Gold Reserve Obtains Shareholder Approval and Final Order for Return of Capital Transaction
13 Juin 2019 - 11:29PM
Business Wire
Gold Reserve Inc. (TSXV: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “Company”) is pleased to announce that,
at the annual general and special meeting of holders (the
“Shareholders”) of its Class A common shares (the “Class
A Shares”) held today (the “Meeting”), Shareholders
overwhelmingly voted in favour of the special resolution (the
“Arrangement Resolution”) to approve the previously
announced return of capital transaction by way of a plan of
arrangement (the “Return of Capital Transaction”). Subject
to the terms and conditions of the plan of arrangement,
Shareholders will receive approximately US$75 million, or
approximately US$0.76 per Class A Share.
The Arrangement Resolution required approval by at least
two-thirds of the votes cast by Shareholders present in person or
represented by proxy at the Meeting. The Arrangement Resolution was
approved by approximately 99% of the votes cast by all of the
Shareholders eligible to vote at the Meeting.
Gold Reserve also obtained today the final order of the Alberta
Court of Queen’s Bench which was required to complete the Return of
Capital Transaction. It is expected that the Return of Capital
Transaction will be completed on June 14, 2019. Full details of the
Return of Capital Transaction are described in the Company’s
management proxy circular and other related materials. Those
documents are available without charge on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov and are posted on the Company’s website
at www.goldreserveinc.com.
In addition to approval of the Arrangement Resolution,
Shareholders also elected James H. Coleman, Rockne J. Timm, A.
Douglas Belanger, James P. Geyer, Jean Charles Potvin, Robert A.
Cohen and James Michael Johnston as directors of Gold Reserve to
hold office until the next annual meeting or until their successors
are duly elected or appointed, appointed PricewaterhouseCoopers LLP
as auditors of the Company and received the audited financial
statements of the Company for the year ended December 31, 2018.
Registered Shareholders are required to submit a letter of
transmittal to Computershare Trust Company of Canada, the Company’s
transfer agent, to receive the distribution payable pursuant to the
Return of Capital Transaction. Non-registered Shareholders will
have the distribution payable pursuant to the Return of Capital
Transaction recorded in their accounts by their intermediaries and
should contact their intermediaries with any questions about this
process.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This release contains “forward-looking statements” within the
meaning of applicable U.S. federal securities laws and
“forward-looking information” within the meaning of applicable
Canadian provincial and territorial securities laws and state Gold
Reserve’s and its management’s intentions, hopes, beliefs,
expectations or predictions for the future including without
limitation statements with respect to the completion of the Return
of Capital Transaction. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by management at this time, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies.
We caution that such forward-looking statements involve known
and unknown risks, uncertainties and other risks that may cause the
actual outcomes, financial results, performance, or achievements of
Gold Reserve to be materially different from our estimated
outcomes, future results, performance, or achievements expressed or
implied by those forward-looking statements, including without
limitation the timing for the completion of the Return of Capital
Transaction and the anticipated tax treatment for Shareholders of
the Return of Capital Transaction. This list is not exhaustive of
the factors that may affect any of Gold Reserve’s forward-looking
statements. For a more detailed discussion of the risk factors
affecting the Company’s business, see the Company’s Annual
Information Form and Management’s Discussion & Analysis for the
year ended December 31, 2018 which have been filed on SEDAR and are
available under the Company’s profile at www.sedar.com and which
form part of the Company’s Form 40-F for the year ended December
31, 2018 which have been filed on EDGAR and are available under the
Company’s profile at www.sec.gov/edgar.
Investors are cautioned not to put undue reliance on
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to Gold Reserve or persons
acting on its behalf are expressly qualified in their entirety by
this notice. Gold Reserve disclaims any intent or 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, future events or otherwise, subject to
its disclosure obligations under applicable rules promulgated by
the Securities and Exchange Commission and applicable Canadian
provincial and territorial securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20190613005785/en/
Gold Reserve Inc.A. Douglas Belanger, President999 W.
Riverside Ave., Suite 401Spokane, WA 99201 USATel. (509)
623-1500Fax (509) 623-1634
Gold Reserve (TSXV:GRZ)
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