- Filing of certain prospectuses and communications in connection with business combination transactions (425)
16 Dezember 2008 - 11:16PM
Edgar (US Regulatory)
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:
333-156117
Date: December 16, 2008
Suite 2164 1055 Dunsmuir Street, Four
Bentall Centre
Vancouver, BC V7X 1B1
Tel: 604-632-4044 Fax: 604-632-4045 Toll Free 1 800-668-0091
Website: www.rusoro.com email:
info@rusoro.com
RUSORO FULLY COMMITTED TO
ITS BID FOR GOLD RESERVE
December 16, 2008
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Trading
Symbol (TSX-V):RML
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Vancouver, Canada Rusoro Mining Ltd. (TSX-V:RML) (Rusoro
or the Company) is pleased to confirm its commitment to Gold Reserve
shareholders and equity unitholders in respect of its premium, 3-for-1,
all-share bid announced yesterday (the Bid). As of December 12,
2008 (the last trading day before the Bid was announced), the Bid represented a
premium of 140% on closing prices and 209% on the 30-day volume weighted
average prices, using Rusoros and Gold Reserves share prices for the relevant
trading days on the TSX Venture Exchange and Toronto Stock Exchange,
respectively. Rusoro is aware of the press release and market interviews
put forward by Gold Reserve management on December 15, 2008 and have been
advised by way of press release dated December 16, 2008 of a claim against
Rusoro and its financial advisor, Endeavour Financial, all of which set out
certain allegations against Rusoro and Endeavour Financial. We believe
these allegations are untrue and the Company will work with its legal and
financial advisors to vigorously defend itself against any such allegations to
ensure that Gold Reserve management allows its own shareholders the opportunity
to consider the Bid on its merits.
Andre Agapov, CEO of Rusoro stated: We are making
our premium bid directly to Gold Reserve shareholders and equity unitholders
because Gold Reserve management has consistently refused to enter into any
constructive dialogue on the matter. This is a logical combination that
has been analyzed and launched on the basis of publicly available
information. Our bid is about getting value for Gold Reserve and Rusoro
shareholders, not about entrenching management or distracting shareholders from
the opportunity to tender into an offer at a very large premium to the market
value that incumbent Gold Reserve management has achieved for their own
shareholders. We remain open to constructive discussions with the Gold Reserve
management team.
Rusoros financial advisor is Endeavour Financial International
Corporation, its Canadian legal counsel are Blake, Cassels & Graydon
LLP and Anfield, Sujir, Kennedy & Durno and its US legal counsel are
Gersten Savage LLP and Dorsey & Whitney LLP.
ON
BEHALF OF THE BOARD
Andre Agapov
Chief
Executive Officer
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For further information, please contact:
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George Salamis, President
Tel: +1 604 632 4044
Email: gsalamis@rusoro.com
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Ross Gatensbury, Investor Relations
Tel: +1 604 632 4044
Email: gates@rusoro.com
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ANY QUESTIONS OR REQUESTS
FOR ASSISTANCE MAY BE DIRECTED TO THE COMPANYS INFORMATION AGENT:
North
American Toll Free Number: 1-
888-605-7615
Banks
and Brokers call collect: 1-212-806-6859
Cautionary Note Regarding Forward-Looking Statements
This
press release, the Take-Over Bid and Circular, including the schedules attached
therein, the pro forma consolidated financial statements of the Company, and
some of the material incorporated by reference into the Circular, contain
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 of 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 Take-Over Bid
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
Rusoros current expectations; (5) permitting and development proceeding
on a basis consistent with Rusoros 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 Rusoros current mineral reserve and
mineral resource estimates; and (11) labour and materials costs increasing on a
basis consistent with Rusoros 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 Rusoro
does or may carry on business; business opportunities that may be presented to,
or pursued by Rusoro, Rusoros 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 Rusoros
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,
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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,
including those contained in the Circular: the Rusoro shares issued in
connection with the Take-Over Bid 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. All of the forward-looking statements
made in the Circular are qualified by these cautionary statements and those
made in the Circular itself. 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. Additional factors are noted elsewhere in the
Circular and in the documents incorporated by reference therein. 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.
MORE INFORMATION AND WHERE TO
FIND IT:
This press release does not
constitute an offer to buy or an invitation to sell, any of the securities of
Rusoro or Gold Reserve. Such an offer may only be made pursuant to a
registration statement and prospectus filed with the U.S. Securities and
Exchange Commission (the SEC) and an offer to purchase and circular filed
with Canadian securities regulatory authorities. Rusoro has filed with
the SEC a Registration Statement on Form F-10, a Tender Offer Statement on
Schedule TO and other documents and information, and expects to mail
an Offer and Circular (which is filed as an exhibit to the Registration
Statement and Tender Offer Statement) to Gold Reserve shareholders and
equity unitholders (collectively, the Equityholders) concerning the Offer and
the proposed combination of Rusoro and Gold Reserve. GOLD RESERVE
EQUITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE TENDER OFFER
STATEMENT AND OFFER AND CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
Gold Reserve Equityholders may obtain the documents free of charge at the
SECs website,
www.sec.gov
. In addition, documents filed with the SEC by Rusoro are available free
of charge from Rusoro. You should direct requests for documents to the
Corporate Secretary, Rusoro Mining Ltd., Suite 2164,
1055 Dunsmuir Street, Vancouver, British Columbia V7X 1B1, telephone
(604) 632-4044.
The TSX Venture Exchange has not reviewed and does not take
responsibility for the adequacy or accuracy of this release.
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