OSC SETS HEARING DATE TO CONSIDER CEASE TRADE OF GOLD RESERVE
POISON PILL
February 9, 2009
Vancouver, Canada -- Rusoro Mining Ltd. (TSX-V:RML) ("Rusoro" or
the "Company") confirmed that the Ontario Securities Commission
(the "OSC") has set a hearing date to consider cease trading
Gold Reserve Inc.'s shareholders rights plan pursuant to an application
made by Rusoro in connection with its takeover
bid for Gold Reserve Inc. ("Gold Reserve"). The hearing
before the OSC will take place Thursday, February 12, 2009 at 10:00 am Eastern Time.
Rusoro has made an application to the OSC
requesting that the OSC issue a permanent order pursuant to section 127
of the Ontario Securities Act that trading cease in respect of any
securities issued, or to be issued, under or in connection with Gold
Reserve's shareholders rights plan (more commonly known as a "poison
pill"), including trading in respect of the rights issued under the
plan and any common shares of Gold Reserve to be issued upon the exercise
of the rights. An order "cease trading" the poison pill would
effectively waive the application of the pill to Rusoro's
offer and would allow Rusoro to take up shares
pursuant to the Offer without triggering the pill. Rusoro will issue a press release providing any
updates with respect to the poison pill as appropriate following
completion of the OSC hearing.
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.
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 and is on schedule
to have two additional mines (Increible 6 and
SREP) in production by Q4 2009 and Q1 2010 respectively.
ON BEHALF OF THE BOARD
"George Salamis"
President
For further information, please contact:
George Salamis, President
Tel: +1 604 632 4044
Email: gsalamis@rusoro.com
Ross Gatensbury, Investor Relations
Tel: +1 604 632 4044
Email: gates@rusoro.com
Vanguard Shareholder Solutions
Tel: +1 604 608 0824
Toll Free: +1 866 591 0825
www.rusoro.com
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
The TSX Venture Exchange has not reviewed and
does not take responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Statement
This press release, the Take-Over Bid and Circular, the Notice of
Variation, including the schedules attached therein, 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 is 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
AND 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.
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