Report of Foreign Issuer (6-k)
05 1월 2013 - 3:55AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of January 2013
Commission File Number: 001-31819
Gold Reserve Inc.
(Exact name of registrant as specified in its charter)
926 W. Sprague Avenue, Suite 200
Spokane, Washington 99201
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
The following exhibit
is furnished with this Form 6-K:
99.1
News Release
Cautionary Statement Regarding
Forward-Looking Statements
The information furnished under
cover of this Form 6-K contains both historical information and forward-looking
statements (within the meaning of Section 27A of the Securities Act, Section
21E of the Exchange Act and the Securities Act (Ontario)) that may state our
intentions, hopes, beliefs, expectations or predictions for the future. In this
report, forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by us 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 our actual financial results, performance, or achievements of the
Company to be materially different from our estimated future results,
performance, or achievements expressed or implied by those forward-looking
statements.
These forward-looking statements
involve risks and uncertainties, as well as assumptions that may never
materialize, prove incorrect or materialize other than as currently
contemplated which could cause our results to differ materially from those
expressed or implied by such forward-looking statements. The words “believe,”
“anticipate,” “expect,” “intend,” “estimate,” “plan,” “may,” “could” and other
similar expressions that are predictions of or indicate future events and
future trends which do not relate to historical matters, identify
forward-looking statements. Any such forward-looking statements are not
intended to give any assurances as to future results. Numerous factors could
cause actual results to differ materially from those in the forward-looking
statements. Due to risks and uncertainties, including the risks and
uncertainties identified in our Annual Information Form, actual results may
differ materially from current expectations.
Numerous factors could cause
actual results to differ materially from those in the forward-looking
statements, including without limitation:
·
outcome of our ICSID arbitration against the Bolivarian Republic of Venezuela;
·
continued servicing or restructuring of our convertible notes or
other obligations as they come due;
·
equity dilution resulting from the conversion of the convertible
notes in part or in whole to common shares;
·
value realized from the disposition of the remaining Brisas
Project related assets;
·
the notice of intent to file a delisting application received
from the NYSE MKT LLC (the “Exchange”) staff;
·
our inability to satisfy the requirements of the plan of
compliance accepted by the Exchange staff or to satisfy the continued listing requirements
of the TSX Venture or other ongoing listing standards which may result in the delisting
of the Company’s Class A common shares from the relevant exchange;
·
competition with companies that are not subject to or do not
follow Canadian and U.S. laws and regulations;
·
corruption, uncertain legal enforcement and political and social
instability;
·
regulatory, political and economic risks associated with Venezuela including changes in laws and legal regimes;
·
currency, metal prices and metal production volatility;
·
adverse U.S and Canadian tax consequences;
·
abilities and continued participation of certain key employees;
·
prospects for exploration and development of other mining
projects by us; and
·
risks normally incident to the exploration, development and
operation of mining properties.
Investors are cautioned not to put undue
reliance on forward-looking statements, and investors should not infer that
there has been no change in our affairs since the date of this report that
would warrant any modification of any forward-looking statement made in this
document, other documents filed periodically with securities regulators or
documents presented on our website. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by this notice. We disclaim 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 our disclosure
obligations under applicable rules promulgated by the relevant securities
regulators.
(Signature page follows)
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 4, 2013
GOLD RESERVE INC.
(Registrant)
By: /s/
Robert A.
McGuinness
Name: Robert A. McGuinness
Title:
Vice President – Finance & CFO
Exhibit 99.1 News Release
N
R
-
13
-
01
GOLD R
E
SERVE
INC. ANNO
U
NCES NYSE MKT NO
T
IFICATION
OF INTENT TO FILE DELI
S
TING
APPLICATION
SPOKANE, WASHINGTON, January 4, 2013
Gold
Reserve
Inc.
(TSX.V:GRZ
–
NYSE-MKT:GRZ)
h
as
received
a
written
notice
dated January 3, 2013,
that
the
staff of the
NYSE
MKT
LLC
(the
“Exchange”)
intends
to
file
a
delisting
application
with
the
United
States Securities
a
n
d
Exchange
C
o
m
m
i
s
sion
(the
“SEC”)
t
o
r
e
m
ove
the
C
o
m
p
an
y
'
s
common
shar
e
s
fr
o
m
being
listed
on
the
Exchange. The
Co
m
p
any
intends
to
appeal
the Exchange staff’s decision
.
The Exchange
staff's
position
is
that
the
Co
m
p
any
did not sufficiently comply with the terms
of its plan announced October 31, 2011 (the “Plan”), that was implemented to
allow the Company time to regain compliance with the Exchange’s continued
listing standards by December 20, 2012. As a result, the Exchange staff
believes the Company no longer complies with the Exchange’s continued listing
standards because, following the seizure of the Las Brisas mine by the
Venezuelan government in 2008, the Company ceased to be an “operating company”
under Sections 1002(c) and 1003(c)(i) of the Exchange’s Company Guide and did
not remedy that status pursuant to the Plan.
The terms of the
Plan focused on the Company becoming an “operating company” again, as defined
by the Exchange staff. Management believes that the Company has demonstrated
substantial compliance with the intent and spirit of the Plan to become an
“operating company” by signing an agreement effective April 26, 2012, granting
the Company the right to earn an undivided 51% interest in the La Tortuga property,
a copper and gold prospect located in Jalisco State, Mexico, and conducting
exploration activities at the La Tortuga property. Additionally, management believes
the Company meets all other continued listing standards of the Exchange and, as
of market close on January 3, 2012, the Company currently meets all the
standards for initial listing under Initial Listing Standard 4 (Section 103(d)
of the Company Guide).
The Company
expects to appeal the Exchange staff’s decision by January 10, 2013, and will
request an oral hearing before a committee of the Exchange to be held at a
later date. There can be no assurances that the Company’s request for continued
listing will be granted. During the appeal period the Company’s shares will
continue to be listed for trading on the Exchange and will continue to trade on
the TSX Venture Exchange.
ICSID
Arbitration
The Company's international
arbitration against the Republic of Venezuela regarding the illegal
expropriation of its Venezuelan properties is proceeding. As reported earlier,
the Tribunal held an oral hearing in the case during the week of February 2012,
following which the parties were called upon to submit post hearing briefs.
On July 25, 2012, the Tribunal issued a procedural order requesting the
production of further evidence related to valuation issues. Both parties have
submitted responses and the Tribunal has advised the parties that it will
provide further directions in early January 2013 on the implementation of its
procedural order and Venezuela has been given until January 17, 2013 to respond
to the points raised in a submission of the Company dated December 10, 2012, in
regard to the July 25, 2012 procedural order.
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: the notice of intent to file a delisting
application received from the Exchange staff, our inability to satisfy the
requirements of the plan of compliance accepted by the Exchange staff 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 the
SEC, 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 the SEC, respectively.
Further information regarding the Company can be
located
at www.goldreserveinc.com,
www.sec.gov
and www.sedar.com.
Company Contact
A. Douglas Belanger, President
926 W. Sprague Ave., Suite 200
Spokane, WA 99201 USA
Tel. (509) 623-1500
Fax (509) 623-1634
"
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 (AMEX:GRZ)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Gold Reserve (AMEX:GRZ)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024