UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GOLD RESERVE INC.
(Name of Subject Company)
GOLD RESERVE INC.
(Name of Person(s) Filing Statement)
Class A Common Shares
Equity Units
Class A Common Share Purchase Rights
(Title of Class of Securities)
38068N108 (Class A Common Shares)
(CUSIP Number of Class of Securities)
Rockne J. Timm
Gold Reserve Inc.
926 West Sprague Ave.
Suite 200
Spokane, WA 99201
(509) 623-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With Copies To:
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Charles L.K. Higgins
Fasken Martineau DuMolin LLP
Toronto Dominion Centre
66 Wellington St. W., #4200
Toronto, ON M5K 1N6
(416) 865-4392
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Jonathan B. Newton
Baker & McKenzie LLP
Pennzoil Place, South Tower
711 Louisiana St., Suite 3400
Houston, TX 77002
(713) 427-5000 |
o Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9 originally filed by Gold Reserve Inc. (“Gold Reserve”) with the Securities and Exchange
Commission (“Commission”) on December 30, 2008 (as amended, the “Statement”). The purpose of this amendment is to
amend and supplement Item 9 — Exhibits by adding new
exhibits (a)(9) and (a)(10). Except as otherwise
indicated, the information set forth in the Statement remains unchanged.
Item 9. Exhibits
Item 9 is hereby amended and supplemented by adding the following exhibit:
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Description |
(a)(9)
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Management Presentation
(incorporated by reference to Gold Reserve Inc.’s Form 425 filed with
the Commission on January 6, 2009. |
(a)(10)
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Press Release issued by Gold
Reserve Inc. on January 6, 2009 (incorporated by reference to
Gold Reserve Inc.’s Form 425 filed with the Commission on
January 6, 2009. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated:
January 6, 2008
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GOLD RESERVE INC. |
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By:
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/s/ Robert A. McGuinness |
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Name:
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Robert A. McGuinness |
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Title:
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Vice President — Finance & CFO |