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Published on 4/20/2007 in the Prospect News PIPE Daily.

New Issue: Goldbrook Ventures to raise C$14 million from placement of units

By Laura Lutz

Des Moines, April 20 - Goldbrook Ventures Inc. arranged a private placement of units for up to C$14,000,250.

The company plans to sell up to 15 million flow-through units at C$0.40 each and up to 22,857,857 non flow-through units at C$0.35 each.

Each flow-through unit will consist of one flow-through share, one half-share warrant with a strike price of C$0.50 per share and one half-share warrant with a strike price of C$1.00 per share.

Each non flow-through unit will consist of one non flow-through share, one half-share warrant with a strike price of C$0.50 per share and one half-share warrant with a strike price of C$1.00 per share.

Each whole warrant will be exercisable for one non flow-through share for three years.

Pacific International Securities Inc. will act as agent for all of the flow-through units and up to 5.715 million of the non flow-through units.

Gilford Securities will act as agent for up to 17,142,857 of the non flow-through units. Gilford has a greenshoe for up to 5.5 million additional non flow-through units.

Proceeds will be used for a property acquisition, for exploration and for general corporate purposes.

Goldbrook is a resource exploration company based in Vancouver, B.C.

Issuer:Goldbrook Ventures Inc.
Issue:Units of one flow-through share, one half-share warrant with a C$0.50 strike price and one half-share warrant with a C$1.00 strike price; units of one non flow-through share, one half-share warrant with a C$0.50 strike price and one half-share warrant with a C$1.00 strike price
Amount:C$14,000,250
Agent:Pacific International Securities Inc. (for flow-through units and up to 5.715 million non flow-through units); Gilford Securities (for up to 17,142,857 non flow-through units)
Pricing date:April 20
Stock symbol:TSX Venture: GBK
Stock price:C$0.355 at close April 20
Flow-through units
Units:15 million
Price:C$0.40
Warrants:Two half-share warrants per unit
Warrant expiration:Three years
Warrant strike price:C$0.50 for one half-share warrant per unit; C$1.00 for one half-share warrant per unit
Non flow-through units
Units:22,857,857
Greenshoe:For 5.5 million units
Price:C$0.35
Warrants:Two half-share warrants per unit
Warrant expiration:Three years
Warrant strike price:C$0.50 for one half-share warrant per unit; C$1.00 for one half-share warrant per unit

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