- Filing of certain prospectuses and communications in connection with business combination transactions (425)
26 Januar 2009 - 8:04PM
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 26,
2009
FORM 51-102F3
Material
Change Report
ITEM 1. NAME AND ADDRESS OF COMPANY
Rusoro Mining Ltd. (the
Issuer
)
2164 1055 Dunsmuir Street
Vancouver, BC V7X 1B1
ITEM 2. DATE OF MATERIAL
CHANGE
January 14, 2009
ITEM 3. NEWS RELEASE
Issued January 14,
2009 and distributed through the facilities of Marketwire.
ITEM 4. SUMMARY OF MATERIAL
CHANGE
The Issuer
announced results of operations for its Choco 10 and Isidora mines for Q4 2008
and announced the advancement of an Environmental Permit to Mine at Increible
6.
ITEM 5. FULL DESCRIPTION OF
MATERIAL CHANGE
The Issuer reported that
it has reached record quarterly gold production (38,868 ounces) in Q4 2008 and
record low cash costs ($US358 per ounce) for the same period at its Choco 10
operations. The Issuer also reported
that the Ministric of Basic Industries and Mining (MIBAM) approved the
technical, financial and environmental study for the Issuers Increible 6 Gold
Project.
The Issuers December monthly
results capped a record quarter at the Issuers Choco 10 operations. December was the third consecutive month
in which the Choco 10 mill achieved record gold production at historically low
cash costs. The mill processes ore from
the Companys Choco 10 and Isidora mines located near the town of El Callao in
Bolivar State, Venezuela. Recent
production highlights and related (unaudited) costs include:
·
Record
Quarterly Operations in Q4 2008.
In Q4 2008, the Choco 10 mill
produced 38,868 ounces of gold at a cost of US$358 per ounce marking the best
quarter in the history of the Choco 10 mill.
This also marks the first full quarter of positive cash flow from
operations at the Choco 10 mill.
·
Record December Monthly
Production.
The Choco 10 mill
produced 14,261 ounces of gold
in December 2008. This marks the
third consecutive month of record gold production and can be attributed to high
volumes of ore processed from the Choco 10 mine which produced 9,234 ounces of
gold with the other 5,027 ounces of gold coming from ore processed from the
near-by Isidora gold mine.
·
Record December Monthly
Cash Costs.
Cash costs at the
Choco 10 mill were a record low for December at US$347 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, modifications made to the
primary mine haulage contract and optimization of the mine plan.
Increible
6 Permits
The Issuer reported that
MIBAM approved the study on the technical, financial, and environmental merits
for the Issuers Increible 6 Gold Project.
The approval for the Certificate of Exploitation was published in
Venezuelas Official Gazette on December 23, 2008. The Exploitation Certificate is expected by
the Issuer prior to January 23, 2009 at which time the application will be
made for the Permit to Affect Natural Resources. The permitting process remains on track for
production from Increible 6 in 2009.
The Issuers 100% owned Increible 6 gold mine is located 6 km from the
Choco 10 mill. It is the Issuers
intention to process ore from Increible 6 at the Choco mill commercially in mid
to late 2009. The Increible 6 mine is host to 1,587,000 ounces indicated (23.5
Mt @ 2.11g/t Au) and 1,100,000 ounces inferred (17.5 Mt @ 1.95g/t Au) (see News
Release Nov. 15, 2007), which Rusoro has advanced through discovery,
delineation and now development.
Increible 6, along with Choco 10, is currently the subject of a scoping
study (PEA), looking at production expansion alternatives for the future.
Q4 :
Mining and Milling
Total ore processed at
the Choco 10 mill in Q4 2008 was 600,774
tonnes. The total gold produced at the mill was 38,868 ounces during Q4
2008. This is a record amount of gold poured in any quarter at the Choco 10
mill. Of the 38,868 ounces
produced for the quarter, 11,903 ounces were produced from Isidora gold ore
processed at the Choco 10 mill and 26,965 ounces came from the Choco 10
mine. Significant ore development has
now been completed at the Isidora mine which the Issuer believes will allow it
to sustain Isidoras current production levels moving forward. Additionally, the Issuer will continue to
optimize efficiency and conduct exploration for the purpose of converting gold
resources to minable reserves at Isidora.
For Q4 2008, the
operational cash costs (unaudited) at the Choco 10 mill for the combined gold
produced from the Choco 10 and Isidora mines was US$358 per ounce.
Qualified Person
:
Mr. Gregory Smith, P.Geo, the Vice-President Exploration of the Company,
is the Qualified Person as defined by National Instrument 43-101, and is responsible
for the accuracy of the scientific and technical aspects of this news release.
ITEM 6. RELIANCE
ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not Applicable.
ITEM 7. OMITTED INFORMATION
There are no significant
facts required to be disclosed herein which have been omitted.
ITEM 8. EXECUTIVE OFFICER
Contact:
|
|
George Salamis,
President
|
Telephone:
|
|
604.632.4044
|
ITEM 9. DATE OF REPORT
January 26,
2009
2
Cautionary Note Regarding Forward-Looking Statements
This
material change report, 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
3
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 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 AND NOTICE
OF VARIATION AND ANY OTHER RELEVANT DOCUMENTS FILD 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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