Gold Reserve Inc. (NYSE Alternext: GRZ) (TSX:GRZ) today issued the
following statement in connection with Rusoro Mining Ltd.’s (TSX-V: RML)
("Rusoro”) announcement that it intends to seek a hearing before the
Ontario Securities Commission ("OSC”) to cease trade the Gold Reserve
Shareholder Rights Plan (the "Rights Plan”). Rusoro made an unsolicited
offer on 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:
"In the event that a hearing proceeds before the OSC with respect to the
Rights Plan, we also intend to raise with the OSC the various
significant and material deficiencies in the Offer documents and in
Rusoro’s public filings, many of which are set out in our Directors
Circular of December 30, 2008 and other public statements. Our
shareholders have indicated overwhelmingly that they do not want the
Offer to proceed. We are confident that our shareholders will continue
to recognize that Rusoro’s Offer is opportunistic, financially
inadequate and significantly undervalues Gold Reserve’s assets and its
overall contribution to the proposed combined company. Our Board and
management team remain committed to ensuring that our shareholders
receive full value for their investment.”
Gold Reserve urges its shareholders to REJECT Rusoro’s
opportunistic Offer and NOT TENDER any Gold Reserve shares into
the Rusoro Offer.
If shareholders have already tendered any of their Gold Reserve shares,
we urge them to WITHDRAW them immediately. Shareholders who have
tendered Gold Reserve shares into the Rusoro Offer and who wish to
obtain assistance in withdrawing their Gold Reserve shares are urged to
contact their broker or Laurel Hill Advisory Group, the information
agent retained by Gold Reserve, at 1-888-295-4655.
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.
FORWARD-LOOKING STATEMENTS
Certain statements included in this release may constitute
"forward-looking statements". 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. Section 21E of the Securities Exchange Act
of 1934, as amended, does not apply to any forward looking statements
made in connection with the Offer, including the forward looking
statements contained in this release. 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, 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) due to 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; uncertainty as to the future value of
Rusoro, Gold Reserve or the combined company proposed by the Rusoro
offer; 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 forward-looking statements herein, whether as a result of new
information, future events or otherwise, subject to its disclosure
obligations under applicable rules promulgated by the U.S. Securities
and Exchange Commission ("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 the risks identified under
"Important Note for U.S. Investors Concerning Resource Calculations” as
well as the risks identified in the filings by Gold Reserve with the SEC
and Canadian provincial securities regulatory authorities, including
Gold Reserve’s annual information form for the year ended December 31,
2007, dated March 31, 2008, and Gold Reserve’s Annual Report on Form
40-F for the fiscal year ended December 31, 2007 filed with the SEC on
March 31, 2008.