- Filing of certain prospectuses and communications in connection with business combination transactions (425)
02 Februar 2009 - 5:43PM
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: February 2, 2009
Suite 2164 1055
Dunsmuir Street, Four Bentall Centre
Vancouver, BC V7X 1B1
Tel: 604-632-4044 Fax:
604-632-4045 Toll Free 1 800-668-0091
Website: www.rusoro.com email: info@rusoro.com
RUSORO APPLIES FOR ORDER TO
TERMINATE
GOLD RESERVE POISON PILL
February 2,
2009
|
Trading Symbol (TSX-V): RML
|
Vancouver,
Canada Rusoro Mining Ltd. (TSX-V:RML) (Rusoro or the Company) announced
today
that in connection with its
takeover bid (the Bid) for Gold Reserve Inc. (Gold Reserve) it has applied
for an order from the Ontario Securities Commission (OSC) to cease trade Gold
Reserves shareholders rights plan (more commonly known as a poison pill). The OSC is expected to set a hearing date
shortly.
Rusoro expects the hearing to be held prior to the
expiry of its Bid, and it intends to issue a release announcing the hearing
date once it has been set. Rusoro will
also issue a press release providing any updates with respect to the poison
pill as appropriate following completion of the OSC hearing. Rusoro fully expects that the poison pill
will be cease traded and urges Gold Reserve shareholders to tender their shares
immediately.
Rusoro has
offered to acquire all of
the outstanding Class A common shares and equity units of Gold Reserve on
the basis of three Rusoro shares for each Gold Reserve share or equity
unit. The offer deadline is 5:00 p.m.
(Eastern time) on February 18, 2009 (the Expiry Date)
.
Rusoro has considered, amongst other matters, that
Gold Reserve will have had more than two months to consider Rusoros offer and
to table any alternatives by the Expiry Date. It is time for the poison pill to
be removed so that shareholders can respond to Rusoros offer.
About
Rusoro
Rusoro
is a junior gold producer with a large land position in the prolific Bolivar
State region of Venezuela. The Company operates the Choco 10 and Isidora mines,
processing the ore through
1
the
Choco 10 mill facility near the town of El Callao. The Company produced over
100,000 ounces of gold in 2008.
ON
BEHALF OF THE BOARD
George
Salamis
President
* * *
* * * * *
For
further information, please contact:
|
|
|
|
George Salamis, President
|
Ross Gatensbury, Investor
Relations
|
Tel: +1
604 632 4044
|
Tel: +1
604 632 4044
|
Email: gsalamis@rusoro.com
|
Email: gates@rusoro.com
|
ANY QUESTIONS OR REQUESTS
FOR ASSISTANCE MAY BE DIRECTED TO THE
COMPANYS INFORMATION AGENT:
North American Toll Free Number:
1-
888-605-7615
Banks and Brokers call collect: 1-212-806-6859
The TSX Venture Exchange has not reviewed and does not take
responsibility for the adequacy or accuracy of this release.
Cautionary
Note Regarding Forward-Looking Statement
This press release, the
Take-Over Bid and Circular, including the schedules attached therein, the
Notice of Variation, 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
press release does not constitute an offer to buy or an invitation to sell, any
of the securities of Rusoro or
3
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, THE
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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