SPOKANE, Wash.--(BUSINESS WIRE)--Jun. 14, 2019--
Gold Reserve Inc. (TSXV: GRZ) (OTCQX: GDRZF) (“Gold Reserve”
or the “Company”) is pleased to announce today the completion of
the previously announced return of capital transaction (the “Return
of Capital Transaction”) by way of a plan of arrangement (the “Arrangement”)
pursuant to which Gold Reserve will return to holders (the “Shareholders”)
of its Class A common shares (the “Class A Shares”) approximately
US$75 million or approximately US$0.76 per Class A Share. The
Arrangement was made effective at 12:01 (Pacific time) on June 14, 2019
(the “Effective Time”). Shareholders of record as of the close of
business on June 13, 2019 are entitled to receive the distribution
payable pursuant to the Return of Capital Transaction.
The completion of the Return of Capital Transaction follows the approval
of the Return of Capital Transaction by Shareholders at the Company’s
annual general and special meeting and the Company’s receipt of the
final order of the Alberta Court of Queen’s Bench, both of which were
obtained on June 13, 2019.
Registered Shareholders (those generally holding shares in their name)
are required to deposit certificates representing Class A Shares
together with a duly completed letter of transmittal to Computershare
Trust Company of Canada (“Computershare”), the Company’s transfer
agent and depositary for the Return of Capital Transaction, in order to
receive the distribution payable pursuant to the Return of Capital
Transaction. Non-registered Shareholders (generally those whose shares
are held in brokerage accounts) 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. Shareholders whose certificates
representing Class A Shares were received by Computershare prior to the
Effective Time are expected to receive the distribution payable pursuant
to the Return of Capital Transaction on or about June 19, 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.
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
distribution of funds payable to Shareholders pursuant to the Return of
Capital Transaction and the timing for completion thereof.
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 distribution of funds payable to Shareholders pursuant to 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190614005472/en/
Source: Gold Reserve Inc.
Gold Reserve Inc.
A. Douglas Belanger, President
Riverside Ave., Suite 401
Spokane, WA 99201 USA
Fax (509) 623-1634