As filed with the Securities and Exchange Commission on September 19, 2014
Registration No. 333-188574
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLD RESERVE INC.
(Exact name of registrant as specified in its charter)
Alberta, Canada (State or other jurisdiction of
incorporation or organization) |
N/A
(I.R.S. Employer Identification No.) |
926 West Sprague Avenue, Suite 200
Spokane, Washington
(Address of Principal Executive Offices) |
99201
(Zip Code) |
GOLD RESERVE INC. 2012 EQUITY INCENTIVE PLAN
(Full title of the plan)
Agent for service:
Rockne J. Timm
926 West Sprague Avenue, Suite 200
Spokane, Washington 99201
(509) 623-1500
(Name, address and telephone number,
including area code)
Copy to:
Jonathan B. Newton
Baker & McKenzie LLP
Bank of America Center
700 Louisiana, Suite 3000
Houston, Texas 77002
(713) 427-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
x |
|
|
|
|
Non-accelerated filer |
|
¨ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
¨ |
IMPORTANT NOTICE
THESE Securities are being
offered to investors in the United States of America, other than in the states
of Montana, New Hampshire AND North Dakota and the district of columbia.
explanatory note
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-188574) (as amended, this "Registration Statement") is being filed pursuant to Rule 414 of the Securities Act of 1933, as amended (the "Securities Act"), by Gold Reserve Inc., a public company organized under the laws of Alberta, Canada (the "Company"), to reflect a continuance of the Company under the Business Corporations Act (Alberta) (the "ABCA") whereby the legal domicile of the Company changed from the Yukon, Canada to Alberta, Canada, effective as of September 9, 2014 (the "Continuance"). The Continuance was effected through a continuance resolution, approved by the Company's shareholders on September 5, 2014, which authorized the Company to continue under the ABCA as if it had been incorporated under such statute. As a result of the Continuance, the Company continues as the same legal entity, other than its domicile has changed. In addition, following the Continuance, the Company continues its same business and operations and shareholders continue to hold the same number of Class A common shares, no par value (the "Class A Common Shares"), equity units (including Class B common shares) or other securities of the Company as they currently hold, with the same rights and obligations, as the case may be, attaching thereto, except that the Company is now organized in Alberta, Canada. Pursuant to Rule 414 of the Securities Act, the Company is a successor issuer and hereby expressly affirms that the Registration Statement continues to be its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Registration fees were originally paid at the time of filing of the original Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this Registration Statement will be sent or given to the participants in the Gold Reserve Inc. 2012 Equity Incentive Plan (the "Plan") as specified by Rule 428(b)(1) of the Securities Act. In accordance with the instructions to Part I of this Registration Statement, such documents will not be filed with the Securities and Exchange Commission (the "Commission"). These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement:
· The Company's Annual Report on Form 40-F, for the Company's fiscal year ended December 31, 2013, filed with the Commission on April 29, 2014;
· The Company's reports on Form 6-K, furnished to the Commission on April 29, 2014, May 1, 2014, May 5, 2014, May 7, 2014 (two reports), May 23, 2014 (no interim financial information incorporated by reference is audited), June 10, 2014, June 20, 2014, June 26, 2014, July 23, 2014, July 28, 2014, August 12, 2014, August 29, 2014 (no interim financial information incorporated by reference is audited), September 9, 2014 and September 19, 2014;
· The description of the Company's Capital Stock set forth in the Company's report on Form 6-K, furnished to the Commission on September 19, 2014;
· The description of Class A Common Share purchase rights set forth in the Company's report on Form 6-K, furnished to the Commission on September 19, 2014;
· all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (except that any portions thereof which are furnished and not filed shall not be deemed incorporated) since the end of the fiscal year covered by the Form 40-F mentioned above; and
· All other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (except that any portions thereof which are furnished and not filed shall not be deemed incorporated), and certain reports on Form 6-K furnished by the Company (which indicate on their cover pages that they are incorporated herein by reference), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereunder have been sold or which deregisters all Class A Common Shares then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The ABCA, under which the Company is incorporated,
permits a corporation to indemnify its directors and officers, including those
of its subsidiaries, for costs, charges and expenses, including amounts paid to
settle an action or satisfy any judgment reasonably incurred in respect of any
civil, criminal or administrative action or proceeding, if such director or
officer acted honestly and in good faith with a view to the best interests of
the corporation and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, such director or officer had
reasonable grounds for believing that his or her conduct was lawful.
