- Tender offer statement by Third Party (SC TO-T)
15 Dezember 2008 - 5:40PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
GOLD
RESERVE INC.
(Name of subject company (Issuer))
RUSORO MINING
LTD.
(Names of Filing Persons (Offerors))
Class A Common Shares
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38068N108
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(Title of classes of securities)
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(CUSIP number of common stock)
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John H. Riley, Esq.
Gersten Savage LLP
600 Lexington Avenue
9
th
Floor
New York, NY 10022
(212) 752-9700
(Name, address, and telephone number of
person authorized to receive notices and communications on behalf of Filing
Persons)
Copies to:
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Jonathan
A. Van Horn, Esq.
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Michael
Kennedy
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Dorsey
& Whitney, LLP
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Anfield
Sujir Kennedy & Durno
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Suite
1500
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Barristers
& Solicitors
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50
South Sixth Street
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1600 -
609 Granville Street
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Minneapolis,
MN 55402
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Pacific
Centre, Vancouver, B.C., V7Y 1C3
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(612)
340-2600
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(604)
669-1322
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CALCULATION OF FILING FEE
Transaction Valuation(1)
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Amount of Filing Fee(2)
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$67,296,528.90
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$2,644.75
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(1) Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 0-11(d) and
Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended.
The transaction valuation is equal to the product of (a) $0.30, which is
the average of high and low sale prices of Gold Reserve Class A common shares
as reported on the NYSE Alternext US LLC, the principal trading market for Gold
Reserve Class A common shares, on December 11, 2008, and (b) the
sum of (i) 74,072,185, which is the estimated number of outstanding Gold
Reserve Class A common shares as of November 12, 2008 (assuming full
conversion or exercise, prior to the Expiry Time of the Offer period, of all
outstanding and exercisable options and convertible Gold Reserve Notes for or
into Gold Reserve Class A common shares), and (ii) 701,736, which is
the estimated number of Gold Reserve Equity Units outstanding as of November 12,
2008, multiplied by (c) the exchange ratio of 3 Rusoro common shares for
each Gold Reserve share and Gold Reserve Equity Unit.
(2)
The amount of the filing fee is calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934,
as amended.
x
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the form or schedule
and the date of its filing.
Amount
Previously Paid:
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$2,644.75
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Filing
Party:
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Rusoro
Mining Ltd.
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Form of
Registration No.:
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Form F-10
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Date
Filed:
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December 15,
2008
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o
Check the box if the filing
relates solely to preliminary communications made before the commencement of
the tender offer.
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
x
third party tender offer subject to Rule 14d-1
o
issuer tender offer subject
to Rule 13e-4
o
going private transaction
subject to Rule 13e-3
o
amendment to Schedule 13D
under Rule 13d-2
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
This Tender Offer
Statement on Schedule TO (Schedule TO) is filed by Rusoro Mining Ltd., a
corporation existing under the Business Corporations Act (British Columbia (Rusoro).
This Schedule TO relates to the offer (the Offer) by Rusoro
to purchase 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), together with the associated rights (the SRP Rights) issued under
the Shareholder Rights Plan of Gold Reserve, and including any Gold Reserve
Equity that may become issued and outstanding after the date of this Offer but
prior to expiry time of the Offer, upon the conversion, exchange or exercise of
any securities of Gold Reserve (other than SRP Rights) that are convertible
into or exchangeable or exercisable for Gold Reserve Equity. Each Gold
Reserve Equity Unit is comprised of one Gold Reserve Class B common share
and one common share of Gold Reserve Corporation, a wholly owned subsidiary of Gold
Reserve, which Equity Units are convertible into Gold Reserve Shares on a
one-for-one basis. Each eligible holder of Gold Reserve Equity
will receive 3 Rusoro common shares for each Gold Reserve Share or Gold Reserve
Equity Unit validly tendered to the Offer.
The Offer is subject to the terms and conditions set forth in Rusoros
Offer to Purchase and Circular dated December 15, 2008 (the Offer and
Circular) and related Letter of Transmittal and Notice of Guaranteed Delivery,
copies of which are attached hereto as Exhibits (a)(1)(A),
(a)(1)(B), and (a)(1)(C) respectively.
