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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 Quarter Ended September 30, 2004
GOLD RESERVE INC.
Commission file number 001-31819
Address of Principal Executive Offices:
926 West Sprague Avenue
Suite 200
Spokane, Washington 99201
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 X Form 40-F
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):
GOLD RESERVE INC.
September 30, 2004
Interim Financial Report
U.S. Dollars
Forward Looking Statements
The information presented or incorporated by reference in this interim
report, including managements discussion and analysis of financial condition
and results of operations, contains both historical information and
forward-looking statements (within the meaning of Section 27A of the United
States Securities Act of 1933, as amended (the Securities Act), and Section
21E of the United States Securities Exchange Act of 1934, as amended (the
Exchange Act)). These forward-looking statements involve risks and
uncertainties, as well as assumptions that, if they never materialize, prove
incorrect or materialize other than as currently contemplated, could cause
the results of the Company and its consolidated subsidiaries to differ
materially from those expressed or implied by such forward-looking
statements.
Numerous factors could cause actual results to differ materially from those
in the forwardlooking statements, including without limitation the risk that
actual reserves may vary considerably from estimates presently made, the
impact of currency, metal prices and metal production volatility, the
concentration of operations and assets in Venezuela, the regulatory,
political and economic risks associated with Venezuelan operations, our
ability to obtain additional funding for future advancement of the Brisas
property, our dependence upon the abilities and continued participation of
certain key employees, and the risks normally incident to the operation and
development of mining properties.
The words "believe," "anticipate," "expect," "intend," "estimate," "plan,"
"assume," "positioned," "may," "will," "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 give any assurances as to
future results.
Investors are cautioned not to put undue reliance on forward-looking
statements, and should not infer that there has been no change in the affairs
of the Company since the date of this report that would warrant any
modification of any forward-looking statement made in this document, other
documents filed periodically with securities regulators or documents
presented on our Company website. 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.
Investors are urged to read the Companys filings with U.S. and Canadian
regulatory agencies, which can be viewed on-line at www.sec.gov,
www.sedar.com or at the Companys website, www.goldreserveinc.com.
Additionally, you can request a copy directly from the Company.
Operations Overview
Brisas Project
Our primary mining asset, the Brisas project, is a gold/copper deposit
located in the KM 88 mining district of the State of Bolivar in southeastern
Venezuela. A pre-feasibility study was completed in 1998 and updated in 2000
by JE MinCorp. In late 2003, the Company selected Aker Kvaerner Metals, Inc.,
a subsidiary of the international engineering and construction services group,
Aker Kvaerner and a number of other consultants including Pincock Allen & Holt
and Vector Colorado LLC, to complete a bankable feasibility study for the
construction and operation of the Brisas project. In early 2004, based on the
recommendations of Aker Kvaerner, the Company selected a 70,000 tonne per day
conventional flotation plant as the basis for completion of the Brisas
bankable feasibility study. Under this alternative, the Company plans to
produce gold dor on-site and ship gold/copper concentrate to an off-site
smelter.
The Company previously reported resource and mineral reserve estimates using
both a traditional off-site smelter process as well as the CESL process.
While the Company will continue to evaluate process alternatives, management
has concluded a conventional flotation plant will be the primary focus of the
Brisas bankable feasibility study, which is expected to be completed in
December 2004 with a production decision thereafter. Based on the current
processing focus of the bankable feasibility study, mineral resource and
reserve estimates are no longer disclosed using on-site copper processing
technology.
Behre Dolbear originally calculated the previously disclosed mineral resource
and reserve estimates, which were updated by Pincock Allen & Holt as noted
below. As part of that engagement, Behre Dolbear audited our data collection
procedures and modeling and mineral reserve methodology for the preliminary
feasibility study. Behre Dolbear concluded in their reports that: technical
data collection procedures met or exceeded accepted industry standards; assay
laboratories provided reliable and acceptable results; and the compiled
database was of a quality appropriate for utilization in a mineral reserve
study suitable for obtaining financing. Further, Behre Dolbear concluded that
the estimating techniques used were an accurate representation for the mineral
reserves; drill hole spacing was sufficient to generate future estimates of
proven and probable mineral reserves; and the database was correct and
reliable.
