- Filing of certain prospectuses and communications in connection with business combination transactions (425)
22 Januar 2009 - 11:23PM
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: January 22, 2009
Interview of James West
OUTLOOK FOR GOLD
BRETT HARRIS (BNN): All right, were talking
gold today on Commodities and for more on the outlook for gold and the business
of mining for gold in South America weve got James West joining us this
morning. He is editor of MidasLetter.com, a newsletter that tracks global
developments in the gold sector and hes in Vancouver this morning as well.
James, good to have you with us.
JAMES WEST (Editor, The Midas Letter): Thank
you, good to be here.
HARRIS: Im not sure if you heard any of our
last interview, but we were just talking to the folks at Rusoro about their
apparent success in Venezuela. Whats your take on this company? Why they seem
to be able to do better than other companies have fared in Venezuela right now,
with the volatile political situation there?
WEST: Well, I think primarily the involvement
of the Agapovs, who are Russian nationals with strong connections to the
Russian business environment, in that theyre involved, and Russia and
Venezuela have a shared ideological identity. That certainly is a foundation
for an environment that is conducive to a positive business relationship. So I
think theres that fact, plus the fact that theyve been able to embrace the
50/50 socialist business partnership that is particularly attractive to
Venezuelan president Hugo Chavez at this point, has enabled them to move
forward, and as George said earlier, their track record speaks for itself.
HARRIS: Do you think that relationship has
sticking power given, again, the mercurial nature of Hugo Chavez?
WEST: Well, absolutely. With the change in
economic environment the political environment changes as well. So we heard Mr. Chavez
sort of welcome with open arms foreign multinationals back to the oil patch.
Certainly that attitude is now going to extend to mining, and in terms of how long
its going to last, well if youve got a partner that shares a ideological
identity with you and you have demonstrated to each other that you can conduct
business and move projects forward in a timely fashion, then, I would think
regardless of future changes in the political and the economic environment,
this relationship will endure.
HARRIS: What about this hostile bid for Gold
Reserve? Theyve had pretty good success picking up some assets there from
Hecla, from Gold Fields. Do you think they have a good chance of succeeding
with this one?
WEST: Well I think if I was a shareholder of
Gold Reserve I would look at the situation, I would look at Rusoros track
record. Getting three shares of Rusoro for one of Gold Reserve is a bargain in
my mind and I think that Rusoro has demonstrated theyve got the relationships,
the expertise, and the track record to move that project into production before
anybody else does.
The government has demonstrated clearly theyre
disinclined to do business with certain foreign national companies. That does
not apply to Rusoro.
HARRIS: The waters been muddied a little bit
with Endeavour Financial getting involved. They did do some work for Gold
Reserve. Now theyre doing some work with Rusoro and Gold Reserve is saying
they have access to privileged information over that, so theyre suing. Is that
going to throw a big roadblock in the way?
WEST: Well, that complicates things at this
point in time. However, when Gold Reserve retained Endeavour, for whatever services
they say Endeavour rendered, they certainly must have known that Rusoro was
also a client and if they didnt know then its sort of a breakdown in due
diligence in their case. I dont see it having any lasting effect on the
takeover bid. I think the shareholders are going to drive a positive outcome to
that whole situation.
Cautionary Note
Regarding Forward-Looking Statements
This script, the Take-Over Bid and Circular, the Notice of Variation,
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 has mailed an Offer and Circular and Notice of Variation (each of which are
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, TENDER
OFFER STATEMENT, OFFER AND CIRCULAR, NOTICE OF VARIATION AND ANY OTHER RELEVANT
DOCUMENTS FILED OR 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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