SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of November 2016
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 office)
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
by check mark if the registrant is submitting the Form 6-K in paper as
Regulation S-T Rule 101(b)(1): ¨
by check mark if the registrant is submitting the Form 6-K in paper as
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):
This Report on Form 6-K and the exhibit attached hereto are hereby incorporated by reference into Gold Reserve Inc.’s (the “Company”) current Registration Statements on Form F-3 on file with the U.S. Securities and Exchange Commission (the “SEC”).
The following exhibit is furnished with this Form 6-K:
99.1 Material Change Report
Cautionary Statement Regarding Forward-Looking Statements and information
The information presented or incorporated by reference in this report contains both historical information and “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) or “forward looking information” (within the meaning of applicable Canadian securities laws) (collectively referred to herein as “forward looking statements”) that may state our intentions, hopes, beliefs, expectations or predictions for the future.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause our actual financial results, performance or achievements to be materially different from those expressed or implied herein and many of which are outside our control.
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 our 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 described in the forward-looking statements, including, without limitation:
· delay or failure by the Bolivarian Republic of Venezuela (“Venezuela”) to make payments or otherwise honor its commitments under the settlement agreement, as amended, (the “Settlement Agreement”), including with respect to the sale of our technical mining data related to the Brisas Project (the “Mining Data”) for use by the mixed company (the “Mixed Company”);
· the ability of the Company and Venezuela to (i) successfully overcome any legal or regulatory obstacles to own and operate the Mixed Company for the purposes of developing the Brisas-Cristinas Project, (ii) the completion of any additional definitive documentation and finalization of any remaining governmental approvals and (iii) obtain financing to fund the capital costs of the Brisas-Cristinas Project;
· risks associated with exploration, delineation of adequate reserves, regulatory and permitting obstacles and other risks associated with the development of the Brisas-Cristinas Project;
· local risks associated with the concentration of our future operations and assets in Venezuela, including operational, regulatory, political and economic risks;
· our ability to resume our efforts to enforce and collect the arbitral award, including the associated costs of such enforcement and collection effort and the timing and success of that effort, if Venezuela fails to make payments under the Settlement Agreement and it is terminated;
· pending the receipt of payments under the Settlement Agreement, our continued ability to service or restructure our outstanding notes or other obligations as they come due and access future additional funding, when required, for ongoing liquidity and capital resources;
· shareholder dilution resulting from restructuring, refinancing and/or conversion of our outstanding notes or from the sale of additional equity, if required;
· value realized from the disposition of the remaining Brisas Project related assets, if any;
· our prospects in general for the identification, exploration and development of mining projects and other risks normally incident to the exploration, development and operation of mining properties, including our ability to achieve revenue producing operations in the future;
· abilities and continued participation by certain key employees; and
· U.S. and/or Canadian tax consequences to which we are subject.
See “Risk Factors” contained in our Annual Information Form and Annual Report on Form 40-F filed on www.sedar.com and www.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 our 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 the SEC or other securities regulators or presented on the Company’s website. Forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this notice. We disclaim 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 our 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.
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: November 10, 2016
GOLD RESERVE INC. (Registrant)
By: /s/ Robert A. McGuinness
Name: Robert A. McGuinness
Title: Vice President – Finance & CFO
Material Change Report
REPORT UNDER SECTION 7.1(1) OF
NATIONAL INSTRUMENT 51-102
1. Name and Address of Company
Reserve Inc. (“Gold Reserve”
926 W. Sprague Avenue, Suite 200
2. Date of Material Change
November 4, 2016
3. News Release
A news release announcing the material change described herein was issued through CNW Group at Spokane, Washington and filed on SEDAR on November 4, 2016.
4. Summary of Material Change
The Company has entered into an amendment to the settlement agreement ("Settlement Agreement") previously entered into with the Bolivarian Republic of Venezuela ("Venezuela") to revise the payment schedule contemplated thereby. The Company and Venezuela have also taken steps to establish the mixed (joint venture) company Empresa Mixta Ecosocialista Siembra Minera, S.A.(the “Mixed Company”) that will develop the Brisas-Cristinas gold copper project in southeastern Venezuela.
5. Full Description of Material Change
5.1 Full Description of Material Change
Under the terms of the original Settlement Agreement, Venezuela was to pay Gold Reserve US$600,000,000 on or before October 31, 2016 and US$169,681,823 on or before December 31, 2016 to satisfy of the arbitral award granted in favor of the Company by the International Centre for Settlement of Investment Disputes and Venezuela also agreed to pay the Company an aggregate of US$240,000,000 for its technical mining data related to the Brisas property in instalments, with the last instalment to be paid on or before October 31, 2017.
The parties have agreed to a revised payment schedule under which Venezuela will make a first payment of US$300,000,000 on or before November 30, 2016, a second payment of US$469,681,823 on or before January 3, 2017, a third payment of US$50,000,000 on or before January 31, 2017, a fourth payment of US$100,000,000 on or before February 28, 2017 and a final payment of $90,000,000 on or before June 30, 2017.
On October 28, 2016 Gold Reserve and representatives of Venezuela also convened the first meeting of the board of directors of the Mixed Company, of which Gold Reserve owns 45% and Venezuela owns 55%, to immediately initiate the development plan of the mine activities needed to commence construction as soon as possible.
5.2 Disclosure for Restructuring Transactions
6. Reliance on subsection 7.1(2) of National Instrument 51-102
7. Omitted Information
8. Executive Officer
9. Date of Report
November 10, 2016.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This material change report 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 transactions contemplated by the Settlement Agreement, as amended, and the development of the Brisas Cristinas project. Forward-looking statements are necessarily based upon 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 Venezuela’s ability to fund the contemplated payments to the Company pursuant to the Settlement Agreement, the ability of Venezuela and the Company to arrange financing for the anticipated capital costs of the Brisas Cristinas project and the risk that the development of the Brisas Cristinas project may not proceed as anticipated.
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 rules promulgated by the Securities and Exchange Commission and applicable Canadian provincial and territorial securities laws.