Gold Reserve Updates Shareholders
Gold Reserve Inc. (TSX VENTURE:GRZ) (NYSE-MKT:GRZ) (the 'Company?) is
pleased to provide an update on management′s activities related to
arbitration and settlement discussions, debt restructuring, exchange
listings, litigation settlement, exploration activities and its
financial overview for the third quarter of 2012.
The Company has continued to make significant progress over the past
year. Management is currently assembling its response to a July 25, 2012
procedural order by the Tribunal requesting further evidence related to
quantum issues in the Brisas Arbitration while we remain committed in
our efforts to reach an amicable settlement with Venezuela that could
include a monetary agreement and/or project participation. In addition
to our efforts related to the arbitration, we obtained a working
interest in the La Tortuga project, concluded a restructuring of our
outstanding convertible notes, settled pending litigation related to a
breach of fiduciary responsibility during the course of a 2008
unsolicited takeover bid and redoubled efforts to sell the remaining
assets previously purchased for the Brisas Project.
The Company reported for the third quarter ended September 30, 2012, a
net loss of $1.7 million or $0.03 per share compared to a loss of $5.1
million, or $0.09 per share in the same quarter of 2011. Cash and cash
equivalents and investments totaled approximately $14.9 million as of
September 30, 2012.
Mr. A. Douglas Belanger, President, stated, 'We are optimistic that
there are very few steps remaining in the arbitration process, however
the timing of an arbitration case such as ours is always a significant
variable. In regards to our recent debt restructuring, our stakeholders
should be pleased that we made every effort to limit shareholder
dilution, to extent possible, minimize future outlays for interest
payments, better rationalize the capital structure of the Company,
creating positive equity while providing greater certainty going
forward. The litigation settlement likewise provides greater certainty
in the future and the acquisition of a working interest in the La
Tortuga project gives the Company a platform for future growth and
opportunities.?
Mr. Belanger further stated, 'Subsequent to the completion of the debt
restructuring we expect to have sufficient financial resources,
including the sale of the remaining Brisas Project assets to fulfill our
commitment to execute the arbitration process in a timely manner,
continue our investment in the exploration of the La Tortuga project as
well as identify other opportunities for our stakeholders.?
Arbitration and Settlement Discussions
The Company, in November 2009, filed its Request for Arbitration under
the Additional Facility Rules of the International Centre for Settlement
of Investment Disputes ('ICSID?), against the Bolivarian Republic of
Venezuela ('Respondent?) seeking compensation totaling US $2.1 billion
(including interest from April 2008, the date of the loss) for all of
the loss and damage resulting from Venezuela′s wrongful expropriation of
the Company′s Brisas Project (ICSID Case No. ARB(AF)/09/1).
After the parties each made several filings, the Tribunal held an oral
hearing with the parties in Washington, D.C. during the week of February
13, 2012. The oral hearing focused on the evidentiary record in the case
and allowed counsel for both the Company and Venezuela to address the
issues of jurisdiction, liability and damages and permitted the Tribunal
to hear in-person testimony from certain fact and expert witnesses, as
well as to address questions to each of the parties. These proceedings
represented the conclusion of an extensive undertaking by the Company′s
counsel, technical, legal and financial experts, as well as its
employees.
In its concluding remarks during the oral hearing, the Tribunal noted
that it may make requests for additional information and/or call upon
the assistance of the Parties′ experts in the coming months in order to
facilitate its determination of the Fair Market Value, if any, of the
whole Brisas Project or any particular part or parts of the project.
Subsequent to the conclusion of the oral hearing, as is typical in such
proceedings, the parties at the request of the Tribunal submitted post
hearing briefs in March, May, and June 2012. On July 25, 2012, the
Tribunal issued a procedural order requesting the production of further
evidence related to valuation issues. The tribunal recently set the date
for submission to December 21, 2012.
