Rusoro Mining Ltd. (TSX VENTURE: RML) ("Rusoro" or the "Company")
announced today that in connection with its takeover bid (the
"Bid") for Gold Reserve Inc. ("Gold Reserve") it has applied for an
order from the Ontario Securities Commission ("OSC") to cease trade
Gold Reserve's shareholders rights plan (more commonly known as a
"poison pill"). The OSC is expected to set a hearing date shortly.
Rusoro expects the hearing to be held prior to the expiry of its
Bid, and it intends to issue a release announcing the hearing date
once it has been set. Rusoro will also issue a press release
providing any updates with respect to the poison pill as
appropriate following completion of the OSC hearing. Rusoro fully
expects that the poison pill will be cease traded and urges Gold
Reserve shareholders to tender their shares immediately.
Rusoro has offered to acquire all of the outstanding Class A
common shares and equity units of Gold Reserve on the basis of
three Rusoro shares for each Gold Reserve share or equity unit. The
offer deadline is 5:00 p.m. (Eastern time) on February 18, 2009
(the "Expiry Date").
Rusoro has considered, amongst other matters, that Gold Reserve
will have had more than two months to consider Rusoro's offer and
to table any alternatives by the Expiry Date. It is time for the
poison pill to be removed so that shareholders can respond to
Rusoro's offer.
About Rusoro
Rusoro is a junior gold producer with a large land position in
the prolific Bolivar State region of Venezuela. The Company
operates the Choco 10 and Isidora mines, processing the ore through
the Choco 10 mill facility near the town of El Callao. The Company
produced over 100,000 ounces of gold in 2008.
ON BEHALF OF THE BOARD
George Salamis, President
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE
COMPANY'S INFORMATION AGENT:
Georgeson
North American Toll Free Number: 1-888-605-7615
Banks and Brokers call collect: 1-212-806-6859
Cautionary Note Regarding Forward-Looking Statement
This press release, the Take-Over Bid and Circular, including
the schedules attached therein, the Notice of Variation, the pro
forma consolidated financial statements of the Company, and some of
the material incorporated by reference into the Circular, contain
certain forward-looking information and forward-looking statements,
as defined in applicable securities laws (collectively referred to
as "forward-looking statements"). Forward-looking statements
include possible events, statements with respect to possible
events, the proposed transaction, related litigation, the business,
operations and financial performance and condition of each of
Rusoro and Gold Reserve and the proposed combined company, the
future price of gold, the estimation of mineral reserves and
resources, the realization of mineral reserve and resource
estimates, the timing and amount of estimated future production,
costs of production, expected capital expenditures, costs and
timing of the development of new deposits, success of exploration,
development and mining activities, permitting time lines, currency
fluctuations, requirements for additional capital, government
regulation of mining operations, environmental risks, unanticipated
reclamation expenses, title disputes or claims, and limitations on
insurance coverage. The words "plans", "expects", "is expected",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "would",
"might", or "will be taken", "occur" and similar expressions
identify forward looking statements.
Forward-looking statements are necessarily based upon a number
of estimates and assumptions that, while considered reasonable by
Rusoro as at the date of such statements, are inherently subject to
significant business, economic, social, political and competitive
uncertainties and contingencies and other factors that could cause
actual results or events to differ materially from those projected
in the forward-looking statements. The estimates and assumptions of
Rusoro contained or incorporated by reference in the Circular which
may prove to be incorrect, include, but are not limited to, (1)
that Rusoro will be successful in acquiring 100% of the outstanding
Gold Reserve Equity, (2) that all required third party regulatory
and governmental approvals to the Take-Over Bid will be obtained
and all other conditions to completion of the transactions will be
satisfied or waived, (3) there being no significant disruptions
affecting operations, whether due to labour disruptions, supply
disruptions, power disruptions, damage to equipment or otherwise;
(4) permitting, development, expansion and power supply proceeding
on a basis consistent with Rusoro's current expectations; (5)
permitting and development proceeding on a basis consistent with
Rusoro's current expectations; (6) the exchange rate between the
Canadian dollar, the Venezuelan Bolivar and the U.S. dollar being
approximately consistent with current levels; (7) certain price
assumptions for gold; (8) prices for and availability of natural
gas, fuel oil, electricity, parts and equipment and other key
supplies remaining consistent with current levels; (9) production
forecasts meeting expectations; (10) the accuracy of Rusoro's
current mineral reserve and mineral resource estimates; and (11)
labour and materials costs increasing on a basis consistent with
Rusoro's current expectations.
