Rusoro Mining Ltd. (TSX VENTURE: RML) ("Rusoro" or the "Company") -
Rusoro has mailed its offer and circular prepared in connection
with its offer to purchase (the "Offer") all of the outstanding
Class A common shares and equity units of Gold Reserve Inc. ("Gold
Reserve") to Gold Reserve shareholders. Rusoro announced the Offer
on December 15, 2008. Under the Offer, Gold Reserve shareholders
and equity unitholders are entitled to receive three Rusoro common
shares for each Gold Reserve share or equity unit that is validly
deposited under the Offer. As of December 12, 2008 (the last
trading day before the Offer was announced), the Offer represented
a value of C$1.08 per Gold Reserve share, a premium of 140% on
closing prices and 209% on the 30-day volume weighted average
prices, using Rusoro's and Gold Reserve's share prices for the
relevant trading days on the TSX Venture Exchange and Toronto Stock
Exchange, respectively.
On December 18, 2008, Rusoro filed an amended offer and circular
which includes updated unaudited pro forma financial information
for Rusoro as at and for the nine-month period ended September 30,
2008 and for the fiscal year ended December 31, 2007. In light of
the amended filing, Rusoro will not object if the directors of Gold
Reserve file their circular in response to the Offer no later than
January 2, 2009.
The Offer will be open for acceptance until 12:00 midnight
Eastern time, at the end of January 21, 2009, unless the offer is
extended or withdrawn by Rusoro.
ON BEHALF OF THE BOARD
Andre Agapov, Chief Executive Officer
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE
COMPANY'S INFORMATION AGENT:
Georgeson
North American Toll Free Number: 1-888-605-7615
Banks and Brokers call collect: 1-212-806-6859
Cautionary Note Regarding Forward-Looking Statements
This press release, the Take-Over Bid and Circular, 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, 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 Rusoro's current expectations; (5)
permitting and development proceeding on a basis consistent with
Rusoro's 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 Rusoro's
current mineral reserve and mineral resource estimates; and (11)
labour and materials costs increasing on a basis consistent with
Rusoro's 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,
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, Rusoro's 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 Rusoro's 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 (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 AND OFFER AND CIRCULAR AND ANY OTHER
RELEVANT DOCUMENTS 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 SEC's 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.
The TSX Venture Exchange has not reviewed and does not take
responsibility for the adequacy or accuracy of this release.
Contacts: Rusoro Mining Ltd. George Salamis President (604)
632-4044 or Toll Free: 1-800-668-0091 Email: gsalamis@rusoro.com
Rusoro Mining Ltd. Ross Gatensbury Investor Relations (604)
632-4044 or Toll Free: 1-800-668-0091 (604) 632-4045 (FAX) Email:
gates@rusoro.com Website: www.rusoro.com
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