Mineral Resource Estimate
Based on work completed by Pincock Allen & Holt for the Brisas bankable
feasibility study, using an off-site smelter process for treating copper
concentrates, the Brisas project is estimated to contain a measured and
indicated mineral resource of 10.97 million ounces of gold and approximately
1.4 billion pounds of copper (based on 0.4 gram per tonne gold equivalent
cut-off). The July 2004 estimated measured and indicated mineral resource
utilizing an off-site smelter process is summarized in the following table:
(kt= 1,000 tonnes) Measured Indicated Measured and Indicated
- ----------------------------------------------------------------------------------------------
Au Eq
Cutoff Au Cu Au Cu Au Cu
Grade kt (gpt) (%) kt (gpt) (%) kt (gpt) (%)
- ----------------------------------------------------------------------------------------------
0.40 217,847 0.700 0.118 284,869 0.662 0.132 502,716 0.678 0.126
==============================================================================================
(In Millions) Measured Indicated Measured and Indicated
- ----------------------------------------------------------------------------------------------
Au Eq
Cutoff Au Cu Au Cu Au Cu
Grade oz. lb. oz. lb. oz. lb
- ----------------------------------------------------------------------------------------------
0.40 - 4.904 566 - 6.064 827 - 10.968 1,393
==============================================================================================
The inferred mineral resource, based on an off-site smelter process (0.4 gram
per tonne gold equivalent cut-off), is estimated at 126.5 million tonnes
containing 0.65 grams gold per tonne and 0.13 percent copper, or 2.64 million
ounces of gold and 370 million pounds of copper.
The mineral resource estimate has been calculated in accordance with CSA
National Instrument 43101. The mineral resource and gold equivalent (AuEq)
cut-off is based on $350 per gold ounce and $0.90 per pound copper. The
qualified persons involved in the property evaluation and resource estimate
were Raul Borrastero, C.P.G. and Susan Poos P.E. of Pincock Allen & Holt and
Brad Yonaka, Exploration Manager for Gold Reserve.
Mineral Reserve Estimate
Based on work completed by Pincock Allen & Holt for the Brisas bankable
feasibility study, using an off-site smelter process for treating copper
concentrates, the Brisas project is estimated to contain a proven and
probable mineral reserve of approximately 9.1 million ounces of gold and 1.2
billion pounds of copper. The August 2004, estimated proven and probable
mineral reserve utilizing traditional flotation and off-site smelter
processes is summarized in the following table:
Reserve Au Cu Waste Total
tonnes Au grade Cu grade ounces pounds tonnes tonnes Strip
Class (thousands) (gpt) (%) (thousands) (millions)(thousands) (thousands) Ratio
- -----------------------------------------------------------------------------------------------
Proven 190,073 0.71 0.123 4,343 516
Probable 216,970 0.68 0.133 4,754 638
- -----------------------------------------------------------------------------------------------
Total 407,043 0.70 0.129 9,097 1,154 753,012 1,160,055 1.85
===============================================================================================
The mineral reserve (within a pit design) has been estimated in accordance
with the SME Reporting Guide and CIM Standards as adopted by CSA National
Instrument 43-101. The mineral reserve was estimated using metal prices of US
$350 per ounce gold and US $0.90 per pound copper with an internal revenue
cut-off of $2.76 per tonne. The qualified persons involved in the property
evaluation and reserve estimate were Raul Borrastero, C.P.G. and Susan Poos
P.E. of Pincock Allen & Holt and Brad Yonaka, Exploration Manager for Gold
Reserve.
Brisas Project Work To Date.
