- Filing of certain prospectuses and communications in connection with business combination transactions (425)
09 Februar 2009 - 8:13PM
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 9, 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
OSC SETS HEARING DATE TO CONSIDER
CEASE TRADE OF GOLD RESERVE POISON PILL
February 9, 2009
Vancouver, Canada Rusoro Mining Ltd.
(TSX-V:RML) (Rusoro or the Company)
confirmed that the Ontario Securities Commission
(the OSC) has set a hearing date to consider cease trading Gold Reserve Inc.s
shareholders rights plan pursuant to an application made by Rusoro in
connection with its takeover bid for Gold Reserve Inc. (Gold Reserve). The hearing before the OSC will take place
Thursday, February 12, 2009 at 10:00 am Eastern Time.
Rusoro has made an application to
the OSC requesting that the OSC issue a permanent order pursuant to section 127
of the Ontario Securities Act that trading cease in respect of any securities
issued, or to be issued, under or in connection with Gold Reserves
shareholders rights plan (more commonly known as a poison pill), including trading
in respect of the rights issued under the plan and any common shares of Gold
Reserve to be issued upon the exercise of the rights. An order cease trading
the poison pill would effectively waive the application of the pill to Rusoros
offer and would allow Rusoro to take up shares pursuant to the Offer without
triggering the pill. Rusoro will issue a
press release providing any updates with respect to the poison pill as
appropriate following completion of the OSC hearing.
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
.
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 the Choco
10 mill facility near the town of El Callao. The Company produced over 100,000
ounces of gold in 2008 and is on schedule to have two additional mines
(Increible 6 and SREP) in production by Q4 2009 and Q1 2010 respectively.
ON BEHALF OF THE BOARD
George Salamis
President
For further information, please contact:
George Salamis, President
Tel: +1 604 632 4044
Email: gsalamis@rusoro.com
Ross Gatensbury, Investor
Relations
Tel: +1 604 632 4044
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, 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 press release 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 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 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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