ALBERTA LAW
Section
124 of the ABCA is set forth in its entirety as follows. All capitalized terms
used herein but not otherwise defined shall have the meanings as set forth in
the ABCA.
124(1) Except in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its favour, a
corporation may indemnify a director or officer of the corporation, a former
director or officer of the corporation or a person who acts or acted at the
corporation’s request as a director or officer of a body corporate of which the
corporation is or was a shareholder or creditor, and the director’s or
officer’s heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the director or officer in respect of any civil,
criminal or administrative action or proceeding to which the director or
officer is made a party by reason of being or having been a director or officer
of that corporation or body corporate, if
(a)
the director or officer acted
honestly and in good faith with a view to the best interests of the
corporation, and
(b)
in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
director or officer had reasonable grounds for believing that the director’s or
officer’s conduct was lawful.
(2) A corporation may with the approval of the Court indemnify a
person referred to in subsection (1) in respect of an action by or on behalf of
the corporation or body corporate to procure a judgment in its favour, to which
the person is made a party by reason of being or having been a director or an
officer of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by the person in connection with the action if the
person fulfils the conditions set out in subsection (1)(a) and (b).
(3) Notwithstanding anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by the person in connection
with the defence of any civil, criminal or administrative action or proceeding
to which the person is made a party by reason of being or having been a
director or officer of the corporation or body corporate, if the person seeking
indemnity
(a)
was substantially successful on
the merits in the person’s defence of the action or proceeding,
(b)
fulfils the conditions set out in
subsection (1)(a) and (b), and
(c)
is fairly and reasonably entitled
to indemnity.
(3.1) A corporation may advance funds to a person in order to defray
the costs, charges and expenses of a proceeding referred to in subsection (1)
or (2), but if the person does not meet the conditions of subsection (3) he or
she shall repay the funds advanced.
(4) A corporation may purchase and maintain insurance for the benefit
of any person referred to in subsection (1) against any liability incurred by
the person
(a)
in the person’s capacity as a
director or officer of the corporation, except when the liability relates to
the person’s failure to act honestly and in good faith with a view to the best
interests of the corporation, or
(b)
in the person’s capacity as a
director or officer of another body corporate if the person acts or acted in
that capacity at the corporation’s request, except when the liability relates
to the person’s failure to act honestly and in good faith with a view to the
best interests of the body corporate.
(5) A corporation or a person referred to in subsection (1) may apply
to the Court for an order approving an indemnity under this section and the
Court may so order and make any further order it thinks fit.
(6) On an application under subsection (5), the Court may order
notice to be given to any interested person and that person is entitled to
appear and be heard in person or by counsel.
THE COMPANY’S BY-LAWS
Sections
5.01 through 5.06 of the Company’s by-laws are set forth in their entirety as
follows. All capitalized terms used herein but not otherwise defined shall have
the meanings as set forth in the Company’s by-laws.
5.01 Limitation
of Liability
No
director or officer for the time being of the Corporation shall be liable for
the acts, receipts, neglects or defaults of any other director or officer or
employee, or for joining in any receipt or act for conformity, or for any loss,
damage or expense happening to the Corporation through the insufficiency or
deficiency of title to any property acquired by the Corporation or for or on
behalf of the Corporation or for the insufficiency or deficiency of any
security in or upon which any of the moneys of or belonging to the Corporation
shall be placed or invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person, firm or corporation
including any person, firm or corporation with whom or with which any moneys,
securities or effects shall be lodged or deposited, or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any moneys, securities or other assets of or belonging to the
Corporation or for any other loss, damage or misfortune whatsoever which may
happen in the execution of the duties of his or her respective office or trust
or in relation thereto unless the same shall happen by or through his or her
failure to exercise the powers and to discharge the duties of his or her office
honestly, in good faith and with a view to the best interests of the
Corporation and to exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances.
5.02 Indemnity
The
Corporation shall, to the maximum extent permitted under the Act or otherwise
by law, indemnify a director or officer of the Corporation, a former director
or officer of the Corporation, and a person who acts or acted at the
Corporation's request as a director or officer, or an individual acting in a
similar capacity, of another entity, and their heirs and legal representatives,
against all costs, charges and expenses, including any amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other action or
proceeding to which he or she is made a party to or involved by reason of that
association with the Corporation or such other entity.