Considerable work has taken place to establish the mineral resource and
reserve. Over $75 million has been expended on the Brisas project including
property and mineral rights, acquisition costs, equipment expenditures,
litigation settlement costs and exploration costs. Other activities on the
property include: extensive geology, geophysics and geochemistry, over 800
exploration drill holes totaling approximately 180,000 meters of core
drilling, audits by Behre Dolbear (of exploration drilling, sampling,
assaying procedures and ore reserves methodology), environmental baseline
work/socioeconomic studies, hydrology studies, geotechnical studies, mine
planning, advanced stage grinding and metallurgical test work, tailings dam
designs, milling process flow sheet designs, pre-feasibility study with JE
MinCorp, supplement to the pre-feasibility study with JE MinCorp, and bench
scale testing of an on-site copper process.
In July 2004, the Company selected a 70,000 tonne per day conventional
flotation plant as the basis for completion of the Brisas bankable
feasibility study. In addition on July 13, 2004, the Company announced a
revised estimate of measured and indicated gold and copper resource on the
Brisas property to approximately 10.97 million ounces of gold and 1.4 billion
pounds of copper. The inferred resource at Brisas is an additional 2.64
million ounces of gold and 370 million pounds of copper.
On July 23, 2004, the Company reported that its wholly owned subsidiary,
Compania Aurifera Brisas del Cuyuni, C.A. ("Brisas"), received a Special
Award for Excellence in Social Management from the Latin-America Mining
Organization ("OLAMI"). OLAMI is an industry association that represents and
promotes mining in 16 Latin American countries. The Company received this
award for its past and current work in social management and responsibility
at its Brisas Project.
On August 3, 2004, the Company announced a revised estimate of the mineral
reserve on the Brisas property to approximately 9.1 million ounces of gold
and 1.2 billion pounds of copper. Pincock Allen & Holt, Inc. of Denver,
Colorado completed the Brisas mineral reserve analysis based on 180,000
meters of diamond drilling in 803 holes. The mineral reserve (within a pit
design) has been estimated in accordance with the SME Reporting Guide and CIM
Standards as adopted by CSA National Instrument 43-101. The mineral reserve
was estimated using metal prices of US $350 per ounce gold and US $0.90 per
pound copper with an internal revenue cut-off of $2.76 per tonne. The
revision incorporated expected mining and milling costs for a 70,000 tonne
per day flotation plant, and anticipated smelter treatment and refining
charges for the gold/copper concentrates. As part of this analysis, Pincock
Allen & Holt, Inc. concluded that the Brisas mineral reserve estimate is
reliable for the current phase of the projects feasibility study and that
there is upside potential for additional mineral reserves at the Brisas
project from the down-dip extension of the ore body.
On September 28, 2004 the Company announced it is working with Neil S. Seldon
& Associates Ltd. (NSA) of Vancouver, BC, Canada to market the copper and
precious metals concentrate related to the Brisas project. NSA is also
assisting the Company in the development of sales and marketing strategies
and with smelter negotiations for the concentrate sales contracts. Management
and NSA conducted initial planning meetings with representatives of smelters
in Japan, Germany and Spain during the last several months. Further
discussions are in process and management expects to complete indicative
marketing agreements with one or more smelters subsequent to the completion
of the final feasibility study.
On September 30, 2004 the Company announced it had engaged AATA
International, Inc. of Fort Collins, Colorado to complete the Brisas Project
Environmental and Social Impact Assessment Study (ESIA), meeting World Bank
Standards, the new Equator Principles as well as any requirements desired by
financing institutions. AATA is teamed up with Ingenieria Caura, S.A. of
Caracas, Venezuela who is also working on the Venezuela Environmental Impact
Study (VEIS) to support the Brisas permit applications. AATA is recognized as
one of the worlds leading experts in assessing the environmental and social
impact of projects for bank financing and has completed similar assessments
for the Overseas Private Investment Corporation (OPIC), the European Bank for
Reconstruction and Development (EBRD), International Finance Corporation (IFC)
and others. The Company expects to submit the Venezuelan EIS at the beginning
of 2005 and anticipates the approval process will take approximately 90 days.