As permitted by General
Instruction F to Schedule TO, the information set forth in the Offer
and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery,
including all schedules, exhibits and annexes thereto, is hereby expressly
incorporated by reference in response to all items of information required to
be included in, or covered by, this Schedule TO and is supplemented
by the information specifically provided herein.
Item 3. Identity and Background
of Filing Person
In the past five years,
to the best knowledge of Rusoro, none of the persons listed in Schedule B
to the Offer and Circular or the persons controlling Rusoro, if and as
applicable, (a) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (b) has been a party to
any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree
or final order enjoining such officer, director or person from future
violations of, or prohibiting activities subject to, U.S. federal or
U.S. state securities laws, or a finding of any violation of
U.S. federal or U.S. state securities laws.
Item 5. Past Contacts,
Transactions, Negotiations and Agreements
Except as described in
the Offer and Circular, during the past two years there have not been any
negotiations, transactions or material contacts between Rusoro or any of its
subsidiaries or, to the best knowledge of Rusoro, any of the persons listed in
Schedule B to the Offer and Circular, or any person controlling Rusoro,
if and as applicable, on the one hand, and Gold Reserve or any of its
directors, executive officers or affiliates, on the other hand, that are
required to be disclosed pursuant to this item.
Item 8. Interest in Securities of
the Subject Company
Except as described in
the Offer and Circular, neither Rusoro nor, to the best knowledge of Rusoro,
any of the persons listed in Schedule B to the Offer and Circular, or
any person controlling Rusoro, if and as applicable, or any associate or
majority-owned subsidiary of Rusoro or any of the persons listed in Schedule B
to the Offer and Circular, beneficially owns any equity security of Gold
Reserve; and except as described in the Offer and Circular, none of Rusoro or,
to the best knowledge of Rusoro, any of the persons listed in Schedule B
to the Offer and Circular, or any person controlling Rusoro, if and as
applicable, any associate or majority-owned subsidiary of Rusoro, has effected
any transaction in any equity security of Gold Reserve during the past
60 days.
Item 12. Exhibits
Exhibit
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Description
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(a)(1)(A)
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Offer
and Circular, dated December 15, 2008 (filed herewith).
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(a)(1)(B)
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Letter
of Transmittal (filed herewith).
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(a)(1)(C)
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Notice
of Guaranteed Delivery (filed herewith).
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(a)(1)(D)
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Annual
Information Form for the year ended December 31, 2007 dated December 12,
2008 (incorporated herein by reference to Rusoros Registration Statement on
Form F-10 filed with the Commission on December 15, 2008).
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(a)(1)(E)
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Audited
Consolidated Financial Statements, including the notes thereon, and together
with the auditors report, as at December 31, 2007 and 2006 and for each
of the years in the two-year period ended December 31, 2007, reconciled
to U.S. GAAP (incorporated herein by reference to Rusoros Registration
Statement on Form F-10 filed with the Commission on December 15,
2008).
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(a)(1)(F)
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Managements
Discussion and Analysis of Financial Condition and Results of Operations for
the year ended December 31, 2007 (incorporated herein by reference to
Rusoros Registration Statement on Form F-10 filed with the Commission
on December 15, 2008).
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2
(a)(1)(G)
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Management
Information Circular dated August 8, 2008 for Rusoros 2008 Annual
Meeting of Shareholders held on September 12, 2008 (incorporated herein
by reference to Rusoros Registration Statement on Form F-10 filed with
the Commission on December 15, 2008).
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(a)(1)(H)
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Unaudited
Interim Consolidated Financial Statements, including the notes thereon, as at
September 30, 2008 and December 31, 2007 and for the three months
and the nine months ended September 30, 2008 and 2007, reconciled to
U.S. GAAP (incorporated herein by reference to Rusoros Registration
Statement on Form F-10 filed with the Commission on December 15,
2008).
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(a)(1)(I)
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Managements
Discussion and Analysis of Financial Condition and Results of Operations as
at September 30, 2008 and for the three months and the nine months ended
September 30, 2008 (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
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(a)(1)(J)
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Material
change report dated July 20, 2008 announcing Rusoros partnering with
the Venezuelan Government for gold mining opportunities and the completion of
the acquisition of the Hecla-Venezuela assets, being the Block B Isidora
mining leases and the La Camorra mill facility in Bolivar State, Venezuela
(incorporated herein by reference to Rusoros Registration Statement on
Form F-10 filed with the Commission on December 15, 2008).
