UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of September 2014
Commission File Number: 001-31819
Gold Reserve Inc.
(Exact name of registrant as specified in its charter)
926 W. Sprague Avenue, Suite 200
Spokane, Washington 99201
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
The following exhibit is furnished with this Form 6-K:
99.1 News Release
Cautionary Statement Regarding Forward-Looking Statements and information
The information presented or incorporated by reference herein contains both historical information and "forward-looking statements" within the meaning of the relevant sections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and "forward-looking information" within the meaning of applicable Canadian securities laws, that state Gold Reserve Inc.’s (the “Company”) intentions, hopes, beliefs, expectations or predictions for the future. Forward-looking statements and forward-looking information are collectively referred to herein as "forward-looking statements".
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein and many of which are outside its control. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: collection of the amount awarded by the International Centre for Settlement of Investment Disputes ("ICSID"), in our arbitration against the Bolivarian Republic of Venezuela as compensation for the loss and damage resulting from Venezuela’s wrongful conduct (Gold Reserve Inc. v. Bolivarian Republic of Venezuela (ICSID Case No. ARB(AF)/09/1)), actions by the Venezuelan government, economic and industry conditions influencing the future sale of the Brisas Project related equipment, and conditions or events impacting the Company’s ability to fund its operations or service its debt.
Forward-looking statements involve risks and uncertainties, as well as assumptions, including those set out herein, that may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements. The words "believe," "anticipate," "expect," "intend," "estimate," "plan," "may," "could" and other similar expressions that are predictions of or indicate future events and future trends which do not relate to historical matters, identify forward-looking statements. Any such forward-looking statements are not intended to provide any assurances as to future results.
Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:
· Collection of the ICSID award related to our arbitration against the Bolivarian Republic of Venezuela;
· continued servicing or restructuring of our notes, convertible notes or other obligations as they come due;
· prospects for exploration and development of other mining projects by us;
· equity dilution resulting from the conversion of our convertible notes in part or in whole to our Class A Common Shares;
· value, if any, realized from the disposition of the remaining Brisas Project related assets;
· ability to maintain continued listing on the TSX Venture Exchange or continued trading on the OTCQB;
· competition with companies that are not subject to, or do not follow, Canadian and U.S. laws and regulations;
· corruption, uncertain legal enforcement and political and social instability;
· our current liquidity and capital resources and access to additional funding in the future if required;
· regulatory, political and economic risks associated with foreign jurisdictions including changes in laws and legal regimes;
· currency, metal prices and metal production volatility;
· adverse U.S., Canadian and/or Mexican tax consequences;
· abilities and continued participation of certain key employees; and
· risks normally incident to the exploration, development and operation of mining properties.
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This list is not exhaustive of the factors that may affect any of the company’s forward-looking statements. See "Risk Factors" contained in the Company's Annual Information Form and Annual Report on Form 40-F filed on sedar.com and sec.gov, respectively for additional risk factors that could cause results to differ materially from forward-looking statements.
Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company’s affairs since the date of this report that would warrant any modification of any forward-looking statement made in this document, other documents periodically filed with or furnished to the SEC or other securities regulators or documents presented on the Company’s website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company 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 the Company’s disclosure obligations under applicable U.S. and Canadian securities regulations. Investors are urged to read the Company’s filings with U.S. and Canadian securities regulatory agencies, which can be viewed online at www.sec.gov and www.sedar.com, respectively.
(Signature page follows)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 23, 2014
GOLD RESERVE INC. (Registrant)
By: /s/ Robert A. McGuinness
Name: Robert A. McGuinness
Title: Vice President – Finance & CFO
Exhibit 99.1
NR-14-09
Gold Reserve Awarded $740.3 Million by ICSID
for the Expropriation of the
Brisas Project by Venezuela.
Gold Reserve Inc. is pleased to announce that the three member Tribunal at the World Bank’s International Center for the Settlement of Investment Disputes (“ICSID”) has awarded the Company $740.3 million in accordance with the provisions of the Canada –Venezuela Bilateral Investment Treaty (“BIT”).