On October 7, 2004 the Company announced it engaged Endeavour Financial
International Corporation to provide general corporate financial advice with
respect to its corporate development and expected financing of the Brisas
Project. Endeavour has one of the worlds largest investment banking teams
dedicated exclusively to the mining industry and has significant experience
in advising companies on raising capital for mining projects on a global
basis. Endeavour has reviewed the Brisas Project and will assist with the
completion of Gold Reserves feasibility study with a view to evaluating the
most efficient financing plan for Brisas.
During October 2004, a Presidential Decree was published identifying
approximately 13% of the Imataca Forest Reserve (the "Imataca") in the State
of Bolivar to be used for various activities, including mining. The Brisas
Project is located within the Imataca in an area previously approved for
mining activities. This recent Decree was published in response to earlier
challenges of a prior Decree which opened an even larger part of the Imataca
to activities such as mining, and a subsequent Supreme Court prohibition
against issuing new mining concessions in the Imataca. Published after public
consultation, the new Decree reduces the size of the area available for
activities, such as mining, which had been set-aside in earlier Decrees. MEM
and MARN have indicated that this Decree resolves the Imataca issue. We have
been advised by Venezuelan counsel that it is unlikely that future regulations
related to this issue will impact our properties but management can make no
assurances that further challenges to the Imataca issue by third parties will
not occur.
Brisas Work Plan.
Based on the potential to increase the mineral reserve, the Company is
drilling an additional 15,000 meters at a cost of approximately $800,000. The
drilling is primarily located in the down-dip extension of the ore body and is
expected to be completed before year-end. However, an updated mineral reserve
estimate is not expected until late in the first quarter of 2005 and,
accordingly, will not be incorporated in the feasibility study.
During the remainder of 2004, the Company will continue activities on the
Brisas project that are required to complete a bankable feasibility study in
December 2004. In addition to the efforts related to the completion of the
feasibility study, management is currently identifying equipment and
consumable sources, continuing activities to secure permits and easements
required to construct the Brisas project, developing plans to address
regional social issues related to the construction and operation of the
project, and developing plans to obtain exoneration from or otherwise
minimize the impact of VAT and duty taxes related to the project.
Management and its advisors have developed a comprehensive critical-path plan
for funding the mine construction. This plan includes the development and
implementation of project related contracts such as engineering, procurement
and construction management, port facilities, concentrate sales contracts,
electricity and fuel supply contracts, and a number of other agreements
related to the construction and operation of the Brisas project. Concurrent
with these activities, management will also devote substantial time and
effort on a marketing program designed to identify and obtain the required
debt and equity for the Brisas project.
The ultimate design and future cost of construction of the Brisas project is
subject to the results of a bankable feasibility study which will be required
before a production decision can be made. Actual construction costs,
production rates and cost of production will vary from the preliminary
feasibility study estimates based on the results of the bankable feasibility
study, as well as factors encountered if and when production commences. The
timing of these activities is subject to, among other things, project
financing, typical environmental and regulatory permits as well as the
scheduling of third party consultants and contractors.
Choco 5 Property
The Company continues to be focused primarily on its Brisas project however,
to a lesser extent, the Company is continuing limited activities on its Choco
5 property. The Choco 5 property, a grass-roots gold exploration target, is
located in the El Callao mining district in the State of Bolivar,
southeastern Venezuela. Since acquiring the property in 2000, the Company has
invested approximately $200,000 on acquisition and exploration costs and
expects to expend up to $300,000 beginning in early 2005, on further
exploration. Exploration activities will include the following: environmental
permitting, additional geologic mapping and reconnaissance, comprehensive grid
of soil geochemical sampling, exploration drilling, geophysical testing of
established gold anomalies in the eastern sector of the property, trenching
and selective diamond drilling of gold anomalies, and construction of access
roads to facilitate the above activities.
Financial Overview
Overview.
