Gold Reserve Announces Intention to Return Between US$90 Million and US$100 Million to Shareholders and Date for Annual General and Special Meeting of Shareholders (3/27/19)
SPOKANE, Wash.--(BUSINESS WIRE)--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 Company’s favour by the International Centre for Settlement of Investment Disputes and to purchase mining data related to the Company’s 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 Company’s 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 Queen’s 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 Company’s 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 Company’s 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 Company’s website at www.goldreserveinc.com, on or about May 9, 2019. https://www.businesswire.com/news/home/20190327005797/en/Gold-Reserve-Announces-Intention-Return-US90-Million