Gold Reserve receives Rusoro bid, seeks counsel

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Gold Reserve receives Rusoro bid, seeks counsel

posted on Dec 15, 2008 08:31AM

Gold Reserve receives Rusoro bid, seeks counsel

2008-12-15 12:07 ET - News Release

Also News Release (C-RML) Rusoro Mining Ltd Mr. A. Douglas Belanger reports

GOLD RESERVE RECEIVES UNSOLICITED OFFER FROM RUSORO MINING LTD AND ENGAGES FINANCIAL AND LEGAL ADVISORS

Rusoro Mining Ltd. has commenced an unsolicited offer to acquire all of the outstanding shares and equity units of Gold Reserve Inc. in consideration for three shares of Rusoro for each Gold Reserve share or equity unit.

Gold Reserve has retained RBC Capital Markets and JP Morgan as financial advisers, and Fasken Martineau DuMoulin LLP and Baker & MacKenzie LLP as legal advisers, in connection with the offer. The board, together with its financial advisers and legal advisers, will review the full terms of the offer when they are received, and, following that review, the board will make a recommendation that is in the best interests of shareholders. Gold Reserve urges shareholders to wait for its board to make its recommendation to shareholders before making a decision with respect to the offer. However, Gold Reserve recommends that all interested parties review the Sept. 30, 2008, management's discussion and analysis and interim financial statements of Rusoro Mining. These filings can be found on SEDAR under Rusoro Mining.

On Friday, Dec. 12, 2008, the board of directors received a non-binding proposal from Rusoro and received calls from representatives of Rusoro's legal counsel and its financial adviser, Endeavour Financial Corp., regarding the proposal. On Sunday, Dec. 14, 2008, Gold Reserve sent letters to each of Rusoro and Endeavour expressing concerns about the role of Endeavour in Rusoro's offer. Endeavour also provides advisory services to Gold Reserve and has in-depth knowledge of confidential and proprietary information about Gold Reserve. In the circumstances, Gold Reserve believes that the offer cannot proceed and, together with its financial and legal advisers, is considering its options to protect shareholder interests.