A couple of points on this..
1. If the Rusoro bid were successful they would have to issue another 171 million shares to cover the existing shareholding of GRZ (57 million X 3)
2. It would also consitute a change of control so that means the owners of the convertible paper would also have to be paid out in full. I assume RML would elect to pay in their own shares rather than cash which, if they were valued at 50 cents US would entail another 206 million shares. (Convertibles are $103 million face value). It is also likely that the note holders would want to dump those shares as quickly as possible so there could be some chaos in the market for a while until those were absorbed.
3 Rusoro has also pledged shares against some of their existing loans which come due soon. There is no way of knowing if they will issue shares or negotiate another deal but it's fair to expect at least another 160 million shares for $80 million which is coming due.
Total shares at that point would be estimated at 927 million so the GRZ shareholders would have just 171 million of those or 18%..
Now that's the starting point for a KRY takeover, if RML decide to go that way so now add in the number of shares you would need to get KRY holders interested considering the starting point is almost a billion.
There is another wrinkle in the Jan 21st deadline, and that is the Feb 5th injunction hearing. It is likely that RML will get some GRZ stock tendered but not sufficient for the bid to be successful.
In that event they are likely to extend the deadline and if that runs into the injunction the whole process may go into limbo and anyone who has tendered will be left without access to their shares for a significant, but unknown period of time. That in itself is sufficient IMO to make anyone who realises this possibility think twice before tendering their shares and effectively losing control of them.