The following discussion of financial position as of September 30, 2004 and
results of operations for the three and nine months ended September 30, 2004
and 2003 are to be read in conjunction with the Companys unaudited
consolidated financial statements and related notes, included herein.
We prepare our consolidated financial statements in U.S. Dollars in
accordance with accounting principles generally accepted in Canada. These
financial statements together with the following managements discussion and
analysis, dated November 10, 2004, are intended to provide investors with a
reasonable basis for assessing the financial performance of the Company as
well as certain forward-looking statements relating to the Companys potential
future performance. Additional information on the Company can be found in the
Companys Annual Information Form filed with Canadian Securities Regulators
at HYPERLINK "http://www.sedar.com" www.sedar.com and its Form 20F filed
with the US Securities and Exchange Commission at www.sec.gov.
The Company is engaged in the business of exploration and development of
mining projects and is presently focusing its financial resources on its most
significant asset, the Brisas project, and to a lesser extent the exploration
of its Choco 5 property, both located in Bolivar State, Venezuela. The
Company has no commercial production at this time. As a result, the Company
has not recorded revenue or cash flow from its mining operations and has
experienced losses from operations for each of the last five years, a trend
we expect to continue until the Brisas project is fully developed and put
into commercial production. The Company has historically financed its
operations through the sale of common stock and other equity securities.
Management expects the Brisas project, if constructed, to be similarly
financed along with project and corporate debt financing.
Venezuela has experienced high levels of inflation during the last several
years as well as political instability, civil unrest, currency and exchange
controls, and a decline in industrial output and foreign investment. In
August 2004, Venezuela held a mid-term presidential recall referendum (as
provided in the Constitution), the result of which was President Chavez
maintained his position as president of Venezuela. Since the referendum, the
political climate in Venezuela appears to have improved. Despite political
and economic turmoil, we have not experienced any significant adverse impact
to date on our operations in Venezuela nor have we curtailed our investment
activities in the country. However, our operations and investments in
Venezuela could be adversely affected in the future.
As noted elsewhere in this report, the Company has engaged a number of
engineering; construction marketing and financial services consultants to
complete the bankable feasibility study and obtain funding for the
construction and operation of the Brisas project. Completion of the
feasibility study (expected in December 2004), obtaining the required permits
and obtaining funding for the Brisas project will continue to be the Companys
primary focus during the remainder of 2004 and into 2005.
Results of Operations.
The Companys results of operation are a product of operating expenses,
primarily related to the development of the Brisas project, net of investment
income. Consolidated net loss for the three and nine months ended September
30, 2004 amounted to $1,420,077 and $3,512,192 or $0.05 and $0.12 per share
compared to consolidated net loss of $809,276 and $2,074,145 or $0.03 and
$0.09 per share for the same periods in 2003.
Other income for the three and nine month periods ended September 30, 2004
increased by approximately $48,000 and $49,000 over the comparable three and
nine month periods in 2003. The change was primarily due to an increase in
investment gains.
Operating expenses for the three and nine months ended September 30, 2004
amounted to $1,613,417 and $4,040,009, respectively, which is an increase
from the comparable three and nine-month periods in 2003 of $658,477 and
$1,486,701, respectively. The increase in operating expenses is primarily due
to the normal expansion of the organization required for the proposed future
development of the Brisas project, increased costs related to investor
relations as well as the impact of adopting the Canadian Institute of
Chartered Accountants Standard 3870 under which the fair value method of
accounting for stock options granted to employees and directors is recorded
as compensation expense. See footnote 3 to the consolidated financial
statements.
Liquidity and Capital Resources.
The Company had no significant investing activities during the nine months
ended September 30, 2004, other than the purchase and sale or maturity of
marketable securities, which, on a net basis, totaled approximately
$1,700,000 in sales and maturities of marketable securities.
The total financial resources of the Company, cash plus marketable
securities, decreased $6.1 million from December 31, 2003 to approximately
$13.7 million as of September 30, 2004.
