Gold Reserve Inc. Closes US$36M Private Placement
04 July 2024 - 1:18AM
Business Wire
Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “Company”) is pleased to announce the
closing of its previously announced best efforts private placement
of 8,780,488 Class A common shares of the Company (the “Common
Shares”) at a price of US$4.10 per Common Share for gross
proceeds of approximately US$36,000,000.00 (the “Offering”)
with Cantor Fitzgerald Canada Corporation (“CFCC”) as sole
agent and bookrunner. Following the Offering, there are a total of
112,799,914 Common Shares issued and outstanding.
In connection with the Offering, the Company has paid CFCC a
cash commission totalling US$1,047,465.05. Net proceeds from the
Offering are expected to be used for expenditures related to the
Company’s previously announced credit bid (the "Bid")
submitted for the common shares of PDV Holdings, Inc.
("PDVH"), the indirect parent company of CITGO Petroleum
Corp. ("Citgo"), and for working capital and general
corporate purposes.
Any Common Shares sold to investors outside of Canada were sold
pursuant to OSC Rule 72-503 and subject to compliance with
applicable securities laws, will be free from resale restrictions
under applicable Canadian securities laws, provided that the trade
is not a “control distribution” (as defined in National Instrument
45-102 – Resale of Securities).
The Offering remains subject to the final acceptance of the
TSXV.
ON BEHALF OF THE BOARD OF DIRECTORS
Paul Rivett Executive Vice-Chairman
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
Reserve’s and its management’s intentions, hopes, beliefs,
expectations or predictions for the future. 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. They are frequently
characterized by words such as “anticipates”, “plan”, “continue”,
“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”,
“may”, “will”, “potential”, “proposed”, “positioned” and other
similar words, or statements that certain events or conditions
“may” or “will” occur. Forward looking statements contained in this
press release include, but are not limited to, statements relating
to the Offering and the Potential Transaction.
We caution that such forward-looking statements involve known
and unknown risks, uncertainties and other risks that may cause the
actual events, outcomes or results of Gold Reserve to be materially
different from our estimated outcomes, results, performance, or
achievements expressed or implied by those forward-looking
statements, including but not limited to: failure to obtain any
necessary regulatory approvals in connection with the Offering;
risks associated with the Bid submitted by the Company for the
common shares of PDVH, the indirect parent company of Citgo
pursuant to the bidding procedures (the “Bidding Procedures”)
managed by the Special Master (the “Special Master”) appointed by
the U.S. District Court for the District of Delaware (the “Delaware
Court”) in connection with the sale of PDVH common shares (the
“Sale Process”), including but not limited to: the discretion of
the Special Master to consider the Bid, to enter into any
discussions or negotiation with respect thereto and that the
Special Master may reject the Bid; the failure of the Company to
negotiate the Bid, including as a result of failing to obtain
sufficient equity and/or debt financing; that the Bid submitted by
the Company will not be selected as a “Successful Bid” under the
Bidding Procedures, and if selected may not close, including as a
result of U.S. Department of Treasury Office of Foreign Assets
Control (“OFAC”), or any other applicable regulatory body, not
granting an authorization in connection with any potential sale of
PDVH shares and/or whether OFAC changes its decision or guidance
regarding the Sale Process; failure of the Company or any other
party to obtain any required approvals for, or satisfy other
conditions to effect, any transaction resulting from the Bid; that
the Company may forfeit any cash amount deposit made due to failing
to complete the Bid or otherwise; that the making of the Bid or any
transaction resulting therefrom may involve unexpected costs,
liabilities or delays; that, prior to or as a result of the
completion of any transaction contemplated by the Bid, the business
of the Company may experience significant disruptions due to
transaction related uncertainty, industry conditions or other
factors; the ability to enforce the writ of attachment granted to
the Company; the timing set for various reports and/or other
matters with respect to the Sale Process may not be met; the
ability of the Company to otherwise participate in the Sale Process
(and related costs associated therewith); the amount, if any, of
proceeds associated with the Sale Process; the competing claims of
certain creditors, the “Other Creditors” (as detailed in the
applicable court documents filed with the Delaware Court) of the
Bolivarian Republic of Venezuela (“Venezuela”) and/or any of its
agencies or instrumentalities of Venezuela and the Company,
including any interest on such creditors’ judgements and any
priority afforded thereto; uncertainties with respect to possible
settlements between Venezuela, PDVSA, and/or any of their agencies
or instrumentalities, and other creditors and the impact of any
such settlements on the amount of funds that may be available under
the Sale Process; and the proceeds from the Sale Process may not be
sufficient to satisfy the amounts outstanding under the Company’s
September 2014 arbitral award and/or corresponding November 15,
2015 U.S. judgement in full and the ramifications of bankruptcy
with respect to the Sale Process and/or the Company’s claims,
including as a result of the priority of other claims. This list is
not exhaustive of the factors that may affect any of the Company’s
forward-looking statements. For a more detailed discussion of the
risk factors affecting the Company’s business, see the Company’s
Annual Information Form on Form 40-F and Management’s Discussion
& Analysis for the year ended December 31, 2023, the Company’s
Management’s Discussion & Analysis for the period ended March
31, 2024 and other reports that have been filed on SEDAR+ and are
available under the Company’s profile at www.sedarplus.ca and which
have been filed on EDGAR and are available under the Company’s
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.
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For further information regarding Gold Reserve Inc., please
contact:
Jean Charles Potvin 999 W. Riverside Ave., Suite 401 Spokane, WA
99201 USA Tel: (509) 623-1500 Fax: (509) 623-1634
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