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 March 2015
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: timing of and 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:
· Timing of and amount of collection of our ICSID arbitration award, if at all;
· 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: March 17, 2015
GOLD RESERVE INC. (Registrant)
By: /s/ Robert A. McGuinness
Name: Robert A. McGuinness
Title: Vice President – Finance & CFO
Exhibit 99.1
NR 15-03
GOLD RESERVE APPOINTS KENNETH I. JUSTER TO BOARD OF DIRECTORS
SPOKANE, WASHINGTON, March 17, 2015 -- Gold Reserve Inc. (TSX.V:GRZ) (OTCQB:GDRZF) (the “Company”) today announced that the Board of Directors has appointed Kenneth I. Juster as a director of the Company.
Mr. Juster has over 30 years of experience as a senior business executive, senior law partner with international arbitration and execution of award experience, and senior U.S. Department of State official. Mr. Juster currently is a partner and managing director at the global private equity firm Warburg Pincus, where his work covers a range of issues, including political risk, global policy, and regulatory matters relating to the firm's investment activities and portfolio companies. Mr. Juster holds a law degree from the Harvard Law School, a Master's degree in public policy from the John F. Kennedy School of Government at Harvard, and a Bachelor of Arts degree in government from Harvard College.
Mr. Juster replaces Chris D. Mikkelsen as a member of the Board of Directors. Mr. Mikkelsen has informed the Company of his desire to resign his position concurrent with his retirement from his primary professional business activity. Mr. Mikkelsen has been a director of the Company since 1997 and Chair of the Audit Committee since 1998. These changes are effective immediately.
“The Board of Directors believes that Ken will add considerable expertise at this important time period, including the collection phase of our arbitral award, and look forward to working with him,” stated Mr. James Coleman, Chairman of the Board of Directors. “All of the directors thank Mr. Mikkelsen for his contribution and many years of service to the Company and wish him the very best in the future."
Mr. Juster has been granted 100,000 stock options, with a term of 5 years, exercisable at US $3.89 per share effective today. Steelhead Partners LLC, beneficial owner of 25.85% of the Company's common shares and 43.5% of the Company's outstanding convertible and interest notes, had previously recommended to the Board of Directors to add Mr. Juster as an independent director, due to his considerable expertise and experience, to assist the Company in the collection process of the ICSID Arbitral Award.
Information regarding the Company can be found in its regulatory filings and by going to the following websites: www.goldreserveinc.com, www.sec.gov and www.sedar.com.
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.
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.”