On November 4, 2004 the Company completed an offering of 5,361,000 Units of
the Company representing aggregate gross proceeds to the Company of
CDN$30,021,600 or approximately $25,000,000. A syndicate of underwriters
purchased the Units on a bought deal basis for sale to investors at a price
of CDN$5.60 or approximately $4.66 per Unit. Each Unit is comprised of one
Common Share and one-half of a Common Share Purchase Warrant of Gold Reserve.
Each whole Common Share Purchase Warrant will entitle the holder thereof to
acquire one Common Share of Gold Reserve at a price of CDN$6.50 or
approximately $5.45 per Common Share for a period of 24 months following the
closing date of the Offering. The net proceeds from the offering will be used
for the development of the Brisas property.
As of November 10, 2004, the Company held approximately $38 million in cash
and investments at market. In the near-term management believes that current
cash and investment balances are sufficient to allow the Company to fund its
activities through 2005 (excluding construction costs related to the Brisas
project). The ultimate design and cost of the Brisas mining facility and
associated expenditures are subject to the results of a final feasibility
study.
As of November 10, 2004, the Company had the following shares, equity units,
warrants and share options issued:
Class A common 33,673,895
Equity units* 1,157,397
Warrants to purchase Class A common shares 4,689,800
Options to purchase Class A common shares 3,233,874
*An equity unit consists of one class B common share of Gold Reserve Inc. and
one class B common share of Gold Reserve Corporation. Equity units are
convertible into Class A common shares of Gold Reserve Inc. on a one to one
basis.
Further activities related to the completion of the Brisas bankable
feasibility study will include further analysis of the applicability of
producing copper cathode on-site, further metallurgical testing, drilling,
geotechnical studies and environmental studies, final feasibility and
engineering, as well as permitting and on-going maintenance. The timing of
these activities is subject to, among other things, typical environmental and
regulatory permits as well as the scheduling of third party consultants and
contractors.
Future production of gold and copper on the Brisas property is dependent
upon, among other things, the price of gold and copper, obtaining the
appropriate environmental and operating permits, and obtaining adequate
financing. Management can provide no assurances that it will be able to
acquire the required significant additional financing that will be needed, if
and when, construction on the Brisas project commences. Failure to raise the
required funds will impede the Companys ability to construct and operate the
Brisas project and would, in the long-term, have a material adverse effect on
the Company.
CONSOLIDATED BALANCE SHEETS
September 30, 2004 (unaudited) and December 31, 2003
September 30, December 31,
U.S. Dollars 2004 2003
ASSETS
Current Assets
Cash and cash equivalents $ 6,804,297 $ 11,331,503
Marketable securities 6,853,455 8,450,478
Deposits, advances and other 313,418 310,820
Accrued interest 26,248 68,651
Total current assets 13,997,418 20,161,452
Property, plant and equipment, net 49,562,649 46,126,317
Other 796,660 742,713
Total assets $ 64,356,727 $ 67,030,482
LIABILITIES
Current Liabilities:
Accounts payable and
accrued expenses $ 935,966 $ 765,860
Total current liabilities 935,966 765,860
Minority interest in
consolidated subsidiaries 1,121,741 1,126,151
Total liabilities 2,057,707 1,892,011
SHAREHOLDERS' EQUITY
Serial preferred stock, without par value
Common shares and equity units,
without par value 113,480,662 112,971,425
Less common shares
held by affiliates (674,598) (674,598)
Stock options 838,355
Accumulated deficit (50,985,297) (47,054,004)
KSOP debt (360,102) (104,352)
Total shareholders' equity 62,299,020 65,138,471
Total liabilities and
shareholders' equity $ 64,356,727 $ 67,030,482
The accompanying notes are an integral part
of the consolidated financial statements.
