- Filing of certain prospectuses and communications in connection with business combination transactions (425)
29 Januar 2009 - 11:11PM
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 29, 2009
RUSORO MINING LTD. OFFER TO
PURCHASE ALL OF THE OUTSTANDING
EQUITY OF GOLD RESERVE INC.
CUSIP: 380 68N 108
**VERY
IMPORTANT REMINDER**
TENDER TODAY
Rusoro Mining Ltd. (
Rusoro
or the
Offeror
),
hereby gives notice that it is amending and supplementing its offer dated December 15,
2008 (the
Offer
) to purchase,
upon the terms and subject to the conditions of the Offer, all of the issued
and outstanding Class A common shares (the
Gold Reserve
Shares
) of Gold Reserve Inc. (
Gold Reserve
),
and all of the issued and outstanding equity units (the
Gold Reserve Equity Units
and together with the Gold Reserve Shares, the
Gold Reserve
Equity
) of Gold Reserve, and including any Gold Reserve Equity that
may become issued and outstanding after the date of this Offer but prior to the
Expiry Time upon the conversion, exchange or exercise of any securities of Gold
Reserve (other than the SRP Rights, as hereinafter defined) that are
convertible into or exchangeable or exercisable for Gold Reserve Equity,
together with the associated rights (the
SRP Rights
)
issued under the Shareholder Rights Plan of Gold Reserve.
Each holder of Gold
Reserve Equity will receive three common shares of Rusoro (each a Rusoro
Share) for each Gold Reserve Share or Gold Reserve Equity Unit properly
deposited under the Offer, subject to adjustments for fractional shares.
The Offer has been
extended and is now open for acceptance until 5:00 p.m. (Eastern Time), on
February 18, 2009, unless the Offer is further extended or withdrawn.
Based on the closing price of the
Rusoro Shares on the TSX Venture Exchange (TSXV) on December 12, 2008,
the Offer represents a premium of approximately 140% over the closing price of
the Gold Reserve Shares on the Toronto Stock Exchange (TSX) for the same
date.
Based on the volume-weighted
average price of the Rusoro Shares on the TSXV for the 30 trading days ended December 12,
2008, the Offer represents a premium of
approximately 209% over the volume-weighted average price of the Gold Reserve
Shares on the TSX for the same period.
Based on the closing price of
Rusoro shares on the TSX Venture Exchange on January 19, 2009, the date
the extension to the Offer was announced, the Offer represents a value to Gold
Reserve shareholders of
C$2.01
per Gold Reserve share.
DTC has requested that all
tenders be submitted to them before
5:00p.m. (Eastern time) on February 17,
2009
For assistance in tendering your Gold Reserve
Equity, please contact:
Carl Clark
212-440-9901
MORE
INFORMATION AND WHERE TO FIND IT:
This notice
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 is filed
as an exhibit to the Registration Statement and Tender Offer Statement) to
Gold Reserve shareholders and equity unit holders (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 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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