Filed by Rusoro Mining Ltd.
Pursuant to Rule 425 under
the
Securities Act of 1933, as
amended
Subject Company: Gold
Reserve Inc.
Commission
File Number: 001-31819
Date: December
15, 2008
This announcement is neither an offer to
purchase nor a solicitation of an offer to sell any securities of Gold Reserve
Inc.
The Offer (as defined below) is made solely by the Offer to Purchase
and Circular (each as defined below) and any amendments or supplements thereto.
The Offer is being made to (and deposits will be accepted on behalf of ) all
holders of Gold Reserve Equity (Gold Reserve Equityholders), except those
holders in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction.
December 15, 2008
NOTICE OF OFFER TO PURCHASE
all of the outstanding Gold Reserve Equity of
GOLD RESERVE INC.
by
RUSORO MINING LTD.
on the basis of three Rusoro Shares for each Class A
common share or equity unit of Gold Reserve
Rusoro Mining Ltd.
(the
Offeror
or
Rusoro
) is offering to purchase (the
Offer
) all of the issued and outstanding Class A
common shares (the
Gold Reserve Shares
)
of Gold Reserve Inc. (
Gold Reserve
)
and all of the issued and outstanding equity units (the
Gold Reserve Equity Units
, and together
with the Gold Reserve Shares, the
Gold
Reserve Equity
) of Gold Reserve, including any Gold Reserve Equity
that may become issued and outstanding after the date of the Offer but prior to
the Expiry Time upon the conversion, exchange or exercise of any securities of
Gold Reserve (other than SRP Rights, as hereinafter defined) that are
convertible or exchanged or exercisable for Gold Reserve Equity, together with
the associated rights (the
SRP Rights
)
issued under the shareholder rights plan (the
Shareholder Rights Plan
) of Gold Reserve. The Offer is
subject to the terms and conditions set forth in the offer to purchase (the
Offer to Purchase
) and accompanying
offering circular (the
Circular
)
dated December 15, 2008 and the Letter of Transmittal and the Notice of
Guaranteed Delivery (collectively, the
Offer
Documents
), copies of which are being filed today with the
securities regulatory authorities in Canada, and in a registration statement on
Form F-10 and a tender offer statement on Schedule TO (the
U.S. Filings
), copies of which are being
filed today with the United States Securities and Exchange Commission. Copies
of the Offer Documents and the U.S. Filings will be available for free through
the internet at www.sedar.com and www.sec.gov.
THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 12:00 MIDNIGHT,
EASTERN TIME, AT THE END
OF JANUARY 21, 2009 (THE EXPIRY TIME), UNLESS THE OFFER IS EXTENDED OR
WITHDRAWN BY THE OFFEROR.
The
Offer is conditional upon, among other things, there being validly deposited
under the Offer and not withdrawn at the Expiry Time, such number of Gold
Reserve Shares as constitutes at least 66 2/3% of the issued and outstanding
Gold Reserve Shares and such number of Gold Reserve Equity Units as constitutes
at least 66 2/3% of the issued and outstanding Gold Reserve Equity Units at the
Expiry Time (in each case calculated on a fully-diluted basis). Each of the
conditions of the Offer are set forth in Section 2 of the Offer to
Purchase, Conditions of the Offer. The Offeror reserves the right to withdraw
the Offer and not take up, purchase or pay for any Gold Reserve Equity
deposited under the Offer unless all of the conditions of the Offer are
satisfied or, where permitted, waived at or prior to the Expiry Time.
As
of the date hereof, neither Rusoro nor any of its affiliates beneficially owns,
directly or indirectly, any Gold Reserve Equity. The common shares of Rusoro
(the
Rusoro Shares
) are listed on the TSX Venture
Exchange (
TSXV
) under the symbol RML. The Gold
Reserve Shares are listed on the Toronto Stock Exchange (
TSX
) and the New York Stock Exchange
Alternext US LLC (
NYSE Alternext
)
under the symbol GRZ.