Information contained in an article titled 'ICSID Arbitration: How Long
Does It Take?? which was first written for Global Arbitration Review and
published in the GAR Journal, Volume 4 issue 5 - www.GlobalArbitrationReview.com
suggests that it is typical for a tribunal to require from 6 to 18
months following the conclusion of proceedings, with the average being
about 14 months, to issue a ruling. As a comparative, in April 2013, it
will have been 14 months since the conclusion of the oral hearing in
this case. In management′s opinion, this case has moved in a timely
manner through the various stages of procedure as a direct result of the
dedication and talent of our counsel, experts and long-time employees.
While the process is lengthy, the substantial value of the Brisas asset
and the breath and depth of evidentiary record requires thoughtful
consideration by the Tribunal and, as a result, the actual timing of an
arbitration case such as ours will of course be subject to the
discretion of the ICSID Tribunal.
An ICSID Additional Facility Award is enforceable globally under the New
York Convention, an international convention regarding the recognition
and enforcement of arbitral awards with over one hundred forty State
parties. There are clear, well documented procedures for identifying
sovereign assets located in one or more of these States and for
enforcing arbitral awards by attaching such assets.
Consistent with its publically stated intent to develop the Brisas
Project and contiguous areas, Venezuela has concluded a contract with a
large Chinese corporation for initial studies related to the development
and eventual construction of the Brisas-Cristinas mine as a large
gold-copper complex. With this in mind, the Company continues to have
discussions with the Venezuelan authorities regarding a settlement of
the dispute including the transfer of the extensive technical data
related to the development of the Brisas Project that was compiled by
the Company. A conservative estimate to develop the Brisas-Cristinas
project without access to the Company′s engineering data could be 7 to
10 years; with a settlement that would provide access to that data, the
mine could theoretically be developed in about 3 to 4 years. Gold
Reserve has proposed a solution to the Venezuelan government that would
allow the mine, with the assistance of the Chinese corporation, to be
developed for the benefit of Venezuela, with proper compensation for our
stakeholders. We have provided our solution to various government
entities with oversight responsibility for the Brisas project and
through the submission of construction and financing proposals to the
relevant authorities, including the Central Bank of Venezuela, the
Ministry of Oil and Mines and the Attorney General′s office.
Gold Reserve has been and will continue to be amenable to an amicable
but fair settlement. Regardless of whether there is a settlement or an
arbitral ruling, management is committed to see this process through to
its logical conclusion.
Redemption and Restructuring of 5.5% Senior Subordinated Convertible
Notes due 2022
The Company announced November 27, 2012 (see NR12-15) the completion of
the results of the restructuring of it 5.5% Senior Subordinated
Convertible Notes due 2022 (the 'Notes?). The Company restructured
approximately $101.3 million of its $102.3 million total Notes in
exchange for $33.8 million in cash, $42.2 million by issuing 12,412,501
common shares at $3.40 per share, $25.3 million in new two-year Modified
Notes (due July 2014 with a 5.5% yield and convertible into common
shares under certain circumstances at $4.00 per share) and a Contingent
Value Right ('CVR?) to be distributed after income tax calculation and
other deductions pro-rata to the participating note holders in the
restructuring totaling 5.468% of any sale of the Company′s Brisas
Project mining data and or award or settlement of the ICSID arbitration.
After the restructuring, approximately $1.04 million principal amount of
existing Notes, approximately $25.3 million principal amount of Modified
Notes, 5.468% Contingent Value Right and approximately 72,711,708 shares
of Class A common stock will be issued and outstanding. After the
restructuring, utilizing the September 30, 2012 financial statements,
the pro-forma financial statements Shareholder (deficit) of
approximately $35.8 million increased to a positive equity of
approximately $6.5 million.
Exchange Listings
During April 2008 the Venezuelan government effectively expropriated the
Brisas Project. Subsequently, the expropriation led NYSE MKT (the
'NYSE?) and the Toronto Stock Exchange (the 'TSX?) to conclude that the
Company 'no longer complied? with its listing rules and in June and
November 2011, the Company was advised by the NYSE and the TSX,
respectively, that each intended to delist the Company′s common shares.