Approved by the Board of Directors:
s/ Chris D. Mikkelsen s/ Patrick D. McChesney
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2004 and 2003 (unaudited)
Three Months Ended Nine Months Ended
U.S. Dollars 2004 2003 2004 2003
OTHER INCOME
Interest $ 111,805 $ 145,664 $ 347,958 $ 467,363
Gain on sale of
marketable securities 81,535 179,859 11,800
193,340 145,664 527,817 479,163
EXPENSES
General and administrative 674,437 365,513 1,771,674 970,192
Technical services 744,126 507,807 1,583,887 1,133,892
Corporate communications 179,231 105,885 563,098 303,182
Legal and accounting 10,984 9,725 82,002 107,902
Foreign currency (gain) loss 2,772 (41,409) 43,758 15,861
Minority interest in
net income (loss) of
consolidated subsidiaries 1,867 7,419 (4,410) 22,279
1,613,417 954,940 4,040,009 2,553,308
Net loss $(1,420,077) $(809,276) $(3,512,192) $(2,074,145)
Net loss per share $(0.05) $(0.03) $(0.12) $(0.09)
Weighted average
common shares
outstanding 28,386,147 23,673,135 28,291,545 23,553,556
CONSOLIDATED STATEMENTS OF DEFICIT
For the Nine Months Ended September 30, 2004 and 2003 (unaudited)
U.S. Dollars
Deficit, December 31, 2003 $ (47,054,004)
Adjustment for stock option
compensation from 2002 and 2003 (419,101)
Net loss (3,512,192)
Deficit, September 30, 2004 $ (50,985,297)
Deficit, December 31, 2002 $ (43,346,668)
Net loss (2,074,145)
Deficit, September 30, 2003 $ (45,420,813)
The accompanying notes are an integral part of the
consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three and Nine Months Ended September 30, 2004 and 2003 (unaudited)
Three Months Ended Nine Months Ended
U.S. Dollars 2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net loss $(1,420,077) $(809,276) $(3,512,192) $(2,074,145)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Stock option compensation 116,320 419,254
Depreciation 15,485 10,992 40,597 33,369
Amortization of premium on
marketable securities 26,945 22,993 93,802 68,211
Foreign currency loss (gain) 2,772 (41,409) 43,758 15,861
Minority interest in net income (loss)
of consolidated subsidiaries 1,867 7,419 (4,410) 22,279
Net gain on sale of
marketable securities (81,535) (179,859) (11,800)
Shares issued for compensation 13,279
Changes in non-cash working capital:
Net decrease (increase) in deposits,
advances and accrued interest 124,954 (26,259) 148,905 28,150
Net increase in accounts payable
and accrued expenses 515,507 191,547 170,106 118,359
Net cash used by operating activities (697,762) (643,993) (2,766,760) (1,799,716)
Cash Flows from Investing Activities:
Proceeds from the sale and maturity of
marketable securities 2,881,535 2,000,000 4,729,859 6,851,300
Purchase of marketable securities (764,275) (1,300,718) (3,046,779) (4,486,325)
Purchase of property,
plant and equipment (1,274,913) (14,928) (3,476,929) (19,929)
Other (56,232) 31,632 (214,397) 40,734
Net cash provided (used)
by investing activities 768,115 715,986 (2,008,246) 2,385,780
Cash Flows from Financing Activities:
Proceeds from the
issuance of common shares 194,400 9,659,250 247,800 9,659,250
Net cash provided by financing activities 194,400 9,659,250 247,800 9,659,250
Change in Cash and Cash Equivalents:
Net Increase (decrease) in
cash and cash equivalents 282,753 9,731,243 (4,527,206) 10,245,314
Cash and cash equivalents -
beginning of period 6,521,544 2,098,703 11,331,503 1,584,632
Cash and cash equivalents -
end of period $ 6,804,297 $11,829,946 $6,804,297 $11,829,946
The accompanying notes are an integral part of the consolidated financial
statements.
