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3 This
presentation contains certain forward-looking information and forward-looking
statements, as defined in applicable securities laws (collectively referred
to as forward-looking statements). Forward-looking statements include
possible events, statements with respect to possible events, the proposed
transaction, the business, operations and financial performance and condition
each of Rusoro and Gold Reserve and the proposed combined company, the future
price of gold, the estimation of mineral reserves and resources, the
realization of mineral reserve and resource estimates, the timing and amount
of estimated future production, costs of production, expected capital
expenditures, costs and timing of the development of new deposits, success of
exploration, development and mining activities, permitting time lines,
currency fluctuations, requirements for additional capital, government
regulation of mining operations, environmental risks, unanticipated
reclamation expenses, title disputes or claims, and limitations on insurance
coverage. The words plans, expects, is expected, scheduled, estimates,
forecasts, intends, anticipates, or believes, or variations of such
words and phrases or statements that certain actions, events or results
may, could, would, might, or will be taken, occur and similar
expressions identify forward looking statements. Forward-looking statements
are necessarily based upon a number of estimates and assumptions that, while
considered reasonable by Rusoro as at the date of such statements, are
inherently subject to significant business, economic, social, political and
competitive uncertainties and contingencies and other factors that could
cause actual results or events to differ materially from those projected in
the forward-looking statements. The estimates and assumptions of Rusoro
contained or incorporated by reference in the Circular which may prove to be
incorrect, include, but are not limited to, (1) that Rusoro will be
successful in acquiring 100% of the outstanding Gold Reserve equity, (2) that
all required third party regulatory and governmental approvals to the offer
will be obtained and all other conditions to completion of the transactions
will be satisfied or waived, (3) there being no significant disruptions
affecting operations, whether due to labour disruptions, supply disruptions,
power disruptions, damage to equipment or otherwise; (4) permitting,
development, expansion and power supply proceeding on a basis consistent with
our current expectations; (5) permitting and development proceeding on a
basis consistent with Rusoro's current expectations; (6) the exchange rate
between the Canadian dollar, the Venezuelan Bolivar and the U.S. dollar being
approximately consistent with current levels; (7) certain price assumptions
for gold; (8) prices for and availability of natural gas, fuel oil, electricity,
parts and equipment and other key supplies remaining consistent with current
levels; (9) production forecasts meeting expectations; (10) the accuracy of
Rusoro's current mineral reserve and mineral resource estimates; and (11)
labour and materials costs increasing on a basis consistent with Rusoro's
current expectations. Known and unknown factors could cause actual results or
events to differ materially from those projected in the forward-looking
statements. Such factors include, but are not limited to, fluctuations in the
currency markets; fluctuations in the spot and forward price of gold or
certain other commodities (such as diesel fuel and electricity); changes in
interest rates; disruption to the credit markets and delays in obtaining
financing; inflationary pressures; risks arising from holding derivative
instruments (such as credit risk, market liquidity risk and mark-to-market
risk); changes in national and local government legislation, taxation,
controls, regulations and political or economic developments in Canada,
Venezuela or other countries in which we do or may carry on business;
business opportunities that may be presented to, or pursued by Rusoro,
Rusoro's ability to successfully integrate acquisitions; operating or
technical difficulties in connection with mining or development activities;
actual results of exploration activities; the possibility of cost overruns or
unanticipated expenses; employee relations; the speculative nature of gold
exploration and development, including the risks of obtaining and renewing
necessary licenses and permits; the impact of Venezuelan law on our
operations; diminishing quantities or grades of reserves; adverse changes in
our credit rating; contests over title to properties, particularly title to
undeveloped properties; and the occurrence of natural disasters, hostilities,
acts of war or terrorism. In addition, there are risks and hazards associated
with the business of gold exploration, development and mining, including
environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins, flooding and gold bullion losses (and the
risk of inadequate insurance, or inability to obtain insurance, to cover
these risks). The following factors, amongst others, related to the business
combination of Rusoro and Gold Reserve could cause actual results to differ
materially from forward-looking statements, included in this presentation:
the Rusoro shares issued in connection with the offer may have a market value
lower than expected; the business of Rusoro and Gold Reserve may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; and the expected combination benefits
from the combination of Rusoro and Gold Reserve may not be fully realized or
not realized within the expected time frame. These factors are not intended
to represent a complete list of the factors that could affect Rusoro and the
combination of Rusoro and Gold Reserve. Although Rusoro has attempted to
identify important factors that could cause actual results or events to
differ materially from those described in forward-looking statements, there
may be other factors that could cause results or events not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
statements. Accordingly, undue reliance should not be placed on
forward-looking statements. Rusoro undertakes no 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 or
future events or otherwise, except as may be required in connection with a
material change in the information disclosed in the Circular or as otherwise
required by law. Forward-Looking Statements
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