e425
Filed by Gold Reserve Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Gold Reserve Inc.
Commission File Number: 001-31819
Date: January 15, 2009
NR-09-04
Gold Reserve Cautions its Shareholders to Carefully Assess the
Rusoro Compilation of Select Fourth Quarter Results
SPOKANE, Washington, January 15, 2009
Gold Reserve Inc. (NYSE Alternext: GRZ) (TSX: GRZ) today announced that its Board of Directors
cautions the Companys shareholders to carefully assess the compilation of select fourth quarter
results announced yesterday by Rusoro Mining Ltd. (Rusoro) (TSX-V: RML.V).
The Board notes that a number of Rusoros quarterly filings with the TSX-V over the last two years
have been delinquent and, given the timing of this recent report, shareholders are urged to wait
and read Rusoros audited annual financial report to fully understand Rusoros operating and
financial performance for 2008 and its plans for 2009.
The Board has a number of concerns regarding Rusoros selective results, including Rusoros report
of its record performance at Choco 10. The inclusion of high-grade ore from the short-lived
Isidora deposit appears to skew the results attributable to the Choco 10 mine on a standalone
basis.
Based on the material concerns originally raised by our financial and technical experts as detailed
in the Companys Directors Circular, the Board recommends Gold Reserve shareholders consider the
following questions so that they can judge if the reported results are sustainable or transitory.
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What were the individual tonnes and ore grade processed from Choco 10 and Isidora? How
much of this production came from stockpiled material from Isidora? |
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What was the ore grade compared to the reserve grade, recovery and strip ratio as well
as cash operating costs for the Choco 10 mine on a standalone basis? Is the Choco 10 mine
able to sustain itself without the high grade ore from Isidora which, based on Rusoros
August 1, 2008 NI43-101 page 6, is expected to cease production in 6 to 14 months? |
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What was Rusoros share of production from Isidora given Isidora is a 50:50 joint
venture with the Venezuelan Government? Has Rusoro satisfied its obligations to its
partner and are the joint venture formalities complete? |
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What will be the impact on cash costs as a result of Rusoros plan to process Increible
6 material at the Choco 10 mill, displacing higher grade ore from Choco 10? The reserve
grade at Choco 10 is 3.21 g/t Au or approximately 50% greater than the Increible 6
resource grade. |
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What is the timetable for Increible 6? Rusoro says the Increible 6 technical, financial
and environmental study has been approved by MIBAM and production will commence in the
fourth quarter 2009 yet Increible 6 has no defined reserves, only an indicated resource.
When will the scoping study be available? |
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What was the impact of the reported record performance on Rusoros overall financial
position? What was the total positive cash flow for the quarter and whats Rusoros
current cash position and its liquidity outlook for 2009? |
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The report did not address the price of gold sales. Are gold sales still being made at
a significant discount to the international spot price (26% discount for the nine months
ended September 30, 2008)? |
Detailed operating results by deposit including such information as disclosed on page 3 of Rusoros
September 30, 2008 Managements Discussion and Analysis is or should be available to Rusoro
management and made available to Gold Reserve shareholders.
In its Directors Circular and Schedule 14D-9, the Gold Reserve Board strongly 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, to carefully consider the reasons for the Boards
recommendation.
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 may constitute forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1995 (PSLRA), provided that
statements made solely in connection with Rusoros offer are not subject to the safe harbor
protections provided to forward-looking statements under the PSLRA. 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 forward-looking statements herein, whether as a result of new
information, future events or otherwise, subject to its disclosure obligations under applicable
rules promulgated by the U.S. Securities and Exchange Commission.
The Gold Reserve Board strongly recommends that all Gold Reserve shareholders reject the Rusoro
Offer.
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
Toll free (888) 295-4655 or (212) 355-4449