Gold Reserve Inc. (TSXV: GRZ) (OTCQX: GDRZF) (Gold Reserve or the Company) today finalized its plan to distribute a portion of the funds received in connection with the July 2016 settlement agreement, as amended (the Settlement Agreement), pursuant to which the Bolivarian Republic of Venezuela (Venezuela) agreed to pay the Company $1.032 billion to satisfy the award (including interest) granted in the Companys favour by the International Centre for Settlement of Investment Disputes and to purchase mining data related to the Companys Brisas Project. To date, the Company has received approximately $276 million under the terms of the Settlement Agreement with approximately $756 million remaining to be paid by Venezuela.
The board of directors of the Company (the Board) has approved the distribution of between US$0.91 and US$1.01 in cash per Class A common share of the Company (the Class A Shares), or between approximately US$90 million and US$100 million in the aggregate, to holders of Class A Shares (the Shareholders) as a return of capital (the Return of Capital Transaction). A final decision on the amount to be distributed will be made closer to the date of the Companys next meeting of Shareholders. The Return of Capital Transaction is intended to occur on a tax-efficient basis for Canadian income tax purposes.
The Return of Capital Transaction is to be completed pursuant to a court-approved plan of arrangement transaction under the Business Corporations Act (Alberta) and requires approval by the Alberta Court of Queens Bench (the Court) and at least two-thirds of the votes cast by Shareholders in respect of a special resolution. The Company will seek to obtain an interim order of the Court approving the Return of Capital Transaction on April 16, 2019. Shareholder approval will be sought at the Companys annual and special meeting of Shareholders to be held at 999 W. Riverside Avenue, 7th Floor, Masthead Suite, Spokane, Washington, USA on June 13, 2019 at 9:30 a.m. (Pacific daylight time).
The Board is unanimously recommending that Shareholders vote in favor of the completion of the Return of Capital Transaction. If Shareholder and Court approval are obtained, Gold Reserve expects to effect the Return of Capital Transaction by the end of June 2019.
Full details of the Return of Capital Transaction will be described in the Companys management proxy circular and other related materials. Those documents are expected to be mailed to Shareholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and posted on the Companys website at www.goldreserveinc.com, on or about May 9, 2019.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of applicable U.S. federal securities laws and forward-looking information within the meaning of applicable Canadian provincial and territorial securities laws and state Gold Reserves and its managements intentions, hopes, beliefs, expectations or predictions for the future including without limitation statements with respect to the final terms and successful completion of the Return of Capital Transaction, the receipt of all necessary Shareholder, Court, and other regulatory approvals in respect of the Return of Capital Transaction, and future payments under the Settlement Agreement. 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 outcomes, financial results, performance, or achievements of Gold Reserve to be materially different from our estimated outcomes, future results, performance, or achievements expressed or implied by those forward-looking statements, including without limitation the timing for the approval and implementation of the Return of Capital Transaction, the anticipated tax treatment for Shareholders of the Return of Capital Transaction, the risks that payments due under the Settlement Agreement continue to be delayed, the Company may not receive future payments due under the Settlement Agreement, the Company may not be able to repatriate payments that are received, imposition of further sanctions by the U.S., Canada or other jurisdictions that may negatively impact the Companys ability to freely transfer funds from Venezuela or our ability to do business in Venezuela.
This list is not exhaustive of the factors that may affect any of Gold Reserves forward-looking statements. For a more detailed discussion of the risk factors affecting the Companys business, see the Companys Annual Information Form and Managements Discussion & Analysis for the year ended December 31, 2017 which have been filed on SEDAR and are available under the Companys profile at www.sedar.com and which form part of the Companys Form 40-F for the year ended December 31, 2017 which have been filed on EDGAR and are available under the Companys profile at www.sec.gov/edgar.
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 or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to its disclosure obligations under applicable rules promulgated by the Securities and Exchange Commission and applicable Canadian provincial and territorial securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Gold Reserve Inc.
A. Douglas Belanger, President
Riverside Ave., Suite 401
Spokane, WA 99201 USA
Fax (509) 623-1634