The Award represents $713 million for the fair market value of the Brisas Project, $22.3 million for interest on the Award since April 2008 based on the US Treasury Bill rate compounded annually and $5 million for reimbursement of legal and technical costs expended by the Company. Payment of the Award is due and payable immediately with any unpaid amounts accruing interest at Libor plus 2% per annum.
Gold Reserve and its legal counsel are evaluating the substantial text of the Award and expect to have further comments on the Tribunal’s decision in the near future. A copy of the full text of the Award will be posted on the Company’s website in the next few days.
Gold Reserve has commenced steps to ensure the recognition and collection of the Award which is immediately enforceable in any of the 150-plus member states party to the New York Convention. The Company is well financed and has the strong support of its stakeholders to pursue the collection of the Award in full.
Gold Reserve expects that Venezuela will honor its international obligations and will effect prompt payment of the tribunal’s unanimous Award. While the Company is pleased with the Award it is less than the value of the Brisas project at today’s gold and copper prices and Venezuela will substantially benefit from the development of the mine. As previously reported, the Company expended approximately US$300 million developing the Brisas project to the construction stage prior to its termination by Venezuela. The acquisition of the Company’s valuable engineering work product by the Venezuelan government would both expedite and reduce the cost of the project’s development. If requested, Gold Reserve would also be prepared to assist in the fast-track development of the Brisas Project.
The Company plans to distribute a substantial majority of any proceeds received to its shareholders in the most efficient manner possible, subject to the need to retain funds for operating and arbitration related expenses, corporate income taxes and other obligations, such as repayment of convertible notes (if not otherwise converted).
As of the date of this notice the Company has 76.1 million Class A common shares issued and outstanding and holds approximately $8.8 million in cash. On a fully diluted basis, assuming all warrants, options and convertible notes are converted to common shares, the Company would have approximately 93.5 million Class A common shares issued and outstanding and would hold approximately $18.8 million in cash. This amount excludes any potential sale of the Brisas project technical and engineering work product and approximately $19 million of related equipment held for sale.
Gold Reserve President Doug Belanger stated, “The board of directors, management and employees of the Company are pleased that the Tribunal was unanimous in deciding all phases of the Award in favor of the Company. We feel vindicated by the Tribunal’s clear conclusion that the Venezuelan government acted unlawfully in terminating the Brisas Project in direct violation of the BIT. We are gratified to know that all of our hard work prior to the unlawful termination of the project and subsequently in the execution of our claim against the Venezuelan government has been rewarded.
On behalf of the Board, we thank our legal team at White & Case, led by Abby Cohen Smutny and Darryl Lew and supported by a host of talented and dedicated professionals. We also acknowledge our employees, consultants and legal and technical experts for their tremendous contribution and dedication. Lastly, we commend our shareholders for their continued support throughout this difficult, very costly and time consuming process.
As our counsel studies the Award, the Company plans to reach out to the government of Venezuela to explore ways to facilitate Venezuela’s ability to honor its obligations promptly. We are hopeful that Venezuela will satisfy its obligations to the Company without delay and without any further legal proceeding. Should they fail to do so, we are prepared to pursue all available means to ensure that the amount awarded to the Company is recovered in full. There are well documented procedures in place for identifying and attaching sovereign commercial assets located in States that are party to the New York Convention. The Company is already well advanced in this effort.”
Please see our website at www.goldreserveinc.com for further information including: International Arbitration, Brisas Project, Corporate Obligations, Investor Information – pro forma diluted Common Shares outstanding.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains “forward-looking statements” or “forward-looking information” as such terms are defined under applicable U.S. and Canadian securities laws (collectively referred to herein as “forward-looking statements”) with respect to the ICSID Award related to the expropriation of the Company’s Brisas Project by the Venezuela government. 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 such as, among other things, the Company’s ability to collect such Award.
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
Factors that could cause actual results to differ materially from those in the forward-looking statements include the timing of and amount of collection of the Award, if at all.
This list is not exhaustive of the factors that may affect any of Gold Reserve's forward-looking statements. 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 U.S. or Canadian securities laws.
Gold Reserve Inc. Contact
A. Douglas Belanger, President
926 W. Sprague Ave., Suite 200
Spokane, WA 99201 USA
Tel. (509) 623-1500
Fax (509) 623-1634
“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.”