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 2018
 
Commission File Number: 001-31819

 

Gold Reserve Inc.
(Exact name of registrant as specified in its charter)

 

999 W. Riverside Avenue, Suite 401
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:

·         The risk that the conclusions of management and its qualified consultants contained in the most recent Preliminary Economic Assessment of the Siembra Minera Gold Copper Project (the "Project") in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects may not be realized in the future.

·         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 or the Award;

·         the risk that the Company may not be able to transfer the funds deposited by Venezuela to a trust account for the benefit of the Company at Banco de Desarrollo Económico y Social de Venezuela ("Bandes Bank") (the "Trust Account"), a Venezuelan state-owned development bank, to its U.S. or Canadian bank accounts;

·         the risk of the imposition of further sanctions by the U.S., Canada or other jurisdictions that may negatively impact our ability to freely transfer funds held in the Trust Account or our ability to do business in Venezuela;

·         the ability of the Company and Venezuela to (i) successfully overcome any legal, regulatory or technical obstacles to operate Siembra Minera and develop and later operate the Siembra Minera Project, (ii) obtain any remaining governmental approvals and (iii) obtain financing to fund the capital and initial operating costs of the Siembra Minera Project;

·         risks associated with exploration, delineation of adequate resources and reserves, regulatory and permitting obstacles and other risks incident to the exploration, development and operation of mining properties in Venezuela and generally for mining projects 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, legal, 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 to the Trust Account under the Settlement Agreement, it is terminated and further efforts to meet the commitments in the Settlement Agreement are abandoned;

·         pending the receipt of payments to the Trust Account and transfer of such payments under the Settlement Agreement to our U.S. or Canadian bank accounts, our continued ability to service our obligations as they come due and access future additional funding, when required, for ongoing liquidity and capital resources, including as a result of payments of certain of those funds that must be made to our shareholders and holders of CVRs;

·         potential shareholder dilution resulting from future financings;

·         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., Canadian and/or other 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 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: March 19, 2018

 

 

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-18-01

GOLD RESERVE PROVIDES MINERAL RESOURCE AND POSITIVE PRELIMINARY ECONOMIC ASSESSMENT ON SIEMBRA MINERA PROJECT

SPOKANE, WASHINGTON, March 19, 2017

Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) is pleased to provide the results of a Preliminary Economic Assessment (“PEA”) of the Siembra Minera Gold Copper Project (the "Project") in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101").

The Project is a gold-copper-silver deposit located in the Kilometre 88 mining district of Bolivar State in southeast Venezuela, and is owned 45% by the Company and 55% by the Bolivarian Republic of Venezuela ("Venezuela"). The Project is expected to be a conventional truck and shovel open pit mining operation, utilizing hydraulic shovels and 236-tonne trucks as the primary mining equipment. The overall Project contemplates two plants: a smaller 15,000 tonne per day ("tpd") cyanidation plant (the "Small Plant") and a larger 140,000 tpd flotation plant (the "Large Plant"). The Small Plant is designed to recover gold from oxide saprolite and sulfide saprolite that contains low concentrations of copper and the Large Plant is designed to process hard rock material containing higher concentrations of copper as well as gold. The overall mine life is estimated to be 45 years after achieving commercial production of the Large Plant.

The Project is expected to begin with the Small Plant, which is estimated to take two years for detail design and construction while providing a platform for establishing the Project's operations and management group in advance of the Large Plant operation. The Small Plant, related mining equipment, initial tailings dam and infrastructure cost estimate is $295 million. It is expected to start producing gold at the end of a two year construction period and generate approximately $40 million in annual cash flow. The Large Plant is expected to take an estimated four years for the completion of a final feasibility study, detail design and construction. Production is expected to begin approximately two years after completion of construction of the Small Plant. All amounts are in U.S. dollars.

¹ Includes both process plants, mining equipment, tailings dam and infrastructure requirements

² Utilizing $1,300 per ounce gold and $3.00 per pound copper

 

¹ First 10 years with Large Plant (Years 3-12)

¹ Net of a $262/ ounce copper and silver by-product credit (NBP)

Venezuela Minister of the People's Power for Ecological Mining Development Victor Cano stated, "This study is a confirmation of the tremendous economic value of the Mixed Company Ecosocialista Siembra Minera, S.A. mining project to the Venezuelan nation and our people. We look forward to the continued development of the project in an environmentally and socially responsible manner."

Gold Reserve President Doug Belanger added, "This study confirms that the Siembra Minera Project is one of the largest gold-copper deposits in the world with some of the lowest project operating costs for such a large project."

Gold Reserve is also pleased to report that the Company has recently transferred an additional $30 million from its trust account in Venezuela to its bank account in North America.