The Company appealed both notifications. In October 2011, the NYSE
approved a plan to regain compliance with its listing standards (the
'Plan?). The NYSE Plan provided for an 18 month schedule, starting June
20, 2011, the initial date of the notice of non-compliance, whereby the
Company was required to obtain a working interest in one or more
acceptable mineral exploration properties by June 2012 with commensurate
exploration expenditures of at least $5 million made thereon by December
20, 2012. The Company also appealed the TSX′s original determination,
submitting a plan similar to that approved by the NSYE, with the TSX
determining the plan was not sufficiently advanced for additional time
to regain compliance. As a result, trading of the Company′s common
shares moved from the TSX to the TSX.V (symbol 'GRZ.V?) commencing
February 1, 2012.
In May 2012 the Company signed an Option Agreement with Soltoro Ltd.
(SOL.V) ('Soltoro?) whereby Soltoro granted Gold Reserve the right to
earn an undivided 51% interest in the La Tortuga property with an option
to subsequently acquire an additional 9% interest in the property for
$2,000,000.
Management believed that the discretionary requirement in the November
2011 Plan that the Company expend $5 million on one or more properties
by December 21, 2012 would be challenging but that the opportunity to
remain listed on the NSYE was extremely beneficial to the Company′s
shareholders, note holders and the future of the Company. During 2012,
the Company has been involved in arbitration activities, restructuring
of its convertible notes, settling other litigation and since the May
2012 agreement with Soltoro, through the third quarter ending September
30, 2012 and up to November 29, 2012 the Company has made rational and
methodical progress with the exploration of La Tortuga. At this time
management does not expect to achieve compliance with the minimum
expenditures of $5 million within the required time frame as outlined in
the Plan and, as a result, the Company will remain subject to delisting
procedures pursuant to the NYSE rules.
Once the audited financial statements for 2012 are issued in early 2013,
the Company intends to apply for a listing with the NASDAQ OMX.
Litigation Settlement
During December 2008 the Company filed an action in the Ontario Superior
Court of Justice against Rusoro Mining Ltd. (RML.V) and Rusoro′s
financial advisor Endeavour Financial International Corporation relating
to damages from an unsolicited takeover offer. Both parties filed
counterclaims in 2009 and the Company amended its original claim in
2010. On September 20, 2012, the Company entered a settlement agreement
with both Endeavour and Rusoro. Under the settlement all legal actions
were dismissed with Endeavour paying the Company Cdn $1,500,000 and
Rusoro paying US $ 250,000, issuing 2,500,000 common shares and a
conditional promissory note in the amount of $1,000,000. The promissory
note will become due and payable when and if Rusoro is successful in the
arbitration it has commenced against the Venezuelan Government seeking
compensation for the nationalization of Rusoro's gold projects in
Venezuela.
Exploration Activities
In May the Company entered an option agreement with Soltoro Ltd to earn
a 50% interest in the La Tortuga property in Jalisco State southwest of
Guadalajara. This is an area of extensive historical production and
Soltoro has been actively exploring the property since 2006 having
conducted geophysics, geochemistry, mapping and diamond drilling. Since
becoming the operator of the project, the Company has established the
required legal presence in Mexico, established a working office,
commenced exploration activities and has begun compiling all the data
received from Soltoro. We are fortunate that we were able to bring on
board some of our senior personnel that were involved in Brisas which
have extensive experience in exploration and development and are able to
work comfortably in Mexico. There are several geophysical and
geochemical anomalies that will be tested by drilling. The property has
widespread occurrences of gold copper mineralization within the 49
square kilometer area and an exploration program is being developed to
adequately test the potential of this large property.
Brisas Equipment
Of the $128 million in equipment originally purchased in 2007 for the
Brisas Project, a large 38 foot SAG mill, a large transformer and other
smaller ancillary equipment with a original cost of approximately $29
million with a net carrying value of $19 million. The SAG mill is the
most substantial remaining item with the bulk of the value. We continue
our efforts with the equipment broker who has assisted us with most of
the previous equipment sales to dispose of the remaining equipment.