Gold
Reserve Equityholders who wish to accept the Offer and deposit their Gold Reserve
Equity must properly complete and execute a Letter of Transmittal or a manually
signed facsimile thereof and deposit it, together with the certificates
representing their Gold Reserve Equity and all other required documents, at one
of the offices of Computershare Investor Services Inc. (the
Depositary
) in accordance with the
instructions in the Letter of Transmittal or request their broker, dealer,
commercial bank, trust company or other nominee to effect the transaction on
their behalf. Alternatively, (1) Gold Reserve Shareholders may accept the
Offer by following the procedures for book-entry transfer of Gold Reserve
Equity described in Section 5 of the Offer to Purchase, Manner of
Acceptance - Acceptance by Book-Entry Transfer; or (2) Gold Reserve
Equityholders may accept the Offer where the certificates representing the Gold
Reserve Equity are not immediately available, or if the certificates and all of
the required documents cannot be provided to the Depositary before the Expiry
Time, by following the procedures for guaranteed delivery described in Section 5
of the Offer to Purchase, Manner of Acceptance - Procedure for Guaranteed
Delivery, using a Notice of Guaranteed Delivery or a manually signed facsimile
thereof. Gold Reserve Equityholders whose Gold Reserve Equity is registered in
the name of a nominee should consult their broker, investment dealer, bank,
trust company or other nominee for assistance in depositing their Gold Reserve
Equity. Gold Reserve Equityholders will not be required to pay any fee or
commission if they accept the Offer by depositing their Gold Reserve Equity
directly with the Depositary. Gold Reserve Equityholders may withdraw Gold
Reserve Equity tendered to the Offer at any time (i) before Gold Reserve
Equity deposited under the Offer is taken up by Rusoro under the Offer, (ii) if
the Gold Reserve Equity has not been paid for by Rusoro within three business
days after having been taken up, and (iii) in certain other circumstances
described in Section 8 of the Offer to Purchase, Right to Withdraw
Deposited Gold Reserve Equity.
The
tax consequences to Gold Reserve Equityholders in Canada and the United States
relating to the disposition of Gold Reserve Equity are described in Sections 19
and 20 of the Circular. Gold Reserve Equityholders are encouraged to consult
their own tax advisors.
The
Offeror has requested from Gold Reserve the use of its list of Gold Reserve
Equityholders and security position listings for the purpose of disseminating
the Offer Documents to Gold Reserve Equityholders. Upon compliance with this
request by Gold Reserve, the Offer Documents and other relevant materials will
be mailed to Gold Reserve Equityholders of record and furnished to brokers,
dealers, banks, trust companies and similar persons, whose names or the names
of whose nominees appear on the Gold Reserve Equityholder list or, if
applicable, who are listed as participants in a clearing agencys security
position listing, for subsequent transmittal to beneficial owners of Gold
Reserve Equity.
The information contained in this advertisement is a summary
only.
The Offer is
being made solely by the Offer Documents and the U.S. Filings.
You should read the Offer Documents and the U.S.
Filings carefully before making any decision with respect to the Offer, because
they contain important information.
The Offer Documents and the U.S.
Filings are being filed today with the securities regulatory authorities in
Canada and the United States and will be available for free through the
internet at
www.sedar.com
and
www.sec.gov
. Copies of these documents may
also be obtained without charge from the Depositary or Georgeson Shareholder
Communications Canada Inc. (the
Information
Agent
) and its affiliates. Questions and requests for assistance
may be directed to the Depositary or the Information Agent at the telephone
numbers and addresses set out below. Gold Reserve Equityholders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Depositary for the Offer is:
COMPUTERSHARE
INVESTOR SERVICES INC.
Inquiries
|
|
By Registered Mail, Hand or Courier
|
Toll
Free (North America): 1-800-564-6253
|
|
Computershare
Investor Services Inc.
|
Overseas:
1-514-982-7555
|
|
510
Burrard Street, 2nd Floor
|
Email:
corporateactions@computershare.com
|
|
Vancouver,
BC V6C 3B9
|
Website:
www.computershare.com
|
|
Attn:
Corporate Actions
|
|
|
or
|
By Mail
|
|
|
Computershare
Investor Services Inc.
|
|
Computershare
Investor Services Inc.
|
P.O. Box
7021, 31 Adelaide Street E.,
|
|
9th
Floor, 100 University Avenue
|
Toronto,
ON M5C 3H2
|
|
Toronto,
ON M5J 2Y1
|
Attention:
Corporate Actions
|
|
Attn:
Corporate Actions
|
The Information Agent for the Offer is:
North American Toll Free Number: 1-888-605-7615
Banks and Brokers call collect: 1-212-806-6859