PRESS RELEASE:
Rusoro Mining Ltd. has learned by way of Gold Reserve Inc. press release issued on or after 4:00 pm Eastern time on December 24, 2008, that the board of directors of Gold Reserve has amended its shareholder rights plan without obtaining GRZ shareholder approval.
The amendments to the GRZ Plan include extending the definition of a "Permitted Bid" under the GRZ Plan to exclude a bid from an entity which has confidential information about Gold Reserve that hasn't executed a confidentiality and standstill agreement within three months prior to the commencement of that bid. These highly unusual amendments do not have any impact on Rusoro's previously announced bid to acquire certain securities of Gold Reserve (the "Bid") as Rusoro does not, and at the time of the Bid did not, have confidential information about Gold Reserve.
Andre Agapov, CEO of Rusoro stated, "Although the Bid is not affected by these amendments, this appears to be another drastic attempt by entrenched management of GRZ to prevent Gold Reserve shareholders from deciding to tender to the Bid. We are disappointed at these tactics but we are determined to ensure that Gold Reserve shareholders are not disenfranchised."
As of December 12, 2008 (the last trading day before the Bid was announced), the Bid represented a value of C$1.08 per Gold Reserve share, a premium of 140% on the closing prices and 209% on the 30-day volume weighted average prices, using Rusoro's and GRZ's share prices for the relevant trading days on the TSX Venture Exchange and the Toronto Stock Exchange respectively.
In order to allow Gold Reserve shareholders to consider the Bid on its merits, Rusoro intends to seek an order cease trading the rights under the GRZ Plan prior to the expiry of the Bid. The Bid is set to expire at midnight at the end of January 21, 2009. Gold Reserve shareholders are free to tender their shares to the Bid at any time prior to such time.
Rusoro's financial advisor is Endeavour Financial International Corporation, its Canadian legal counsel are Blake, Cassels & Graydon LLP and Anfield, Sujir, Kennedy & Durno and its US legal counsel are Gersten Savage LLP and Dorsey & Whitney LLP.
ON BEHALF OF THE BOARD
Andre Agapov, Chief Executive Officer
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