Thursday, January 8, 2009

Gold Reserve Amends Shareholder Rights Plan

Gold Reserve Inc. (GRZ) announces that its Board of Directors has amended the Shareholder Rights Plan adopted on January 29, 2006 and confirmed by its shareholders on March 22, 2006. The amendment is effective immediately and will be presented for confirmation at the next meeting of Gold Reserve shareholders.

The Rights Plan is amended by extending the definition of "Permitted Bid" to include a bid by an entity which has confidential information about Gold Reserve that has executed a confidentiality and standstill agreement within three months prior to the commencement of the bid. This amendment will further ensure that all potential bids are made on a basis which is fair to all bidders and to the shareholders of Gold Reserve.

Additionally, pursuant to the Rights Plan, the Board of Directors has indefinitely extended the Separation Time (as defined in the Rights Plan) triggered by the Non-Permitted Offer (as defined below). Details of the amendment will be filed on SEDAR (www.sedar.com), EDGAR (www.sec.gov), and on Gold Reserve's website at www.goldreservinc.com.

In response to the unsolicited non-permitted offer by Rusoro Mining Ltd. (RML) announced on December 15, 2008 (the "Non-Permitted Offer"), the Gold Reserve Board of Directors has formed an Independent Committee of the Board comprised of James H. Coleman, Chairman of the Independent Committee, Jean Charles Potvin, Chris D. Mikkelsen, and Patrick D. McChesney. In addition, the Board has retained RBC Capital Markets and JP Morgan as financial advisors and Fasken Martineau DuMoulin LLP and Baker & McKenzie LLP as legal advisors in connection with this Non-Permitted Offer as well as other expert advisors. The committee, together with its financial and legal advisors, is reviewing the terms of the Non-Permitted Offer and following that review the Board will make a recommendation that is in the best interests of shareholders.

The Non-Permitted Offer does not expire until January 21, 2009. Gold Reserve urges shareholders to wait for the Board to make its recommendation before making a decision with respect to the Non-Permitted Offer.

Doug Belanger, President of Gold Reserve stated, "We are amending the shareholder rights plan to protect the rights of Gold Reserve shareholders. The Independent Committee of the Board was formed to ensure that shareholder rights are protected and that no potential conflicts of interest arise in discharging this duty to shareholders."

Gold Reserve intends to advise its shareholders within the time period required under applicable law whether the Board recommends acceptance or rejection of the Non-Permitted Offer; expresses no opinion and remains neutral toward such offer; or is unable to take a position with respect to such offer and the reason(s) for its position. After a Director's Circular and the Board's recommendation with respect to the Non-Permitted Offer is filed, investors and shareholders may obtain a copy of the Circular at www.sedar.com or the recommendation statement from the United States Securities and Exchange Commission at www.sec.gov.

No comments:

Post a Comment