- Filing of certain prospectuses and communications in connection with business combination transactions (425)
19 Dezember 2008 - 6:36PM
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 19, 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
Reports Record Gold Production and
Record
Low Cash Costs at Choco 10
December 19,
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 report
that it has achieved record gold production at historically low cash costs at its
Choco 10 mine for November 2008. The Company also reports that operations
at the Isidora mine continue to exceed its expectations. Both mines are located near the town of El
Callao in Bolivar State, Venezuela.
Recent production highlights include:
·
Record Production.
The Choco 10 mill produced 13,475
oz of gold in November 2008. This
marks a monthly record for 2008 and can be attributed to a record month of ore
processed from the Choco 10 mine which produced 9,170 ounces of gold with the
other 4,305 ounces of gold coming from ore processed from the near-by Isidora
gold mine.
·
Record Cash Costs.
Cash costs at the Choco mill were a record low for November at US$385
per ounce of gold. The vast improvement
is the culmination of a number of initiatives which include, improvements made
to the haulage fleet availabilities, mill availabilities and optimization of
the primary mine haulage contract.
·
Record Ore Processed.
The number of tonnes of ore processed through the Choco 10 mill has
continued to impress with 193,796 tonnes processed in November.
Rusoro President, George Salamis states, The Company is extremely
encouraged that the months of hard work by Rusoros operations team to optimize
production at Choco 10 have resulted in the operations reaching these
milestones. We have a number of
initiatives that are on-going and the Company is optimistic that further
reductions in our operational cash costs are achievable at the mines.
Rusoro CEO, Andre Agapov states further that, To be able to report
cash cost numbers from the Choco 10 mill which are under $400 US per ounce is a
major achievement. To have arrived here in less than a year is a real tribute
to the dedication of our workforce.
November: Mining and Milling
Total ore processed at the Choco 10 mill in November was 193,796 tonnes. The total gold
recovered at the plant was 15,593
ounces with a total of 13,475 ounces
poured during the month of November
.
As a breakdown of ounces produced, gold recovered from Choco 10 ore
processing recovered 9,246 ounces,
with 9,170 ounces
poured during the month. This is a record
monthly amount of gold poured for Choco 10 in 2008.
1
Isidora gold ore processed at the Choco 10 mill resulted in 6,347 ounces of gold recovered and 4,305 ounces
of
gold poured during the month of
November. Significant ore
development has now been completed at the Isidora mine which will allow the
Company to sustain the current production levels moving forward. Additionally the Company will continue to
optimize efficiency and lower its costs for its mining operations at the mine.
For the month of November 2008, the operational cash costs at the
Choco mill for the combined gold produced from the Choco and Isidora mines was US$385
per ounce.
About Rusoro Mining
Rusoro Mining is a junior
gold producer with a large land position in the prolific Bolivar State region
of Venezuela. The Company operates the
Choco 10 and Isidora Mines, processing the ore through the Choco Mill facility
near the town of El Callao. The Company
will produce approximately 100,000 ounces of gold in 2008 and is on schedule to
have two additional mines (Increible 6 and SREP) in production by Q3 2009 and
Q1 2010 respectively.
ON BEHALF OF THE
BOARD
George Salamis
President
* * *
* * * * *
For further information,
please contact:
George Salamis, President
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Ross Gatensbury, Investor
Relations
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Tel: +1 604 632 4044
Email: gsalamis@rusoro.com
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Tel: +1 604 632 4044
Email: gates@rusoro.com
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The TSX Venture Exchange has not
reviewed and does not take responsibility for the adequacy or accuracy of this
release
.
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, related litigation, 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
2
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, risks related to litigation; 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,
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.
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