- Filing of certain prospectuses and communications in connection with business combination transactions (425)
23 Dezember 2008 - 10:43PM
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 23, 2008
FORM 51-102F3
Material Change Report
ITEM 1.
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NAME AND ADDRESS OF COMPANY
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Rusoro
Mining Ltd. (the
Issuer
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2164
1055 Dunsmuir Street
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Vancouver,
BC V7X 1B1
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ITEM
2.
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DATE
OF MATERIAL CHANGE
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December 19,
2008
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ITEM
3.
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NEWS
RELEASE
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Issued
December 19, 2008 and distributed through the facilities of Marketwire.
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ITEM
4.
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SUMMARY
OF MATERIAL CHANGE
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The Issuer announced results of
operations for its Choco 10 and Isidora mines.
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ITEM
5.
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FULL
DESCRIPTION OF MATERIAL CHANGE
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The
Issuer reported that it has achieved record gold production at historically low
cash costs at its Choco 10 mine for November 2008. The Issuer 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.
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.
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 Issuer to sustain the
current production levels moving forward.
Additionally the Issuer 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.
ITEM
6.
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RELIANCE
ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
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Not
Applicable.
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ITEM
7.
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OMITTED
INFORMATION
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There
are no significant facts required to be disclosed herein which have been
omitted.
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ITEM
8.
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EXECUTIVE
OFFICER
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Contact:
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George
Salamis, President
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Telephone:
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604.632.4044
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ITEM
9.
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DATE
OF REPORT
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December 23,
2008
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Cautionary Note Regarding
Forward-Looking Statements
This material change report, 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.
2
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 material change report 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 has mailed 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
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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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