BELLEVUE, WA, March 27, 2017 /CNW/ - Steelhead Partners, LLC ("Steelhead"), on behalf of Steelhead Navigator Master, L.P. ("Steelhead Navigator" and, together with Steelhead, the "Reporting Persons") announced today that it has ceased filing reports in accordance with the alternative monthly reporting system under Part 4 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for Gold Reserve Inc. (the "Issuer") effective March 27, 2017, in connection with the solicitation of the support of, or proxies from, securityholders of the Issuer for the election of one or more persons as directors of the Issuer other than the persons proposed to be nominated by management of the Issuer.
Steelhead, on behalf of Steelhead Navigator, delivered a letter to Mr. James H. Coleman, Chairman of the Board of Directors of the Issuer on February 21, 2017, nominating the following individuals for election to the Board of Directors of the Issuer at the 2017 annual meeting of shareholders: James Michael Johnston (member-manager of Steelhead), Chris Hodgson and Joseph Mannello. The director nomination letter was submitted pursuant to Sections 136(1) and 136(4) of the Business Corporations Act (Alberta) and indicated that Steelhead intends for these three nominees to be considered as an alternative to three management nominees and to be included in the management form of proxy. Steelhead is not proposing that the size of the board be increased in order to accommodate the election of these nominees.
The Reporting Persons may engage in communications with 15 or less securityholders of the Issuer, including, but not limited to, for purposes of soliciting the support of, or proxies from, such securityholders for the election of the Steelhead nominees. In addition, the Reporting Persons may solicit support or proxies through public broadcast or publication pursuant to available exemptions under securities law and pursuant to exemptive relief from the Alberta Securities Commission in respect of the proxy solicitation rules under the Business Corporations Act (Alberta).
Steelhead, on behalf of Steelhead Navigator, exercises control and direction over 5,776,350 Class A common shares of the Issuer ("Shares") and US$12,986,744 principal amount of convertible debentures of the Issuer ("CD") convertible into 4,328,915 Shares. Steelhead, on behalf of another client account, exercises control and discretion over an additional 1,555,351 Shares. The 5,776,350 Shares controlled on behalf of Steelhead Navigator together with the 1,555,351 Shares controlled on behalf of the other client account represent 8.17% of the current issued and outstanding Shares, and assuming the conversion of the CDs, Steelhead would exercise control and direction over 12.40% of the issued and outstanding Shares (taking into account the conversion Shares as part of the total outstanding).
Steelhead, on behalf of Steelhead Navigator, holds a contingent value right entitling Steelhead to, among other rights, 3.506% of proceeds received by the Issuer, net of certain deductions, with respect to an arbitration award and a mining data sale, as further described in its report filed on January 2, 2013, which is available under the Issuer's profile at www.sedar.com. The Reporting Persons anticipate that future filings with respect to the Issuer will be made in accordance with the early warning requirements under Part 3 of National Instrument 62-103.
A report on Form 62-103F2 - Required Disclosure by an Eligible Institutional Investor under Section 4.3 is being filed by Steelhead in accordance with applicable securities laws and will be available under the Issuer's profile at www.sedar.com.
SOURCE Steelhead Partners, LLC
For further information: Brent Binge, Steelhead Partners, LLC, Tel: 425.974.3788