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(a)(1)(K)
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Material
change report dated July 11, 2008 announcing the grant by Rusoro of
4,160,000 incentive stock options to various directors, officers, employees
and consultants (incorporated herein by reference to Rusoros Registration
Statement on Form F-10 filed with the Commission on December 15,
2008).
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(a)(1)(L)
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Material
change report dated July 11, 2008 announcing the grant by Rusoro of an
additional 12,125,000 incentive stock options to directors, officers,
employees and consultants (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on December 15,
2008).
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(a)(1)(M)
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Material
change report dated June 29, 2008 announcing the closing of the second
tranche of its financing to acquire certain Venezuelan assets of Hecla Mining
Company (incorporated herein by reference to Rusoros Registration Statement
on Form F-10 filed with the Commission on December 15, 2008).
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(a)(1)(N)
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Material
change report dated June 20, 2008 announcing that Peter Hambro Mining
Plc. has agreed to make an investment in Rusoro and its affiliates as part of
its senior securities exchangeable loan, with the remainder of the loan being
funded by a syndicate (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
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(a)(1)(O)
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Material
change report dated June 2, 2008 announcing previously unreleased drill
results for all outstanding holes from 2007 and additional results from the
first quarter of 2008 (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
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(a)(1)(P)
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Material
change report dated May 26, 2008 announcing the appointment of
Mr. Matias Herrero as Vice President (Finance) and Gary Warnecke as
interim Chief Financial Officer (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
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(a)(1)(Q)
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Form 51-102F4
Business Acquisition Report (amended and restated) dated February 13,
2008 in respect of the Gold Fields Netherlands Services B.V. Business
Combination (incorporated herein by reference to Rusoros Registration
Statement on Form F-10 filed with the Commission on December 15,
2008).
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(a)(5)(A)
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Press
Release, dated December 15, 2008 relating to the launch of the Offer (incorporated herein by reference to
Rusoros filing pursuant to Rule 425 filed with the Commission on
December 15, 2008).
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(a)(5)(B)
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Notice
of Offer to Purchase all the outstanding Gold Reserve Equity of Gold Reserve
Inc. by Rusoro Mining Ltd. (incorporated
herein by reference to Rusoros filing pursuant to Rule 425 filed with
the Commission on December 15, 2008).
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(a)(5)(C)
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Investor
Presentation (incorporated
herein by reference to Rusoros filing pursuant to Rule 425 filed with
the Commission on December 15, 2008).
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(g)(1)
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Information
Agent Line Brief (incorporated
herein by reference to Rusoros filing pursuant to Rule 425 filed with
the Commission on December 15, 2008).
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3
SIGNATURES
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
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RUSORO
MINING LTD.
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(Registrant)
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By:
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/s/ Andre Agapov
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Andre Agapov
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Chief Executive Officer
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Date: December 15,
2008
4
Exhibit Index
Exhibit
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Description
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(a)(1)(A)
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Offer
and Circular, dated December 15, 2008 (filed herewith).
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(a)(1)(B)
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Letter
of Transmittal (filed herewith).
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(a)(1)(C)
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Notice
of Guaranteed Delivery (filed herewith).
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(a)(1)(D)
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Annual
Information Form for the year ended December 31, 2007 dated December
12, 2008 (incorporated herein by reference to Rusoros Registration Statement
on Form F-10 filed with the Commission on December 15, 2008).
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(a)(1)(E)
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Audited
Consolidated Financial Statements, including the notes thereon, and together
with the auditors report, as at December 31, 2007 and 2006 and for each
of the years in the two-year period ended December 31, 2007, reconciled
to U.S. GAAP (incorporated herein by reference to Rusoros Registration
Statement on Form F-10 filed with the Commission on December 15,
2008).
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(a)(1)(F)
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Managements
Discussion and Analysis of Financial Condition and Results of Operations for
the year ended December 31, 2007 (incorporated herein by reference to
Rusoros Registration Statement on Form F-10 filed with the Commission
on December 15, 2008).