5.03 Advance Of Costs
The Corporation shall, to the
maximum extent permitted under the Act or otherwise by law, advance moneys to
an individual referred to in Section 5.02 to defray the costs, charges and
expenses of a proceeding referred to in Section 5.02 provided such individual
shall repay the moneys advanced if the individual does not fulfil the
conditions set forth in the Act.
5.04 Court Approval
The
Corporation shall use reasonable commercial efforts to obtain any court or
other approvals necessary for any indemnification pursuant to Sections 5.02.
5.05 Indemnities
Not Exclusive
The
rights of any person to indemnification granted by the Act or this by-law are
not exclusive of any other rights to which any person seeking indemnification
may be entitled under any agreement, vote of shareholders or directors, at law
or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and will enure to the benefit of the heirs
and legal representatives of that person.
5.06 Insurance
The
Corporation may purchase, maintain or participate in insurance for the benefit
of the persons referred to in Section 5.02 as the board may from time to time
determine.
***
The
Company also maintains insurance for the benefit of its directors and officers
against liability in their respective capacities as directors and officers. The
directors and officers are not required to pay any premium in respect of this
insurance. The policy contains various industry exclusions and no claims have
been made thereunder to date.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to any charter provision, bylaw, contract, arrangement, statute or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not
applicable.
Item 8. Exhibits.
The following are filed as exhibits to this Registration
Statement:
Exhibit Number
|
Description
|
|
4.1
|
Indenture, dated May 18, 2007, by and among Gold Reserve
Inc., and The Bank of New York Mellon, as successor in interest to The Bank
of New York, as Trustee, and the Co-Trustee named therein, incorporated by
reference to Exhibit 7.1 to the Company's Registration Statement on Form F-10
(File No. 333-142944) filed with the Commission on May 14, 2007.
|
4.2
|
First Supplemental Indenture, dated as of December 4, 2012,
among Gold Reserve Inc., U.S. National Bank Association, as Trustee, and
Computershare Trust Company of Canada, as Co-Trustee filed with the Commission
on Form 6-K (File No. 001-31819) on December 6, 2012.
|
4.3
|
Second Supplemental Indenture, dated as of June 18,
2014, among Gold Reserve Inc., U.S. National Bank Association, as Trustee,
and Computershare Trust Company of Canada, as Co-Trustee, filed with the Commission
on Form 6-K (File No. 001-31819) on June 20, 2014.
|
4.4
|
Articles of Continuance (which are deemed to be the
Articles of Incorporation of the Company upon the Continuance under the ABCA),
filed with the Commission on Form 6-K (File No. 001-31819) on September 19,
2014.
|
4.5
|
By-law No. 1, filed with
the Commission on Form 6-K (File No. 001-31819) on September 19, 2014.
|
4.6
|
Form of Certificate for the Class A Common Shares,
filed with the Commission on Form 6-K (File No. 001-31819) on September 19,
2014.
|
4.7
|
Gold Reserve Inc. 2012 Equity Incentive Plan (as
amended and restated), incorporated by reference to Exhibit 4.6 of the
Company’s Registration Statement on Form S-8 (Registration No. 333-197282),
filed with the Commission on July 7, 2014.
|
4.8
|
Amended and Restated Shareholder Rights Plan
Agreement (including form of Rights Certificate), filed with the Commission
on Form 6-K (File No. 001-31819) on May 14, 2009.
|
4.9
|
First Amendment to Amended and Restated Shareholder
Rights Plan Agreement, filed with the Commission on Form 6-K (File No.
001-31819) on June 4, 2012.
|
4.10**
|
Form of Notice of Grant of Stock Options and Option
Agreement under the Gold Reserve Inc.
2012 Equity Incentive Plan.
|
5.1*
|
Opinion of Norton Rose Fulbright Canada LLP.
|
23.1*
|
Consent of PricewaterhouseCoopers LLP.
|
23.2*
|
Consent of Norton Rose Fulbright Canada LLP (incorporated
by reference to Exhibit 5.1 to this Registration Statement).
|
24.1**
|
Power of Attorney (included on the signature page to
the Registration Statement).
|
_______________
*
Filed herewith.
