Gold Reserve issues statement on Shareholder Rights Plan



    SPOKANE, WA, Feb. 3 /CNW/ - Gold Reserve Inc. (NYSE Alternext: GRZ) (TSX:
GRZ) today issued the following statement in connection with Rusoro Mining
Ltd.'s (TSX-V: RML) ("Rusoro") announcement that it intends to seek a hearing
before the Ontario Securities Commission ("OSC") to cease trade the Gold
Reserve Shareholder Rights Plan (the "Rights Plan"). Rusoro made an
unsolicited offer on December 15, 2008 (the "Offer") to acquire all of the
outstanding shares and equity units of Gold Reserve in consideration for three
shares of Rusoro for each Gold Reserve share tendered under the Offer:

    
    "In the event that a hearing proceeds before the OSC with respect to the
    Rights Plan, we also intend to raise with the OSC the various significant
    and material deficiencies in the Offer documents and in Rusoro's public
    filings, many of which are set out in our Directors Circular of
    December 30, 2008 and other public statements. Our shareholders have
    indicated overwhelmingly that they do not want the Offer to proceed. We
    are confident that our shareholders will continue to recognize that
    Rusoro's Offer is opportunistic, financially inadequate and significantly
    undervalues Gold Reserve's assets and its overall contribution to the
    proposed combined company. Our Board and management team remain committed
    to ensuring that our shareholders receive full value for their
    investment. "
    

    Gold Reserve urges its shareholders to REJECT Rusoro's opportunistic
Offer and NOT TENDER any Gold Reserve shares into the Rusoro Offer.
    If shareholders have already tendered any of their Gold Reserve shares,
we urge them to withdraw them immediately. Shareholders who have tendered Gold
Reserve shares into the Rusoro Offer and who wish to obtain assistance in
withdrawing their Gold Reserve shares are urged to contact their broker or
Laurel Hill Advisory Group, the information agent retained by Gold Reserve, at
1-888-295-4655.

    Gold Reserve Inc. is a Canadian company, which holds the rights to the
Brisas gold/copper project and the Choco 5 gold exploration property in
Bolivar State, Venezuela.

    FORWARD-LOOKING STATEMENTS

    Certain statements included in this release may constitute
"forward-looking statements". Forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while considered reasonable
by management at this time, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. We caution that such
forward-looking statements involve known and unknown risks, uncertainties and
other risks that may cause the actual financial results, performance, or
achievements of Gold Reserve to be materially different from our estimated
future results, performance, or achievements expressed or implied by those
forward-looking statements. Section 21E of the Securities Exchange Act of
1934, as amended, does not apply to any forward looking statements made in
connection with the Offer, including the forward looking statements contained
in this release. Numerous factors could cause actual results to differ
materially from those in the forward-looking statements, including without
limitation, concentration of operations and assets in Venezuela; corruption
and uncertain legal enforcement; the outcome of any potential proceedings
under the Venezuelan legal system or before arbitration tribunals as provided
in investment treaties entered into between Venezuela, Canada and other
countries to determine the compensation due to Gold Reserve in the event that
Gold Reserve and the Venezuelan government do not reach an agreement regarding
construction and operation of the Brisas project, or the Brisas project is
transferred to the Venezuelan government and the parties do not reach
agreement on compensation; requests for improper payments; regulatory,
political and economic risks associated with Venezuelan operations (including
changes in previously established laws, legal regimes, rules or processes);
the ability to obtain, maintain or re-acquire the necessary permits or
additional funding for the development of the Brisas project; significant
differences or changes in any key findings or assumptions previously
determined by us or our experts in conjunction with our 2005 bankable
feasibility study (as updated or modified from time to time) due to actual
results in our expected construction and production at the Brisas project
(including capital and operating cost estimates); risk that actual mineral
reserves may vary considerably from estimates presently made; impact of
currency, metal prices and metal production volatility; fluctuations in energy
prices; changes in proposed development plans (including technology used); our
dependence upon the abilities and continued participation of certain key
employees; the prices, production levels and supply of and demand for gold and
copper produced or held by Gold Reserve or Rusoro; the potential volatility of
both Gold Reserve shares and Rusoro shares; the price and value of the Gold
Reserve notes; uncertainty as to the future value of Rusoro, Gold Reserve or
the combined company proposed by the Rusoro offer; the prospects for
exploration and development of projects by Gold Reserve or Rusoro; whether or
not an alternative transaction superior to the Rusoro offer will emerge; and
risks normally incident to the operation and development of mining properties.
This list is not exhaustive of the factors that may affect any of Gold
Reserve's forward-looking statements. Investors are cautioned not to put undue
reliance on forward-looking statements. All subsequent written and oral
forward-looking statements attributable to Gold Reserve or persons acting on
its behalf are expressly qualified in their entirety by this notice. Gold
Reserve disclaims any intent or obligation to update publicly forward-looking
statements herein, whether as a result of new information, future events or
otherwise, subject to its disclosure obligations under applicable rules
promulgated by the U.S. Securities and Exchange Commission ("SEC").
    In addition to being subject to a number of assumptions, forward-looking
statements in this release involve known and unknown risks, uncertainties and
other factors that may cause actual results and developments to be materially
different from those expressed or implied by such forward-looking statements,
including the risks identified under "Important Note for U.S. Investors
Concerning Resource Calculations" as well as the risks identified in the
filings by Gold Reserve with the SEC and Canadian provincial securities
regulatory authorities, including Gold Reserve's annual information form for
the year ended December 31, 2007, dated March 31, 2008, and Gold Reserve's
Annual Report on Form 40-F for the fiscal year ended December 31, 2007 filed
with the SEC on March 31, 2008.





For further information:

For further information: Gold Reserve Inc., President, A. Douglas
Belanger, (509) 623-1500, Fax: (509) 623-1634, www.goldreserveinc.com; Dan
Katcher, Steve Frankel, Andi Salas, Joele Frank, Wilkinson Brimmer Katcher,
(212) 355-4449

Organization Profile

Gold Reserve Inc.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890