PRESS RELEASE:
Rusoro Mining Ltd. is pleased to confirm that, in spite of continued defensive tactics by Gold Reserve Inc., Rusoro is committed to providing Gold Reserve shareholders the opportunity to consider Rusoro's bid for 100% of the shares of Gold Reserve (the "Bid") on its merits. The Bid was launched on December 15, 2008, it remains open, and Gold Reserve shareholders are free to tender their shares to the bid at any time prior to the Bid expiry time of midnight at the end of January 21, 2009.
Andre Agapov, CEO of Rusoro stated, "We have proven our ability to acquire, rationalize, turn-around, and operate previously struggling assets in Venezuela and we are excited to have the opportunity to apply our experience to Gold Reserve's projects for the benefit of Gold Reserve and Rusoro shareholders. We will work very hard to make sure Gold Reserve shareholders are not prevented by their own management team from having the opportunity to consider our premium bid. We have just completed a positive quarter of operations at both our Choco 10 and Isidora mines and will be providing an update on our operations shortly. Having only acquired the Choco 10 mine in November 2007 and the Isidora mine in July 2008, both of which had been shut down by their previous owners due to labour and permitting issues, my congratulations go to our operational teams who have done an outstanding job in an incredibly short timeframe."
On December 30, 2008, Gold Reserve filed a court application for an injunction that, if granted, would prevent the Gold Reserve shareholders from considering the Bid. Rusoro will vigorously defend itself against all of the allegations made in Gold Reserve's injunction application to ensure that Gold Reserve shareholders have the opportunity to accept our premium offer.
Also on December 30, 2008, the Gold Reserve board of directors issued their response circular (the "GRZ Circular") in connection with the Bid. In the GRZ Circular, Gold Reserve made unfounded allegations including attacks on the Bid as well as Rusoro's financial and operating record. By way of example:
- Gold Reserve claims that the Bid was not a premium bid. This is untrue. 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 Gold Reserve's share prices for the relevant trading days on the TSX Venture Exchange and the Toronto Stock Exchange respectively. Based on Rusoro's closing price on the TSX Venture Exchange on Friday, January 2, 2009, the Bid represented a value of C$2.04 per Gold Reserve share.Rusoro has worked diligently in preparing the Bid with its Canadian and U.S. legal advisors (Blake, Cassels & Graydon LLP, Anfield, Sujir, Kennedy & Durno, Gersten Savage LLP and Dorsey & Whitney LLP), its financial advisor (Endeavour Financial International Corporation), its technical consultants (Micon International and Scott Wilson Roscoe Postle), its accounting advisor (Deloitte & Touche LLP) and its external auditors (Grant Thornton LLP and Espineira, Sheldon Y Asociados aka PricewaterhouseCoopers Venezuela). Rusoro intends to continue to vigorously defend and overcome any distracting tactics as they may arise so that Gold Reserve shareholders can consider the Bid for themselves.
- Gold Reserve hired a litigation accounting firm to attack Rusoro's financial statements. Rusoro is confident that it has provided all required financial disclosure in its public filings. Gold Reserve's litigation firm made no allegation that Rusoro's financial statements do not comply with Canadian or U.S. accounting requirements. Furthermore, this litigation firm went to great lengths to confirm that Rusoro had prepared its statements in accordance with Canadian Generally Accepted Accounting Principles ("GAAP"). Rusoro also reconciled its relevant financials to U.S. GAAP for the benefit of Gold Reserve's U.S. shareholders.
- Gold Reserve hired a technical consulting firm to attack Rusoro's technical disclosure. However, this consulting firm's principal conclusion was that Rusoro may have overstated its contained ounces of gold by approximately 114,000 ounces due to the amount of mining Rusoro has completed since the last reserve/resource update. This amount is approximately 1.6% of Rusoro's measured and indicated resources (inclusive of reserves) of 7.1 million ounces of gold and Rusoro does not believe this change is material.
- Gold Reserve claims that calculating the pro-rata ownership of Gold Reserve shareholders in a combined company on an issued share basis (which would be 30.4%) is misleading. Alternatively, Gold Reserve suggests that on a fully-diluted basis the pro-rata ownership of Gold Reserve shareholders would decrease to 22%. For this dilution to occur, US$80 million in debt would be eliminated from Rusoro's balance sheet and an additional US$425 million in cash would be generated for the combined company, at an average price of C$3.58 per Rusoro share (using the noon Bank of Canada exchange rate on January 2, 2009 of C$1.2107/US$).
- Gold Reserve challenges Rusoro's ability to operate in Venezuela by implying that Rusoro does not have a constructive working relationship with the Venezuelan authorities. This claim is unfounded. Since commencing operations, the Rusoro team has repeatedly demonstrated its ability to operate successfully in Venezuela by being able to:-- Restart the Choco 10 mine shortly after its acquisition after it had been effectively shut down as a result of both permitting and labour issues;- Gold Reserve claims that Rusoro has material information regarding Gold Reserve's Choco 5 property as a result of trespass. This claim is unfounded. Rusoro completed limited condemnation drilling on Gold Reserve's Choco 5 property in the summer of 2008, in accordance with established practices between the two companies. Condemnation drilling is drilling for the purpose of confirming that no mineral resources are present in a certain area, and in this case, Rusoro wanted to confirm that no gold was in the area of a proposed pit wall. As expected, the condemnation drilling showed the rock to be barren. Rusoro communicated this fact to Gold Reserve.
-- Restart the Isidora mine shortly after its acquisition after it had been effectively shut down as a result of both permitting and labour issues;
-- Permit and develop its San Rafael/El Placer project operations which are expected to reach commercial production in 2010;
-- Establish the first mixed enterprise joint venture of its kind with the Venezuelan government in the mining industry regarding the Isidora gold mining assets as part of its acquisition;
-- Resolve and duly settle the legacy legal proceedings instigated by Ferrominera del Orinoco in 2004 against, Promotora Minera de Venezuela S.A. ("PMV"). These proceedings were initiated before PMV was part of the Rusoro group. Rusoro acquired PMV as of November 30, 2007. This action was formally abandoned on July 6, 2008, the legal proceedings were terminated on September 24, 2008 and, as a result, PMV's 95% ownership in the Choco 10 operations is no longer under dispute.
- Finally, Gold Reserve implies that Rusoro does not have the operating ability to bring value to shareholders. This claim is unfounded. Rusoro recently acquired both the Choco 10 and Isidora mines, has restarted them both from problems that plagued their previous owners, reported record amounts of ore processed through the Choco 10 mill in November 2008, reported record low combined cash costs at the Choco 10 and Isidora mines of US$385/ounce for November 2008, and will be releasing an update in respect of the positive 4Q 2008 operations at both Choco 10 and Isidora shortly.
ON BEHALF OF THE BOARD
Andre Agapov, Chief Executive Officer
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