Selected Notes To Consolidated Financial Statements For the Nine Months Ended
September 30, 2004 and 2003 (unaudited) Expressed in U.S. Dollars
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in
Canada for interim financial information. Accordingly, they do not include
all of the information and footnotes required by accounting principles
generally accepted in Canada for complete financial statements.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of Gold Reserve Inc. and subsidiaries (the "Company") as
of September 30, 2004, and the results of operations and the cash flows for
the nine months ended September 30, 2004 and 2003. The results of operations
for the nine months ended September 30, 2004 and 2003 are not necessarily
indicative of the results to be expected for the full year.
The Company reviewed costs incurred on the Brisas project and in accordance
with its accounting policy has capitalized $3,373,446 associated with the
Brisas feasibility study during 2004. Of the costs that were capitalized,
$2,116,764 relates to costs incurred in the first two quarters of 2004, which
had previously been expensed.
These financial statements follow the same accounting policies and methods of
their application as the most recent annual financial statements and should be
read in conjunction with the consolidated financial statements including notes
thereto included in the Companys 2003 annual report.
2. Geographic Segments
Net Loss for the Three and Nine Months Ended September 30, 2004 and 2003
Three Months Ended Nine Months Ended
2004 2003 2004 2003
United States $ 676,229 $ 331,511 $ 2,321,032 $ 962,499
Venezuela 743,848 477,765 1,191,160 1,111,646
Consolidated $ 1,420,077 $ 809,276 $ 3,512,192 $ 2,074,145
3.Share Option Plan:
The Companys Equity Incentive Plan (the "Plan") allows for the granting of
common share purchase options to officers, directors and key individuals for
terms of up to ten years. The vesting period of options ranges from
immediately to up to three years. There were 724,937 options remaining for
future grants at September 30, 2004. Share option transactions for the nine
months ended September 30, 2004 and 2003 are as follows:
2004 2003
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
Options outstanding
at beginning of period 3,204,124 $ 0.95 3,368,549 $ 0.80
Options exercised (284,954) $ 1.00 (55,000) $ 0.73
Options canceled (19,296) $ 1.13
Options granted 395,500 $ 3.67 128,075 $ 1.56
Options outstanding
at end of period 3,295,374 $ 1.27 3,441,624 $ 0.83
Options exercisable
at end of period 3,033,190 $ 1.12 3,299,320 $ 0.81
Price Price
Range Range
Exercise price
at end of period $ 0.55 - $ 4.14 $ 0.50 - $ 1.58
Exercise price for
exercisable shares $ 0.55 - $ 4.14 $ 0.50 - $ 1.58
Effective January 1, 2004, the Company adopted the new requirements of the
Canadian Institute of Chartered Accountants standard 3870 under which the
fair value method of accounting for stock options granted to employees and
directors is followed. Accordingly, compensation expense was recorded on a
retroactive basis to retained earnings to show the effect of compensation
expense associated with stock option grants to employees and directors from
January 1, 2002 to December 31, 2003, which amounted to $419,101.
The Company recorded additional compensation expense of $419,254 for stock
options granted during the nine months ended September 30, 2004. The fair
value of the options granted was calculated using the Black-Scholes model
assuming a risk free interest rate of 3.25%, expected life of five years,
expected volatility of 65% and a dividend yield of nil.
4.Subsequent Event:
On November 4, 2004 the Company completed an offering of 5,361,000 Units of
the Company representing aggregate gross proceeds to the Company of
CDN$30,021,600 or approximately $25,000,000. A syndicate of underwriters
purchased the Units on a bought deal basis for sale to investors at a price
of CDN$5.60 or approximately $4.66 per Unit. Each Unit is comprised of one
Common Share and one-half of a Common Share Purchase Warrant of Gold Reserve.
Each whole Common Share Purchase Warrant will entitle the holder thereof to
acquire one Common Share of Gold Reserve at a price of CDN$6.50 or
approximately $5.45 per Common Share for a period of 24 months following the
closing date of the Offering. The net proceeds from the offering will be used
for the development of the Brisas property.
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.
GOLD RESERVE INC.
By: s/ Robert A. McGuinness
Vice President Finance & CFO
November 11, 2004