Gold Reserve Announces Completion of Return of Capital Transaction
June 14 2019 - 3:20PM
Business Wire
Gold Reserve Inc. (TSXV: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “Company”) is pleased to announce today
the completion of the previously announced return of capital
transaction (the “Return of Capital Transaction”) by way of
a plan of arrangement (the “Arrangement”) pursuant to which
Gold Reserve will return to holders (the “Shareholders”) of
its Class A common shares (the “Class A Shares”)
approximately US$75 million or approximately US$0.76 per Class A
Share. The Arrangement was made effective at 12:01 (Pacific time)
on June 14, 2019 (the “Effective Time”). Shareholders of
record as of the close of business on June 13, 2019 are entitled to
receive the distribution payable pursuant to the Return of Capital
Transaction.
The completion of the Return of Capital Transaction follows the
approval of the Return of Capital Transaction by Shareholders at
the Company’s annual general and special meeting and the Company’s
receipt of the final order of the Alberta Court of Queen’s Bench,
both of which were obtained on June 13, 2019.
Registered Shareholders (those generally holding shares in their
name) are required to deposit certificates representing Class A
Shares together with a duly completed letter of transmittal to
Computershare Trust Company of Canada (“Computershare”), the
Company’s transfer agent and depositary for the Return of Capital
Transaction, in order to receive the distribution payable pursuant
to the Return of Capital Transaction. Non-registered Shareholders
(generally those whose shares are held in brokerage accounts) will
have the distribution payable pursuant to the Return of Capital
Transaction recorded in their accounts by their intermediaries and
should contact their intermediaries with any questions about this
process. Shareholders whose certificates representing Class A
Shares were received by Computershare prior to the Effective Time
are expected to receive the distribution payable pursuant to the
Return of Capital Transaction on or about June 19, 2019.
Full details of the Return of Capital Transaction are described
in the Company’s management proxy circular and other related
materials. Those documents are available without charge on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov and are posted on the
Company’s website at www.goldreserveinc.com.
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 including without
limitation statements with respect to the distribution of funds
payable to Shareholders pursuant to the Return of Capital
Transaction and the timing for completion thereof. 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 distribution of funds payable to
Shareholders pursuant to Return of Capital Transaction and the
anticipated tax treatment for Shareholders of the Return of Capital
Transaction. This list is not exhaustive of the factors that may
affect any of Gold Reserve’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 and
Management’s Discussion & Analysis for the year ended December
31, 2018 which have been filed on SEDAR and are available under the
Company’s profile at www.sedar.com and which form part of the
Company’s Form 40-F for the year ended December 31, 2018 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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version on businesswire.com: https://www.businesswire.com/news/home/20190614005472/en/
Gold Reserve Inc.A. Douglas Belanger, President999 W.
Riverside Ave., Suite 401Spokane, WA 99201 USATel. (509)
623-1500Fax (509) 623-1634
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