e425
|
Filed by Gold Reserve Inc. |
Pursuant to Rule 425 under the |
Securities Act of 1933 |
Subject Company: Gold Reserve Inc. |
Commission File Number: 001-31819 |
Date: January 8, 2009 |
NR-09-02
GOLD RESERVE INJUNCTION MOTION TO BE HEARD BY THE
ONTARIO SUPERIOR COURT OF JUSTICE ON FEBRUARY 4, 2009
SPOKANE, Washington, January 8, 2009 Gold Reserve Inc. (NYSE Alternext: GRZ) (TSX: GRZ) (Gold
Reserve or the Company) today announced that a Judge of the Ontario Superior Court of Justice
has fixed Wednesday, February 4, 2009 as the hearing date for Gold Reserves injunction motion (the
Injunction). The Injunction seeks, among other things: (a) to restrain Rusoro Mining Ltd.
(TSX-V: RML) (Rusoro) from proceeding with Rusoros unsolicited offer of December 15, 2008 (the
Offer) to acquire all of the outstanding shares and equity units of Gold Reserve; and (b) to
compel Endeavour Financial International Corporation to return to Gold Reserve confidential
information relating to Gold Reserves business.
In Rusoros press release dated Monday, January 5, 2009, Rusoro acknowledged that it had accessed
Gold Reserves Choco 5 property. Gold Reserve did not authorize such access. Gold Reserve still has
not been provided the confidential information regarding Choco 5 that Rusoro obtained without
permission.
In its Directors Circular and Schedule 14D-9, the Gold Reserve Board unanimously recommends that
all Gold Reserve shareholders reject the Rusoro Offer and not tender their shares. Shareholders
are encouraged to read the Companys Directors Circular and Schedule 14D-9, which are available at
www.sedar.com or www.sec.gov respectively or on the Companys website at www.goldreserveinc.com,
and to carefully consider the reasons for the Boards unanimous recommendation to reject the Rusoro
Offer.
Gold Reserve Inc. is a Canadian company, which holds the rights to the Brisas gold/copper project
and the Choco 5 gold exploration property in Bolivar State, Venezuela.
Certain statements included herein or in the Directors Circular may constitute forward-looking
statements within the meaning of the United States Private Securities Litigation Reform Act of
1995. 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 financial results, performance, or achievements of Gold Reserve Inc. to be
materially different from our estimated future results, performance, or achievements expressed or
implied by those forward-looking statements. Numerous factors could cause actual results to differ
materially from those in the forward-looking statements, including without limitation,
concentration of operations and assets in Venezuela; corruption and uncertain legal enforcement;
requests for improper payments; regulatory, political and economic risks associated with Venezuelan
operations (including changes in previously established legal regimes, rules or processes); the
ability to obtain or maintain the necessary permits or additional funding for the development of
the Brisas Project; in the event any key findings or assumptions previously determined by us or our
experts in conjunction with our 2005 bankable feasibility study (as updated or modified from time
to time) significantly differ or change as a result of actual results in our expected construction
and production at the Brisas Project (including capital and operating cost estimates); risk that
actual mineral reserves may vary considerably from estimates presently made; impact of currency,
metal prices and metal production volatility; fluctuations in energy prices; changes in proposed
development plans (including technology used); our dependence upon the abilities and continued
participation of certain key employees; and risks normally incident to the operation and
development of mining properties. This list is not exhaustive of the factors that may affect any of
the Companys 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 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 these forward-looking statements, whether as a result of new
information, future events or otherwise.
Contacts:
Gold Reserve Inc.
President
A. Douglas Belanger, 509-623-1500
Fax: 509-623-1634
www.goldreserveinc.com
Dan Katcher / Steve Frankel / Andi Salas
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449