Gold Reserve Inc. (NYSE Alternext:GRZ) (TSX:GRZ) today announced that it
has served and filed a motion in the Ontario Superior Court of Justice
seeking, among other things, an injunction to restrain Rusoro Mining
Ltd. ("Rusoro”) (TSX-V:RML.V) from proceeding with Rusoro’s unsolicited
offer of December 15, 2008 (the "Offer”) to acquire all of the
outstanding shares and equity units of Gold Reserve in consideration for
three shares of Rusoro for each Gold Reserve share tendered under the
Offer.
Additionally, pursuant to the Shareholder Rights Plan adopted on January
29, 2006 and confirmed by its shareholders on March 22, 2006, and
amended on December 18, 2008 (the "Rights Plan"), the Board of Directors
has extended until January 20, 2009 the Separation Time (as defined in
the Rights Plan) triggered by the Non-Permitted Offer.
On December 30, 2008 Gold Reserve filed its Directors’ Circular and its
recommendation statement in which the Gold Reserve Board of Directors
recommended that shareholders reject the December 15, 2008 unsolicited
offer from Rusoro. The Circular describes the reasons for the Board’s
recommendation that shareholders reject the Rusoro Offer. Investors and
shareholders are strongly advised to read the Directors’ Circular and
recommendation statement, as well as any amendments and supplements to
those documents, because they contain important information. Investors
and shareholders may obtain a copy of the Directors’ Circular at www.sedar.com
or the recommendation statement from the United States Securities and
Exchange Commission at www.sec.gov.
Questions can be directed to the Company’s information agent, Laurel
Hill Advisory Group, at 1-888-295-4655. Copies of these documents will
also be available at no charge from Laurel Hill Advisory Group. More
information is available online at: www.goldreserveinc.com
under the Investor Relations section.
J.P. Morgan Securities Inc. and RBC Capital Markets are acting as
financial advisors to Gold Reserve. Fasken Martineau DuMoulin LLP and
Baker & MacKenzie LLP are serving as legal advisors.
Gold Reserve Inc. is a Canadian company, which holds the rights to the
Brisas gold/copper project and the Choco 5 gold exploration property in
Bolivar State, Venezuela.
Certain statements included herein may constitute "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995. 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 financial results, performance, or achievements of Gold
Reserve to be materially different from our estimated 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, concentration of operations and assets in
Venezuela; corruption and uncertain legal enforcement; the outcome of
any potential proceedings under the Venezuelan legal system or before
arbitration tribunals as provided in investment treaties entered into
between Venezuela, Canada and other countries to determine the
compensation due to Gold Reserve in the event that Gold Reserve and the
Venezuelan government do not reach an agreement regarding construction
and operation of the Brisas Project (as defined in the Directors'
Circular), or the Brisas Project is transferred to the Venezuelan
government and the parties do not reach agreement on compensation;
requests for improper payments; regulatory, political and economic risks
associated with Venezuelan operations (including changes in previously
established laws, legal regimes, rules or processes); the ability to
obtain, maintain or re-acquire the necessary permits or additional
funding for the development of the Brisas Project; significant
differences or changes in any key findings or assumptions previously
determined by us or our experts in conjunction with our 2005 bankable
feasibility study (as updated or modified from time to time) as a result
of actual results in our expected construction and production at the
Brisas Project (including capital and operating cost estimates); risk
that actual mineral reserves may vary considerably from estimates
presently made; impact of currency, metal prices and metal production
volatility; fluctuations in energy prices; changes in proposed
development plans (including technology used); our dependence upon the
abilities and continued participation of certain key employees; the
prices, production levels and supply of and demand for gold and copper
produced or held by Gold Reserve or Rusoro; the potential volatility of
both Gold Reserve shares and Rusoro shares; the price and value of the
Gold Reserve Notes (as defined in the Directors' Circular); uncertainty
as to the future value of Rusoro, Gold Reserve or the Combined Company
(as defined in the Directors' Circular); the prospects for exploration
and development of projects by Gold Reserve or Rusoro; whether or not an
alternative transaction superior to the Rusoro Offer will emerge; and
risks normally incident to the operation and development 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 these forward-looking statements, whether
as a result of new information, future events or otherwise; and whether
or not an alternative transaction superior to the Rusoro Offer may
emerge.