SPOKANE, Wash.--(BUSINESS WIRE)--Jun. 13, 2019--
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
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190613005785/en/
Source: Gold Reserve Inc.
Gold Reserve Inc.
A. Douglas Belanger, President
Riverside Ave., Suite 401
Spokane, WA 99201 USA
Fax (509) 623-1634