Although there are currently no pending sales transactions, there
continue to be a few potential buyers that are evaluating the SAG mill.
Financial Overview
Gold Reserve is an exploration stage company with a working interest in
the La Tortuga project located in Mexico. During 2012 the Company,
established the local operating entity and commencing related
exploration for the La Tortuga project; settled the litigation related
to a breach of fiduciary responsibility during the course of a 2008
unsolicited takeover bid; concluded the convertible note restructuring
on November 27, 2012; continues to pursue its arbitration claim against
Venezuela by filing post hearing briefs during March, May and June 2012
and is currently responding to the Tribunal′s July 25, 2012 procedural
order requesting the production of further evidence related to quantum
issues; management has also continued its efforts to reach an amicable
settlement that could include a monetary agreement and/or project
participation and; continues to pursue the sale of the remaining assets
previously purchased for the Brisas Project.
We have no commercial production at this time and, as a result, we have
not recorded revenue or cash flows from mining operations and continue
to experience losses from operations, a trend we expect to continue
unless and until the investment dispute regarding Brisas is resolved
favorably to the Company and/or we acquire or invest in an alternative
project which results in positive results from operations.
Liquidity and Capital Resources
At September 30, 2012, the Company had cash and cash equivalents of
approximately $14.2, million which represents a decrease from December
31, 2011 of approximately $43.4 million. The net decrease for the nine
months was primarily due to cash used for redemption of convertible
notes of $32.4 million (see note 12 and 14 to the consolidated financial
statements) and cash used by operations of $11.5 million. The components
of changes in cash are more fully described in the 'Operating,?
'Investing? and 'Financing? Activities section below.
Our total financial resources, which include cash and cash equivalents
and marketable securities, totaled approximately $14.9 million at
September 30, 2012. In addition, the Company holds Brisas Project
related equipment that it intends to dispose of in the near term. This
equipment is carried on the balance sheet (as property, plant and
equipment) at its estimated fair value of approximately $19 million.
The Offer period related to the convertible note Restructuring expired
on November 23, 2012, thereafter the redemption of the existing notes
pursuant to the Restructuring was finalized and the remaining cash,
shares and modified notes were issued on or around November 27, 2012
(See notes 12 and 14 to the consolidated financial statements and the
Company′s News Release date November 27, 2012).
We believe that cash and investment balances and funds available from
potential future equipment sales will be sufficient to enable us to fund
our activities through 2013. As of November 29, 2012 subsequent to
funding our obligations related to the Restructuring, we had
approximately $11 million in cash and investments, which are held
primarily in US dollar denominated accounts.
Operating Activities
Cash flow used by operating activities for the nine months ended
September 30, 2012 and 2011 was approximately $11.5 million and $13.0
million, respectively. Cash flow used by operating activities consists
of net operating losses (the components of which are more fully
discussed below) adjusted for certain non-cash income and expense items
primarily related to stock options and common shares issued in lieu of
cash compensation, accretion of convertible notes, gains on sale of
equipment and marketable securities, and certain non-cash changes in
working capital. Cash flow used by operating activities during the nine
months ended September 30, 2012 decreased from the prior comparable
period primarily due to a decrease in professional fees and expenses
connected with the arbitration and the receipt of funds as a result of
settlement of litigation related to a 2008 unsolicited takeover bid for
the Company. (See Note 13 to the consolidated financial statements).
Summary Results of Operations
Consolidated net loss for the three and nine months ended September 30,
2012 was approximately $1.7 million and $14.4 million, respectively,
compared to $5.1 million and $17.1 million in the comparable periods in
2011.