** Previously filed.
Item 9. Undertakings.
(a) The undersigned
registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a
post-effective amendment to the registration statement to include any financial
statements required by “Item 8.A. of Form 20-F (17 CFR 249.220f)” at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (§ 239.33 of this chapter), a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or § 210.3-19 of this
chapter if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(b) The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Spokane, State of Washington, on
September 19, 2014.
GOLD RESERVE INC.
By: /s/ Rockne J. Timm
Rockne J. Timm
Chief Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 has been signed below
by the following persons in the capacities and on the dates indicated.
Signatures
|
Title
|
Date
|
/s/ Rockne J.
Timm
|
|
|
Rockne J. Timm
|
Chief
Executive Officer, Director and its Principal Executive Officer
|
September 19, 2014
|
/s/ Robert A.
McGuinness
|
|
|
Robert A. McGuinness
|
Vice
President of Finance, Chief Financial Officer, and its Principal
Financial and Accounting Officer
|
September 19, 2014
|
*
|
|
|
A. Douglas Belanger
|
President and
Director
|
September 19, 2014
|
*
|
|
|
James P. Geyer
|
Director
|
September 19, 2014
|
*
|
|
|
James H. Coleman
|
Non-Executive Chairman
and Director
|
September 19, 2014
|
*
|
|
|
Patrick D. McChesney
|
Director
|
September 19, 2014
|
*
|
|
|
Chris D. Mikkelsen
|
Director
|
September 19, 2014
|
*
|
|
|
J.C. Potvin
|
Director
|
September 19, 2014
|
|
|
|
*By:
/s/ Rockne J. Timm
Attorney-in-fact
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the
Securities Act of 1933, as amended, the Authorized Representative has signed
this amendment to the Registration Statement solely in its capacity as the duly
authorized representative of Gold Reserve Inc. in the United States, in the
City of Spokane, State of Washington on September 19, 2014.
|
|
/s/ Mary E. Smith
|
|
Mary E. Smith
Vice President - Administration and Secretary
Authorized Representative
in the United States
|
EXHIBIT
INDEX
Exhibit Number
|
Description
|
|
4.1
|
Indenture, dated May 18, 2007, by and among Gold Reserve
Inc., and The Bank of New York Mellon, as successor in interest to The Bank
of New York, as Trustee, and the Co-Trustee named therein, incorporated by reference
to Exhibit 7.1 to the Company's Registration Statement on Form F-10 (File No.
333-142944) filed with the Commission on May 14, 2007.
|
4.2
|
First Supplemental Indenture, dated as of December 4, 2012,
among Gold Reserve Inc., U.S. National Bank Association, as Trustee, and
Computershare Trust Company of Canada, as Co-Trustee filed with the Commission
on Form 6-K (File No. 001-31819) on December 6, 2012.
|
4.3
|
Second Supplemental Indenture, dated as of June 18,
2014, among Gold Reserve Inc., U.S. National Bank Association, as Trustee,
and Computershare Trust Company of Canada, as Co-Trustee, filed with the Commission
on Form 6-K (File No. 001-31819) on June 20, 2014.
|
4.4
|
Articles of Continuance (which are deemed to be the
Articles of Incorporation of the Company upon the Continuance under the ABCA),
filed with the Commission on Form 6-K (File No. 001-31819) on September 19,
2014.
|
4.5
|
By-law No. 1, filed with
the Commission on Form 6-K (File No. 001-31819) on September 19, 2014.
|
4.6
|
Form of Certificate for the Class A Common Shares,
filed with the Commission on Form 6-K (File No. 001-31819) on September 19,
2014.
|
4.7
|
Gold Reserve Inc. 2012 Equity Incentive Plan (as
amended and restated), incorporated by reference to Exhibit 4.6 of the
Company’s Registration Statement on Form S-8 (Registration No. 333-197282),
filed with the Commission on July 7, 2014.
|
4.8
|
Amended and Restated Shareholder Rights Plan
Agreement (including form of Rights Certificate), filed with the Commission
on Form 6-K (File No. 001-31819) on May 14, 2009.
|
4.9
|
First Amendment to Amended and Restated Shareholder
Rights Plan Agreement, filed with the Commission on Form 6-K (File No.
