- Amended tender offer statement by Third Party (SC TO-T/A)
16 Dezember 2008 - 11:17PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO/A
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)
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 Amendment No. 1
(this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO filed December 15, 2008 (as so amended, the Schedule TO) 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 have been filed as Exhibits (a)(1)(A), (a)(1)(B),
and (a)(1)(C) respectively, to the Schedule TO.
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.
Capitalized terms used
herein and not defined herein have the respective meanings assigned to such
terms in the Offer and Circular, as supplemented and amended. Except as
specifically provided herein, this amendment does not modify any of the
information previously reported on the Schedule TO.
Item 12. Exhibits
Item 12 of the Schedule TO is amended and supplemented
by adding the following:
Exhibit
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Description
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(a)(5)(D)
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Press Release, dated
December 15, 2008 relating to the launch of the Offer (incorporated herein by
reference to Rusoros corrected (second) filing pursuant to Rule 425 filed
with the Commission on December 15, 2008).
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(a)(5)(E)
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Press Release, dated
December 16, 2008 relating to Rusoros commitment to its bid for Gold Reserve
(incorporated herein by reference to Rusoros filing pursuant to Rule 425
filed with the Commission on December 16, 2008).
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2
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 16,
2008
3
Exhibit Index
Exhibit
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Description
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(a)(5)(D)
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Press Release, dated
December 15, 2008 relating to the launch of the Offer (incorporated herein by
reference to Rusoros corrected (second) filing pursuant to Rule 425 filed
with the Commission on December 15, 2008).
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(a)(5)(E)
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Press Release, dated
December 16, 2008 relating to Rusoros commitment to its bid for Gold Reserve
(incorporated herein by reference to Rusoros filing pursuant to Rule 425
filed with the Commission on December 16, 2008).
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