? | ? | 3 months | ? | ? | 9 months | ||||||||||||||||||||||||
? | 2012 | ? | ? | ? | ? | 2011 | ? | ? | ? | Change | ? | ? | ? | 2012 | ? | ? | ? | ? | 2011 | ? | ? | ? | Change | ||||||
? | ? | ? | ? | ? | ? | ? | ? | ? | ? | ||||||||||||||||||||
Other Income | $ | 1,905,894 | $ | 1,214,530 | $ | 691,364 | $ | 1,919,948 | $ | 2,338,132 | $ | (418,184 | ) | ||||||||||||||||
Total expenses | ? | (3,654,956 | ) | ? | ? | ? | (6,276,146 | ) | ? | ? | ? | 2,621,190 | ? | ? | ? | (16,298,658 | ) | ? | ? | ? | (19,436,781 | ) | ? | ? | ? | 3,138,123 | ? | ||
Net Loss | $ | (1,749,062 | ) | ? | ? | $ | (5,061,616 | ) | ? | ? | $ | 3,312,554 | ? | ? | $ | (14,378,710 | ) | ? | ? | $ | (17,098,649 | ) | ? | ? | $ | 2,719,939 | ? |
We have no commercial production at this time and, as a result, other
income is often variable from period to period due to one-time or
otherwise variable sources of income. The change in other income was
primarily due to settlement of litigation in the third quarter of 2012
offset by decreases in gain on sale of equipment and gain on disposition
of marketable securities.
Total expenses for the three and nine months ended September 30, 2012
decreased $2.6 million and $3.1 million, respectively over the
comparable periods in 2011. The decreases were primarily due to
decreases in arbitration costs, equipment holding costs, Venezuelan
expenses and interest partially offset by increases in legal and general
and administrative costs, including exploration costs.
With the completion of the oral hearing in the Company′s arbitration
against Venezuela in the first quarter of 2012, arbitration costs
significantly decreased in the second and third quarters. Equipment
holding costs have decreased as the Company has sold some of the
equipment originally intended for the Brisas project and Venezuelan
costs have decreased as the Company has significantly reduced its
operations there. General and administrative expense increased primarily
due to a non-cash increase in equity-based compensation and legal
increased due to corporate and tax planning issues.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements that state Gold
Reserve's or its management's intentions, hopes, beliefs, expectations
or predictions for the future. In this release, 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.
Numerous factors could cause actual results to differ materially from
those in the forward-looking statements, including without limitation:
our ability to satisfy the requirements of the plan of compliance
accepted by the staff of the NYSE Amex or to satisfy the continued
listing requirements of the TSX.V or other ongoing listing standards
which may result in the delisting of the Company′s Class A common shares
from the relevant exchange; the outcome of our arbitration under the
Additional Facility Rules of the International Centre for Settlement of
Investment Disputes of the World Bank, in Washington, D.C. to determine
compensation claimed by us resulting from our claims against the
Venezuelan government and its agents and agencies; corruption and
uncertain legal enforcement; political and social instability; requests
for improper payments; competition with companies that are not subject
to or do not follow Canadian and U.S. laws and regulations; regulatory,
political and economic risks associated with Venezuela including changes
in laws and legal regimes; impact of currency, metal prices and metal
production volatility; our dependence upon the abilities and continued
participation of certain key employees; potential volatility of our
Class A common shares, including dilution as a result of the conversion
of the convertible notes into our Class A common shares; the prospects
for exploration and development of alternative projects by us; and risks
normally incident to the exploration, development and operation 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 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 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 those factors outlined in
the 'Cautionary Statement Regarding Forward-Looking Statements' and
'Risks Factors' contained in Gold Reserve's filings with the Canadian
provincial securities regulatory authorities and U.S. Securities and
Exchange Commission, including Gold Reserve's Annual Information Form
and Annual Report on Form 10-K for the year ended December 31, 2011,
filed with the Canadian provincial securities regulatory authorities and
U.S. Securities and Exchange Commission, respectively.
Further information regarding the Company can be located at www.goldreserveinc.com,
www.sec.gov
and www.sedar.com.
'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, 509-623-1500
Fax:
509-623-1634