001-31819) on June 4, 2012.
|
4.10**
|
Form of Notice of Grant of Stock Options and Option
Agreement under the Gold Reserve Inc.
2012 Equity Incentive Plan.
|
5.1*
|
Opinion of Norton Rose Fulbright Canada LLP.
|
23.1*
|
Consent of PricewaterhouseCoopers LLP.
|
23.2*
|
Consent of Norton Rose Fulbright Canada LLP (incorporated
by reference to Exhibit 5.1 to this Registration Statement).
|
24.1**
|
Power of Attorney (included on the signature page to
the Registration Statement).
|
_______________
*
Filed herewith.
** Previously filed.
Exhibit 5.1
Barristers & Solicitors / Patent & Trade-mark Agents
Norton Rose Fulbright Canada llp Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box 84 Toronto, Ontario M5J 2Z4 CANADA
F: +1 416.216.3930
nortonrosefulbright.com |
September 19, 2014
United States Securities and Exchange Commission
Washington, DC
20549 USA
Gold Reserve Inc.
926 West Sprague Avenue, Suite 200
Spokane, Washington
99201 USA
Dear Sirs/Mesdames:
Gold Reserve Inc. ― Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-188574)
We have acted as Alberta counsel to Gold Reserve Inc., a corporation continued under the Business Corporations Act (Alberta) (the “Company”), in connection with the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended, with the U.S. Securities and Exchange commission relating to the registration for resale of certain securities issued or issuable under, or in connection with, the Company’s Equity Incentive Plan adopted in June 2012 and as further amended and restated in April 2014 (the “Equity Plan”).
The Equity Plan permits the grant of options to purchase Class A Common Shares of the Company at a stated price for a specified period of time to employees, directors, officers and consultants of the Company and its subsidiaries. The maximum number of Class A Common Shares authorized and available for issuance under the Equity Plan is fixed at 7,550,000 shares, subject to such undeterminable number of additional shares that may be issued pursuant to certain anti-dilution provisions specified in the Equity Plan (collectively, the “Option Shares”).
Each Option Share has an associated right to purchase from the Company one additional Class A Common Share (each such purchased share, a “Rights Plan Share”) pursuant to that certain Amended and Restated Shareholder Rights Plan Agreement dated as of June 11, 2009, as amended by the First Amendment to Shareholder Rights Plan Agreement dated June 27, 2012, entered into between the Company and Computershare Trust Company of Canada (collectively, the “Rights Plan”), which right is exercisable only upon the occurrence of events specified in the Rights Plan.
In rendering this opinion we have examined such corporate records, documents and instruments of the Company and such certificates of public officials, have received such representations from officers of the Company, and have reviewed such questions of law as in our judgment are necessary, relevant or appropriate to enable us to render the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such conformed, certified or photostatic copies.
Based upon such examination and review and upon representations made to us by officers of the Company, as the case may be, we are of the opinion that upon the issuance and delivery of the (i) Option Shares in accordance with the terms and conditions of the Equity Plan, including the receipt by the Company of the full
consideration
for such Option Shares; and (ii) Rights Plan Shares in accordance with the
terms and conditions of the Rights Agreement, including the receipt by the
Company of the full consideration for such Rights Plan Shares, the Option
Shares and the Rights Plan Shares, as the case may be, will be validly issued,
fully paid and non-assessable.
Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.
Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc) and Fulbright & Jaworski LLP, each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.
This
opinion is solely for your benefit and is not to be relied upon or reviewed by
any other party without our prior written consent.
We hereby
consent to the use of our opinion as an exhibit to, and consent to the use of
our name in, the Registration Statement.
Yours very truly,
(signed) “Norton Rose Fulbright Canada
llp”
Exhibit
23.1
Consent of Independent Auditor
We hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to the registration statement
on Form S-8 of Gold Reserve Inc. (the Company) of our report dated April 28,
2014 relating to the consolidated financial statements and effectiveness of
internal control over financial reporting of the Company, which appears in the
Company’s annual report on Form 40-F for the year ended December 31, 2013.
signed “PricewaterhouseCoopers LLP”
Chartered Accountants
Vancouver, British Columbia
September 19, 2014
Grafico Azioni Gold Reserve (QX) (USOTC:GDRZF)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Gold Reserve (QX) (USOTC:GDRZF)
Storico
Da Giu 2023 a Giu 2024