Gold Reserve Inc. (NYSE Alternext: GRZ) (TSX: GRZ) today announced that
its Board of Directors has postponed the separation time under Gold
Reserve’s shareholder rights plan to February 17, 2009. The hostile
offer by Rusoro Mining Ltd. (TSX-V: RML) 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 or equity unit tendered under the Offer is not a
"Permitted Bid” within the meaning of the Gold Reserve shareholder
rights plan.
Gold Reserve urges its shareholders not to tender their shares or equity
units into the inadequate Rusoro Offer.
Shareholders who have questions or require assistance withdrawing their
shares can contact the Company’s information agent, Laurel Hill Advisory
Group, 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.
Certain statements included in this release may constitute
"forward-looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995, as amended, ("PSLRA"),
provided that statements made solely in connection with Rusoro's offer
are not subject to the safe harbor protections provided to
forward-looking statements under the PSLRA. 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, 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 press 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.