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
INTERVIEW WITH GEORGE SALAMIS OF
RUSORO MINING
BRETT HARRIS (BNN-TV): Rusoro Mining
is a Vancouver-based junior gold miner with connections in Russia and gold
assets in Venezuela and right now the company is looking to position itself as
the top gold player in Venezuela with a hostile takeover bid for Gold Reserve.
And for more on that story we got Rusoros President George Salamis joining us
now from Vancouver.
GEORGE SALAMIS (President, Rusoro
Mining): Good morning, great to be back on the show.
BRETT HARRIS: First of all, as we
said youve made some pretty hefty acquisitions in Venezuela, youre looking to
make more, tell us again what is it about Venezuela thats so attractive for
you?
GEORGE SALAMIS: Well, I mean, first
off its probably one of the most well-endowed places, geographical areas on
the planet from a resource perspective, huge gold endowments certainly, and weve
found it very easy to operate in our operating history in the past couple of
years down there so its very attractive for us and our shareholders.
BRETT HARRIS: Whats the secret of
your ability to operate there where so many other companies though have not
been able to do very well? You have a very mercurial President in Hugo Chavez
who, you know, can change his mind. How is it that youre managing to succeed
where other are failing?
GEORGE SALAMIS: Well I think its
really sort of delivering on the promises that we make to the Venezuelan
government. The Venezuelan government has called us in on specific occasions
to cleanup situations that have been
bad for previous owners of mining assets down in Venezuela, specifically last
year we acquired the Choco 10 asset from Gold Fields and that was a situation
that was fraught with problems. In a very short period of time we turned those
problems around. The government had a huge problem with respect to labour
issues, with respect to community issues. They called us in, they knew we had
an operating track record. We resolved those issues very quickly and the
government is very happy with our track record down there. Roll the clock
forward to July of this year, we acquired certain gold assets from Hecla
Mining and again, similar situation, operations that we fraught with problems
and straight out of the gate we resolved labour issues, community issues and
the government likes what were doing down there.
BRETT HARRIS: What is it about your
relationship with the government? I understand much of it has to do with your
key investors from Russia and their relationship with the government. I mean
does it come down at a personal level here?
GEORGE SALAMIS: Look, two different
levels. Obviously the Russian-Venezuelan synergies that have developed over the
last few years are a benefit to us but again it really comes down to our
operating track record in Venezuela, our ability to deal with the communities.
Weve got a very strong Venezuelan presence on the ground that gets things
done, gets permitting done, builds up and ramps up production on mines. So
again, its a two level approach for us.
BRETT HARRIS: All right, well lets
talks about your bid for Gold Reserve and for that Brisas project. What is the
status of the Brisas project now? The latest news, and theres still a bit of
confusion about this, is that the government has rescinded Gold Reserves
rights to develop the Brisas reserve. Whats your understanding?
GEORGE SALAMIS: Well I cant comment
on whats been said in the Venezuelan press regarding the status of their
permits. What I can comment on is the Kilometre 88 situation is a situation
that has been fraught with problems for 15 years. Gold Reserve (inaudible) been
waiting for production out of that district for 15 years and its a situation
that we think that we can resolve again through our track record of delivering
on assets to the benefit of communities
in Venezuela. And again, we have the
government on side with what weve done in the past so we have reason to
believe that we can push those assets forward to the benefit of Gold Reserve
shareholders.
BRETT HARRIS: Now Gold Reserve
obviously is suing. Theyre alleging that your relationship with Endeavour is
giving you access to confidential information that they have from a previous
relationship with Gold Reserve. Whats your reaction to that?
GEORGE SALAMIS: Yeah, look, I mean
weve studied their claims. Their claims are totally unfounded. We believe that
their claims provided distraction in this process. We think it disenfranchises
their own shareholders from viewing a bid, a very lucrative bid thats on the
table and were going to seek to fight that. In the meantime the bid remains on
the table, open shareholders can continue to tender in this process and were
just going to move forward.
BRETT HARRIS: How have you valued
their assets though? They seem to feel that the bid thats on the table is
inadequate.
GEORGE SALAMIS: Well weve valued
the assets simply the way
the market values ourselves. Look, we think on a
combined basis this is going to be a very strong company and it gives Gold
Reserve shareholders instant access to actual gold production which is
something theyve been waiting for, for 15 years.
BRETT HARRIS: When does the bid
close and with all of this litigation are investors still able to tender to
that bid right now? Just clarify that for us.
GEORGE SALAMIS: Yes they are able to
tender their bid into this process. The bid closes, I believe, January 21st.
BRETT HARRIS: One more question for
you. I mean if your company is in such an advantageous position, obviously your
share price is not. What can you tell investors about that?
GEORGE SALAMIS: Look, everybody in
Venezuela has suffered, all companies, all foreign mining companies in terms of
their own valuations have suffered in the downturn specifically. Venezuelas
been hit particularly hard simply because of perception of risk in Venezuela.
So we believe that this transaction further serves to derisk the impression
that Venezuela is not a safe
place to invest in mining. We think
it truly is and our track record speaks for it.
BRETT HARRIS: All right George
thanks for coming in to tell us about this today. I appreciate it.
GEORGE SALAMIS: Thank you.
BRETT HARRIS: That was George
Salamis, President of Rusoro Mining and he joined us today from Vancouver. Now
coming up, more on Rusoro Mining plus well find out why some companies
flourish while others flounder in Latin America. Stay with us.
*****
Cautionary Note Regarding Forward-Looking Statements
This script, 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 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
script 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.
Gold Reserve (AMEX:GRZ)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Gold Reserve (AMEX:GRZ)
Historical Stock Chart
Von Jul 2023 bis Jul 2024