Gold Reserve Announces Signing of Definitive Restructuring Agreement in Connection with its 5.50% Senior Subordinated Convert...
30 Mai 2012 - 5:59PM
Business Wire
Gold Reserve Inc. (TSX VENTURE:GRZ) (NYSE MKT:GRZ) (the
“Company”) is pleased to announce that further to its news release
dated May 17, 2012, it has entered into a definitive agreement
generally encompassing the terms described in such news release
(the “Restructuring Agreement”) with the three largest holders (the
“Large Noteholders”) of its 5.50% Senior Subordinated Convertible
Notes due 2022 (the “Notes”) in connection with the proposed
restructuring of the Notes (the “Proposed Restructuring”). The
Large Noteholders hold 87.8% of the outstanding Notes.
The Proposed Restructuring is subject to shareholder approval
and to such consents as may be required under the indenture
governing the Notes (the “Indenture”). The Proposed Restructuring
will allow the Company to restructure its Notes with a combination
of cash, common shares, new terms for the remaining balance of the
Notes and a Contingent Value Right.
The full terms of the Proposed Restructuring, including the
Contingent Value Right and a summary of the amended terms of the
Notes, as well as an alternate transaction involving a short term
deferral of the Large Noteholders’ put right and amended Note terms
in the event Shareholders do not approve the Proposed
Restructuring, are set forth in the Restructuring Agreement, a copy
of which is being made available under the Company’s profile at
www.sedar.com. In addition, the material terms of the Proposed
Restructuring and other relevant information concerning the
Restructuring Agreement will be described in the Company’s Proxy
Statement/Information Circular to be sent shortly to shareholders
in connection with the Company’s upcoming annual and special
meeting scheduled to be held on June 27, 2012 to consider and
approve, among other things, the Restructuring.
This press release does not constitute an offer to purchase the
Notes pursuant to the put option. The offer to repurchase notes
pursuant to the put option is made solely by the “Company
Repurchase Notice to the Holders of Gold Reserve Inc. 5.50% Senior
Subordinated Convertible Notes due June 15, 2022” dated May 16,
2012, as the same may be amended.
Further information regarding the Company can be located at
www.goldreserveinc.com, www.sec.gov and www.sedar.com.
Certain information discussed in this press release constitutes
forward-looking statements and forward-looking information as
defined in Canadian securities laws. Although the Company believes
that the expectations reflected in such forward-looking statements
are based on reasonable assumptions, it can give no assurance that
its expectations will be achieved. Forward-looking information is
subject to certain risks, trends and uncertainties that could cause
actual results to differ materially from those projected. Among
those factors are the failure by the Company to obtain all required
approvals to complete the Restructuring in a timely matter, if at
all, as well as those outlined in the “Cautionary Statement
Regarding Forward-Looking Statements” and “Risks Factors” contained
in Gold Reserve’s filings with the Canadian provincial securities
regulatory authorities and U.S. Securities and Exchange Commission,
including Gold Reserve’s Annual Information Form and Annual Report
on Form 10-K, as amended, for the year ended December 31, 2011,
filed with the Canadian provincial securities regulatory
authorities and U.S. Securities and Exchange Commission,
respectively, as well as this release. The Company undertakes no
obligation to update any forward-looking statements except as
required by law.
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