Gold Reserve Inc. (TSX VENTURE:GRZ) (NYSE-MKT:GRZ) has received a
written notice dated January 3, 2013, that the staff of the NYSE MKT LLC
(the "Exchange”) intends to file a delisting application with the United
States Securities and Exchange Commission (the "SEC”) to remove the
Company's common shares from being listed on the Exchange. The Company
intends to appeal the Exchange staff’s decision.
The Exchange staff's position is that the Company did not sufficiently
comply with the terms of its plan announced October 31, 2011 (the
"Plan”), that was implemented to allow the Company time to regain
compliance with the Exchange’s continued listing standards by December
20, 2012. As a result, the Exchange staff believes the Company no longer
complies with the Exchange’s continued listing standards because,
following the seizure of the Las Brisas mine by the Venezuelan
government in 2008, the Company ceased to be an "operating company”
under Sections 1002(c) and 1003(c)(i) of the Exchange’s Company Guide
and did not remedy that status pursuant to the Plan.
The terms of the Plan focused on the Company becoming an "operating
company” again, as defined by the Exchange staff. Management believes
that the Company has demonstrated substantial compliance with the intent
and spirit of the Plan to become an "operating company” by signing an
agreement effective April 26, 2012, granting the Company the right to
earn an undivided 51% interest in the La Tortuga property, a copper and
gold prospect located in Jalisco State, Mexico, and conducting
exploration activities at the La Tortuga property. Additionally,
management believes the Company meets all other continued listing
standards of the Exchange and, as of market close on January 3, 2012,
the Company currently meets all the standards for initial listing under
Initial Listing Standard 4 (Section 103(d) of the Company Guide).
The Company expects to appeal the Exchange staff’s decision by January
10, 2013, and will request an oral hearing before a committee of the
Exchange to be held at a later date. There can be no assurances that the
Company’s request for continued listing will be granted. During the
appeal period the Company’s shares will continue to be listed for
trading on the Exchange and will continue to trade on the TSX Venture
Exchange.
ICSID Arbitration
The Company’s international arbitration against the Republic of
Venezuela regarding the illegal expropriation of its Venezuelan
properties is proceeding. As reported earlier, the Tribunal held an oral
hearing in the case during the week of February 2012, following which
the parties were called upon to submit post hearing briefs. On July 25,
2012, the Tribunal issued a procedural order requesting the production
of further evidence related to valuation issues. Both parties have
submitted responses and the Tribunal has advised the parties that it
will provide further directions in early January 2013 on the
implementation of its procedural order and Venezuela has been given
until January 17, 2013 to respond to the points raised in a submission
of the Company dated December 10, 2012, in regard to the July 25, 2012
procedural order.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements that state Gold
Reserve's or its management's intentions, hopes, beliefs, expectations
or predictions for the future. In this release, forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management at this
time, are inherently subject to significant business, economic and
competitive uncertainties and contingencies.
We caution that such forward-looking statements involve known and
unknown risks, uncertainties and other risks that may cause the actual
outcomes, financial results, performance, or achievements of Gold
Reserve to be materially different from our estimated outcomes, future
results, performance, or achievements expressed or implied by those
forward-looking statements.
Numerous factors could cause actual results to differ materially from
those in the forward-looking statements, including without limitation:
the notice of intent to file a delisting application received from the
Exchange staff, our inability to satisfy the requirements of the plan of
compliance accepted by the Exchange staff or to satisfy the continued
listing requirements of the TSX.V or other ongoing listing standards
which may result in the delisting of the Company’s Class A common shares
from the relevant exchange; the outcome of our arbitration under the
Additional Facility Rules of the International Centre for Settlement of
Investment Disputes of the World Bank, in Washington, D.C. to determine
compensation claimed by us resulting from our claims against the
Venezuelan government and its agents and agencies; corruption and
uncertain legal enforcement; political and social instability; requests
for improper payments; competition with companies that are not subject
to or do not follow Canadian and U.S. laws and regulations; regulatory,
political and economic risks associated with Venezuela including changes
in laws and legal regimes; impact of currency, metal prices and metal
production volatility; our dependence upon the abilities and continued
participation of certain key employees; potential volatility of our
Class A common shares, including dilution as a result of the conversion
of the convertible notes into our Class A common shares; the prospects
for exploration and development of alternative projects by us; and risks
normally incident to the exploration, development and operation of
mining properties.
This list is not exhaustive of the factors that may affect any of
Gold Reserve's forward-looking statements. Investors are cautioned not
to put undue reliance on forward-looking statements. All subsequent
written and oral forward-looking statements attributable to Gold Reserve
or persons acting on its behalf are expressly qualified in their
entirety by this notice. Gold Reserve disclaims any intent or obligation
to update publicly or otherwise revise any forward-looking statements or
the foregoing list of assumptions or factors, whether as a result of new
information, future events or otherwise, subject to its disclosure
obligations under applicable rules promulgated by the SEC.
In addition to being subject to a number of assumptions,
forward-looking statements in this release involve known and unknown
risks, uncertainties and other factors that may cause actual results and
developments to be materially different from those expressed or implied
by such forward-looking statements, including those factors outlined in
the "Cautionary Statement Regarding Forward-Looking Statements" and
"Risks Factors" contained in Gold Reserve's filings with the Canadian
provincial securities regulatory authorities and the SEC, including Gold
Reserve's Annual Information Form and Annual Report on Form 10-K for the
year ended December 31, 2011, filed with the Canadian provincial
securities regulatory authorities and the SEC, respectively.
Further information regarding the Company can be located at www.goldreserveinc.com,
www.sec.gov
and www.sedar.com.
"Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this
release."