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(a)(1)(G)
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Management
Information Circular dated August 8, 2008 for Rusoros 2008 Annual
Meeting of Shareholders held on September 12, 2008 (incorporated herein
by reference to Rusoros Registration Statement on Form F-10 filed with
the Commission on December 15, 2008).
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(a)(1)(H)
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Unaudited
Interim Consolidated Financial Statements, including the notes thereon, as at
September 30, 2008 and December 31, 2007 and for the three months
and the nine months ended September 30, 2008 and 2007, reconciled to
U.S. GAAP (incorporated herein by reference to Rusoros Registration Statement
on Form F-10 filed with the Commission on December 15, 2008).
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|
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(a)(1)(I)
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Managements
Discussion and Analysis of Financial Condition and Results of Operations as
at September 30, 2008 and for the three months and the nine months ended
September 30, 2008 (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
|
|
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(a)(1)(J)
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Material
change report dated July 20, 2008 announcing Rusoros partnering with
the Venezuelan Government for gold mining opportunities and the completion of
the acquisition of the Hecla-Venezuela assets, being the Block B Isidora
mining leases and the La Camorra mill facility in Bolivar State, Venezuela
(incorporated herein by reference to Rusoros Registration Statement on
Form F-10 filed with the Commission on December 15, 2008).
|
|
|
|
(a)(1)(K)
|
|
Material
change report dated July 11, 2008 announcing the grant by Rusoro of 4,160,000
incentive stock options to various directors, officers, employees and
consultants (incorporated herein by reference to Rusoros Registration
Statement on Form F-10 filed with the Commission on December 15,
2008).
|
|
|
|
(a)(1)(L)
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Material
change report dated July 11, 2008 announcing the grant by Rusoro of an
additional 12,125,000 incentive stock options to directors, officers,
employees and consultants (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
|
|
|
|
(a)(1)(M)
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|
Material
change report dated June 29, 2008 announcing the closing of the second
tranche of its financing to acquire certain Venezuelan assets of Hecla Mining
Company (incorporated herein by reference to Rusoros Registration Statement
on Form F-10 filed with the Commission on December 15, 2008).
|
|
|
|
(a)(1)(N)
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|
Material
change report dated June 20, 2008 announcing that Peter Hambro Mining
Plc. has agreed to make an investment in Rusoro and its affiliates as part of
its senior securities exchangeable loan, with the remainder of the loan being
funded by a syndicate (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
|
|
|
|
(a)(1)(O)
|
|
Material
change report dated June 2, 2008 announcing previously unreleased drill
results for all outstanding holes from 2007 and additional results from the
first quarter of 2008 (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
|
|
|
|
(a)(1)(P)
|
|
Material
change report dated May 26, 2008 announcing the appointment of
Mr. Matias Herrero as Vice President (Finance) and Gary Warnecke as
interim Chief Financial Officer (incorporated herein by reference to Rusoros
Registration Statement on Form F-10 filed with the Commission on
December 15, 2008).
|
|
|
|
(a)(1)(Q)
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|
Form 51-102F4
Business Acquisition Report (amended and restated) dated February 13,
2008 in respect of the Gold Fields Netherlands Services B.V. Business
Combination (incorporated herein by reference to Rusoros Registration
Statement on Form F-10 filed with the Commission on December 15,
2008).
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5
(a)(5)(A)
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Press
Release, dated December 15, 2008 relating to the launch of the Offer (incorporated herein by reference to
Rusoros filing pursuant to Rule 425 filed with the Commission on
December 15, 2008).
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(a)(5)(B)
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Notice
of Offer to Purchase all the outstanding Gold Reserve Equity of Gold Reserve
Inc. by Rusoro Mining Ltd. (incorporated
herein by reference to Rusoros filing pursuant to Rule 425 filed with
the Commission on December 15, 2008).
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(a)(5)(C)
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Investor
Presentation (incorporated
herein by reference to Rusoros filing pursuant to Rule 425 filed with
the Commission on December 15, 2008).
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(g)(1)
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Information
Agent Line Brief (incorporated
herein by reference to Rusoros filing pursuant to Rule 425 filed with
the Commission on December 15, 2008).
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6
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