Rusoro Mining Ltd. (TSX VENTURE: RML) ("Rusoro" or the "Company")
has learned by way of Gold Reserve Inc. ("GRZ" or "Gold Reserve")
press release issued on or after 4:00 pm Eastern time on December
24, 2008, that the board of directors of Gold Reserve has amended
its shareholder rights plan (the "GRZ Plan") without obtaining GRZ
shareholder approval.
The amendments to the GRZ Plan include extending the definition
of a "Permitted Bid" under the GRZ Plan to exclude a bid from an
entity which has confidential information about Gold Reserve that
hasn't executed a confidentiality and standstill agreement within
three months prior to the commencement of that bid. These highly
unusual amendments do not have any impact on Rusoro's previously
announced bid to acquire certain securities of Gold Reserve (the
"Bid") as Rusoro does not, and at the time of the Bid did not, have
confidential information about Gold Reserve.
Andre Agapov, CEO of Rusoro stated, "Although the Bid is not
affected by these amendments, this appears to be another drastic
attempt by entrenched management of GRZ to prevent Gold Reserve
shareholders from deciding to tender to the Bid. We are
disappointed at these tactics but we are determined to ensure that
Gold Reserve shareholders are not disenfranchised."
As of December 12, 2008 (the last trading day before the Bid was
announced), the Bid represented a value of C$1.08 per Gold Reserve
share, a premium of 140% on the closing prices and 209% on the
30-day volume weighted average prices, using Rusoro's and GRZ's
share prices for the relevant trading days on the TSX Venture
Exchange and the Toronto Stock Exchange respectively.
In order to allow Gold Reserve shareholders to consider the Bid
on its merits, Rusoro intends to seek an order cease trading the
rights under the GRZ Plan prior to the expiry of the Bid. The Bid
is set to expire at midnight at the end of January 21, 2009. Gold
Reserve shareholders are free to tender their shares to the Bid at
any time prior to such time.
Rusoro's financial advisor is Endeavour Financial International
Corporation, its Canadian legal counsel are Blake, Cassels &
Graydon LLP and Anfield, Sujir, Kennedy & Durno and its US
legal counsel are Gersten Savage LLP and Dorsey & Whitney
LLP.
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, 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 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, 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,
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
Rusoro Mining (TSXV:RML)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Rusoro Mining (TSXV:RML)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024