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 July 2017
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
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):
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 News Release
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 and Section 21E of the Exchange Act) 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 Venezuela to make payments or otherwise honor its commitments under the Settlement Agreement, including with respect to the sale of the Mining Data;
· the ability of the Company and Venezuela to (i) successfully overcome any legal, regulatory or technical obstacles to operate Empresa Mixta Ecosocialista Siembra Minera, S.A. and develop the Brisas Cristinas Project, (ii) obtain 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 resources and reserves, regulatory and permitting obstacles 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;
· local risks associated with the concentration of our future operations and assets in Venezuela, including operational, security, regulatory, political and economic risks;
· our ability to resume our efforts to enforce and collect the 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;
· pending the receipt of payments under the Settlement Agreement or otherwise, 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 future 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 additional mining projects;
· risks associated with the abilities and continued participation of key employees; and
· Changes in U.S. and/or Canadian tax laws 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 U.S. Securities and Exchange Commission (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.
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: July 11, 2017
GOLD RESERVE INC. (Registrant)
By: /s/ Robert A. McGuinness
Robert A. McGuinness, its Vice President of Finance,
Chief Financial Officer and its Principal Financial and Accounting Officer
Exhibit 99.1
NR 17-08
GOLD RESERVE PROVIDES VENEZUELA UPDATE
SPOKANE, WASHINGTON, July 11, 2017
Gold Reserve Inc. (TSX.V: GRZ) (OTC: GDRZF) (“Gold Reserve” or the “Company”) is pleased to provide an update on current and ongoing activities in Venezuela on the Brisas Cristinas Gold Copper Project which is held by Empresa Mixta Ecosocialista Siembra Minera, S. A. (“Siembra Minera”) which is owned 55% by Corporacion Venezolana de Mineria, S. A. a state-owned entity and 45% by GR Mining (Barbados) Inc. a subsidiary of Gold Reserve.
Current and ongoing activities related to Brisas Cristinas Project:
· Meetings have been held with the Ministry of Environment (MINEA) to "fast track" permitting as established in the Mining Arch Decree. Siembra Minera expects to receive initial permits in the immediate future and thereafter break ground to execute the Early-Works construction program with contractors mobilizing to the site shortly. Early work activities include site clearing, road work excavation and building, development of sediment control structures, and excavation for (1) overland conveyor corridor, (2) powerline corridor, (3) process plant and man-camp areas, (4) tailings dam, (5) opening of the rock quarry and (6) drainage of pit areas.
· The initiative to fast track saprolite production has been well received by MINEA as it should have a positive impact in remediating the area after 50 plus years of artisanal mining. Testing and saprolite process mill design is expected to commence shortly.
· Siembra Minera’s team of consulting experts are scheduled to visit the project area this week to conduct initial assessments and implementation of long-term small miner, indigenous and public community consultations on the project. In addition, the consultants will be accompanied by personnel from the Ministry of the Popular Power for Ecological Mining Development, Mission Piar, and MINEA.
· Siembra Minera is also working with the local communities on developing a strategy to contain and eventually eradicate the current malaria epidemic.
The Company also reported today that it has received the second installment payment of $29.5 million pursuant to the terms of the Settlement Agreement between the Company and the Bolivarian Republic of Venezuela.
Further information regarding the Company can be located at www.goldreserveinc.com, www.sec.gov, and www.sedar.com.
Gold Reserve Inc. Contact
A. Douglas
Belanger, President
999 W. Riverside Avenue, Suite 401
Spokane, WA 9920I USA
Tel. (509) 623-1500
Fax (509) 623-1634
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 payments contemplated by the Settlement Agreement, as amended and the development of the Brisas Cristinas project, including the preparation of a revised feasibility study, a revised environmental impact statement and a Preliminary Economic Assessment (“PEA”) for the project and the pursuit of financing arrangements by Siembra Minera S.A. 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 risk that Venezuela may not be able to fund the contemplated future payments to the Company pursuant to the Settlement Agreement, the risk that a revised feasibility study, a revised environmental impact statement and a PEA for the Brisas Cristinas project will not be completed within the time frames anticipated, the risk that Siembra Minera S.A may not be able 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.
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.