Known and unknown factors could cause actual results or events
to differ materially from those projected in the forward-looking
statements. Such factors include, but are not limited to, risks
related to litigation; fluctuations in the currency markets;
fluctuations in the spot and forward price of gold or certain other
commodities (such as diesel fuel and electricity); changes in
interest rates; disruption to the credit markets and delays in
obtaining financing; inflationary pressures; risks arising from
holding derivative instruments (such as credit risk, market
liquidity risk and mark-to-market risk); changes in national and
local government legislation, taxation, controls, regulations and
political or economic developments in Canada, Venezuela or other
countries in which Rusoro does or may carry on business; business
opportunities that may be presented to, or pursued by Rusoro,
Rusoro's ability to successfully integrate acquisitions; operating
or technical difficulties in connection with mining or development
activities; actual results of exploration activities; the
possibility of cost overruns or unanticipated expenses; employee
relations; the speculative nature of gold exploration and
development, including the risks of obtaining and renewing
necessary licenses and permits; the impact of Venezuelan law on
Rusoro's operations; diminishing quantities or grades of reserves;
adverse changes in our credit rating; contests over title to
properties, particularly title to undeveloped properties; and the
occurrence of natural disasters, hostilities, acts of war or
terrorism.
In addition, there are risks and hazards associated with the
business of gold exploration, development and mining, including
environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins, flooding and gold bullion losses
(and the risk of inadequate insurance, or inability to obtain
insurance, to cover these risks). The following factors, amongst
others, related to the business combination of Rusoro and Gold
Reserve could cause actual results to differ materially from
forward-looking statements, including those contained in the
Circular: the Rusoro shares issued in connection with the Take-Over
Bid may have a market value lower than expected; the business of
Rusoro and Gold Reserve may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than
expected; and the expected combination benefits from the
combination of Rusoro and Gold Reserve may not be fully realized or
not realized within the expected time frame. All of the
forward-looking statements made in the Circular are qualified by
these cautionary statements and those made in the Circular itself.
These factors are not intended to represent a complete list of the
factors that could affect Rusoro and the combination of Rusoro and
Gold Reserve. Additional factors are noted elsewhere in the
Circular and in the documents incorporated by reference therein.
Although Rusoro has attempted to identify important factors that
could cause actual results or events to differ materially from
those described in forward-looking statements, there may be other
factors that could cause results or events not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, undue reliance should
not be placed on forward-looking statements. Rusoro undertakes no
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 or future events or
otherwise, except as may be required in connection with a material
change in the information disclosed in the Circular or as otherwise
required by law.
MORE INFORMATION AND WHERE TO FIND IT:
This press release does not constitute an offer to buy or an
invitation to sell, any of the securities of Rusoro or Gold
Reserve. Such an offer may only be made pursuant to a registration
statement and prospectus filed with the U.S. Securities and
Exchange Commission (the "SEC") and an offer to purchase and
circular filed with Canadian securities regulatory authorities.
Rusoro has filed with the SEC a Registration Statement on Form
F-10, a Tender Offer Statement on Schedule TO and other documents
and information, and has mailed an Offer and Circular and Notice of
Variation (each of which are filed as an exhibit to the
Registration Statement and Tender Offer Statement) to Gold Reserve
shareholders and equity unitholders (collectively, the
"Equityholders") concerning the Offer and the proposed combination
of Rusoro and Gold Reserve. GOLD RESERVE EQUITYHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT, THE TENDER OFFER STATEMENT, OFFER
AND CIRCULAR, NOTICE OF VARIATION AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors and Gold Reserve Equityholders may obtain
the documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by Rusoro are available free
of charge from Rusoro. You should direct requests for documents to
the Corporate Secretary, Rusoro Mining Ltd., Suite 2164, 1055
Dunsmuir Street, Vancouver, British Columbia V7X 1B1, telephone
(604) 632-4044.
The TSX Venture Exchange has not reviewed and does not take
responsibility for the adequacy or accuracy of this release.
Contacts: Rusoro Mining Ltd. George Salamis President (604)
632-4044 or Toll Free: 1-800-668-0091 Email: gsalamis@rusoro.com
Rusoro Mining Ltd. Ross Gatensbury Investor Relations (604)
632-4044 or Toll Free: 1-800-668-0091 (604) 632-4045 (FAX) Email:
gates@rusoro.com Website: www.rusoro.com
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