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Message: UPDATE 3-Rusoro Mining withdraws Gold Reserve bid / see note on KRY

UPDATE 3-Rusoro Mining withdraws Gold Reserve bid / see note on KRY

posted on Feb 10, 2009 01:31PM

Adds details, background)

TORONTO, Feb 10 (Reuters) - Rusoro Mining (RML.V) said on Tuesday it had withdrawn its hostile takeover offer for Gold Reserve (GRZ.TO), after a Canadian court granted an injunction halting the bid.

Rusoro launched the C$128 million ($103 million) bid in December in order to take control of the Brisas gold property in Venezuela, which contains about 10 million ounces and sits next to the even bigger Las Cristinas deposit that has been under development by Crystallex International (KRY.TO).

An Ontario Superior Court Judge granted an injunction halting the bid earlier on Tuesday, ruling that Rusoro had gained improper access to Gold Reserve's confidential information through its contact with Endeavor Financial, (EDV.TO), which has advised both companies.

In a statement, Rusoro said conditions of the offer "can no longer be be satisfied as a result of the decision issued today."

Gold Reserve's shares have remained consistently well below the offer, which values each of its shares at three Rusoro shares, suggesting few in the market had expected the deal to succeed.

Rusoro, which is based in Canada but controlled by Russian Vladimir Agapov, enjoys close ties with the Venezuelan government, and would appear to be well positioned to get the green light to mine Brisas, which Gold Reserve has struggled to do.

Rusoro ended the session at 74 Canadian cents, while Gold Reserve fell 4 Canadian cents to C$1.24. The offer, which valued Gold Reserve, at C$2.22 a share, was withdrawn after markets closed.

Executives of Gold Reserve and Rusoro were not available for comment.

The takeover plan had been part of a long-feared move by Venezuela's government to consolidate the Brisas and Las Cristinas properties.

Gold Reserve and Crystallex have been trying for years to get permits to construct what would be massive mines on the sites, but final approvals have been repeatedly pushed back or delayed.

Venezuelan President Hugo Chavez said in January the country had formed a joint venture with Rusoro to mine the deposits, but Gold Reserve and Crystallex have not said they have been told directly of this.

Shares of Crystallex, which was believed to be next on Rusoro's shopping list after the Gold Reserve acquisition, rose 5.5 Canadian cents to 33.5 Canadian cents after the court injunction was announced.

Due to the deal's cancellation, Rusoro said it will not proceed with an Ontario Securities Commission challenge of Gold Reserve's shareholder rights plan, or poison pill.

($1=$1.24 Canadian) (Reporting by Cameron French; editing by Rob Wilson)

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