The project resource estimates are shown in the following tables:

 

Notes:

1.        CIM (2014) definitions were followed for Mineral Resources.

2.        Mineral Resources are estimated at an NSR cut-off value of US$7.20 per tonne for oxide-saprolite material and US$5.00 per tonne for sulphide-saprolite and fresh rock material.

3.        Mineral Resources are constrained by a preliminary pit shell created using the Whittle software package.

4.        Mineral Resources are estimated using a long-term gold price of US$1,300 per ounce, and a copper price of US$3.00 per pound.

5.        Bulk density varies by material type.

6.        Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

7.        Numbers may not add due to rounding.

 

An economic ultimate pit design was based on operating cost estimates, plant metal recoveries, net smelter return, royalties and taxes. The pit design was centered on maximizing the Project Net Present Value and a mine plan was developed based on the mineral resource potentially mineable by open pit methods within the design.

  Notes: As on the table above.

Projected metal recoveries from the respective process plants are:

 Note: The hard rock and sulphide saprolite was divided into high copper and low copper using a 0.02% Cu threshold.

¹  The leach plant will be expanded by Year 11 to accommodate the higher tonnage of material.

² Feed to the flotation plant reduced to approximately 105,000 tpd and increased for oxide leach plant to 35,000 tpd to account for reduced higher grade copper hard rock available to blend into flotation plant. Low grade copper hard rock material will be ground in the existing milling circuit and processed in the leach plant.

 

 

Key economic parameters:

Mineral Resources are estimated at an NSR cut-off value of US$7.20 per tonne for oxide-saprolite material and US$5.00 per tonne for sulphide-saprolite and fresh rock material.

DEVELOPMENT CAPITAL COST SUMMARY

 

ALL-IN SUSTAINING COSTS COMPOSITION

 

 

 

OPERATING COST SUMMARY

The next phase of the Project’s development is the detail design work for the Small Plant and related facilities in order to implement fast track development and production. In addition, we expect to initiate the feasibility study on the Large Plant and concurrent detailed engineering.

Proposals are currently being evaluated for a drilling program that is expected to commence in 2018 which will support the overall project development activities, water management wells, and test areas where additional resource potential is evident. Siembra Minera has also now established local management offices in Caracas and Puerto Ordaz.

The PEA will be available to the public at www.sedar.com and www.sec.gov, as well as, the Company’s website at www.goldreserveinc.com within 45 days of the date of this release.

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. 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

 

 

 

Technical Disclosure

The scientific and technical information contained in this release, including resource estimates, pit design, mine plan, flowsheet design, design criteria, project layout, infrastructure requirements, capital and operating estimates was prepared by Roscoe Postle Associates, Inc., Samuel Engineering Inc., Tierra Group International, Ltd, and AATA International, Inc. The Qualified Persons (as defined in NI 43-101) in respect of the PEA who have reviewed, verified and approved such information are Richard J. Lambert, P.E., P.Eng., José Texidor Carlsson, P.Geo., Grant A. Malensek, P.Eng., Hugo Miranda, C.P., and Kathleen A. Altman, Ph.D., P.E., each of whom is independent of the Company.

Mineral resource estimates reported herein have been classified as Measured, Indicated or Inferred based on the confidence of the input data, geological interpretation and grade estimation parameters. The Company is not currently aware of any known factors that are reasonably likely to have a negative material impact on the Company’s mineral resources. The mineral resource estimates were prepared in accordance with NI 43-101 and classifications adopted by the CIM Council.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.

Cautionary Statement Regarding Forward-Looking Information

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 price of copper and gold; the estimation of mineral resources; the timing and amount of estimated future production; capital expenditures and related funding, operating costs, and projected cash flows; the continued evaluation of the Project and the economic analysis provided in the PEA, including the timeline and estimated capital required and the assessment of financial and strategic options; the expectation of meeting production targets; costs of production; estimated mine life; and net present values associated with the Project. 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. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “guidance”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations or comparable language of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

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 the development of the Siembra Minera Project may not proceed as anticipated; risks associated with the uncertainty of mineral resource estimates; volatility of metal prices; the Company’s ability to obtain financing as and when required and on reasonable terms; ability to obtain any necessary permits, consents or authorizations required for its activities in a timely manner; adequate infrastructure, energy and other inputs; shortages or cost increases in necessary equipment, supplies and labour; production meeting expectations and being consistent with estimates; plant, equipment and processes operating as anticipated; social unrest and political or economic instability in the jurisdiction in which the Project is located; changes in national and local government legislation, regulation, and taxation; un-appealable judicial decisions; environmental and other regulatory compliance; reliance upon third parties; the risk of unexpected litigation; as well as other factors identified in Gold Reserve’s filings with applicable securities regulatory authorities. 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.

 

The terms "mineral resource," "measured mineral resource," "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC.  Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases, and such estimates are not part of the SEC industry Guide 7.