and in connection with any
arbitration proceedings currently underway.
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.
Suite 1550 - 200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6
T: (604) 683-8083 F: (604) 683-8087 TF: 1-888-488-9884 www.goldbrookventures.com TSX.V:GBK