-Minerven controls Block B, made up of gold mining concessions La Laguna, Santa Rita, Panamá and Isidora

i thought rusoro had isidora???? scroll down, it's in bold...someone should tell minerven....then again, i thought it was vannessa (infinito) suing ven over 2 concessions...not minca over 4...

as far as the multinationals not creating as much benefit as nationalized companies....please! every nationalized company in ven is screaming "where's da money, mang"...

Gold Reserve Sends Letter to Shareholders

    <<
    Urges Shareholders NOT to Tender Their Shares into Rusoro's Inadequate
    Offer
    >>

    SPOKANE, WA, Jan. 28 /CNW/ - Gold Reserve Inc. (NYSE Alternext: GRZ)
(TSX: GRZ) today sent the following letter to shareholders urging shareholders
not to tender their shares into Rusoro Mining Ltd.'s (TSX-V: RML) ("Rusoro")
unsolicited offer of December 15, 2008 (the "Offer") to acquire all of the
outstanding shares and equity units of Gold Reserve in consideration for three
shares of Rusoro for each Gold Reserve share tendered under the Offer.
    The full text of the letter follows:

    January 28, 2009

    Dear Fellow Shareholder:

    Gold Reserve's Board of Directors has unanimously rejected Rusoro Mining
Ltd.'s ("Rusoro") unsolicited offer of December 15, 2008 (the "Offer") to
acquire Gold Reserve. Your Board is committed to ensuring that all
shareholders receive full value for their investment and believes that:

    <<
    -   The Rusoro Offer does not represent a premium as it does not provide
        shareholders adequate consideration for the fair value of Gold
        Reserve's assets and their relative contribution to the proposed
        combined company.
    -   Rusoro's weak financial position would expose Gold Reserve
        shareholders to increased risk.
    -   Rusoro lacks the operational expertise necessary to maintain, much
        less enhance, the value of the combined company.
    >>

    On January 19, 2009, after more than 30 days of making its case to Gold
Reserve shareholders, Rusoro publicly admitted that less than 3% of Gold
Reserve's outstanding shares had been tendered into its Offer. We believe this
sends a clear message to Rusoro - the Offer is opportunistic, financially
inadequate and significantly undervalues your company. Despite the extremely
low tender, Rusoro announced that it had extended its bid expiry date to
February 18, 2009. We are writing to further highlight the deficiencies of
Rusoro's Offer and to urge you again to REJECT the Offer and NOT TENDER your
shares.

    RUSORO'S OFFER UNDERVALUES GOLD RESERVE AND DOES NOT REPRESENT A PREMIUM

    Rusoro is attempting to acquire Gold Reserve's significant assets,
including our world-class Brisas Project and our significant cash holdings,
without paying you a premium for the underlying value of your shares. Gold
Reserve's implied value per share, considering Gold Reserve's net cash,
equipment and investment in Brisas, is more than twice the current implied
Offer price of C$1.95 (based on the closing price of C$0.65 for Rusoro shares
on the TSX-V on January 26, 2009). Under the terms contemplated in the Offer,
Rusoro would effectively pay nothing for Gold Reserve's approximately 10.2
million ounces of proven and probable gold reserves and approximately 1.4
billion pounds of proven and probable copper reserves.
    The respective contributions Gold Reserve and Rusoro would make to the
proposed combined company, the most significant of which are shown below,
demonstrate the failure of Rusoro's assets, balance sheet and reserves to
provide fair value to Gold Reserve shareholders. Despite Gold Reserve's far
greater contribution to the value of the combined company, the Offer would
provide Gold Reserve shareholders with a mere 30% interest in the proposed
combined company on a non-diluted basis, with the potential for significant
dilution in the next year or two and exposure to increased financial and
operational risk.
    To view a bar graph please see
http://files.newswire.ca/782/GoldReserve.doc

    <<
    For example, Gold Reserve         On the other hand, Rusoro would
     would contribute:                 contribute:

    - the construction-stage Brisas   - significant cash-flow concerns and
      gold and copper project with:     long-term liquidity problems,
      - proven and probable           - operational problems at Choco 10,
        reserves of approximately     - near term exhaustion of Isidora
        10.2 million ounces of          reserves,
        gold,                         - an asset base that is largely
      - proven and probable             encumbered by the Hambro/Endeavour
        reserves of approximately       Loan,
        1.4 billion pounds of         - poorly disclosed related party
        copper,                         transactions that have significantly
      - approximately US$230            reduced Rusoro's cash resources, and
        million of investment in      - delisting of the Gold Reserve shares
        Brisas,                         from the NYSE Alternext and TSX in
    - approximately US$109 million      exchange for a Canada-only listing on
      of cash and cash equivalents,     the junior Canadian TSX Venture
    - approximately US$47 million       exchange.
      of deployable or saleable
      equipment,
    - the grass-roots Choco 5
      exploration project, and
    - equity securities currently
      listed on the TSX and
      NYSE-Alternext.

     RUSORO'S WEAK FINANCIAL POSITION AND OPERATIONAL PERFORMANCE RAISE
                             SIGNIFICANT CONCERNS

    Your Board believes that a transaction with Rusoro would expose Gold
    Reserve shareholders to increased financial risk due to Rusoro's negative
    cash flow, working capital deficit and near term debt repayment
    obligations. We also have significant concerns about Rusoro's past
    delinquency with certain quarterly regulatory filings. Consider the
    following:

    -   Since launching its hostile bid on December 15, 2008, Rusoro has
        failed to directly address what we believe are financial deficiencies
        outlined in its quarterly reports to shareholders, the most recent
        being for the quarter ended September 30, 2008.
    -   Rusoro has provided no update on its current cash position or any
        meaningful guidance as to its liquidity outlook for 2009, and omitted
        any discussion of this key issue in its last financial press release.
    -   Substantially all of Rusoro's assets are encumbered by the
        US$80 million Hambro/Endeavour Loan due in full in June 2010, yet
        Rusoro lacks the cash flows necessary to meet this obligation.
    -   A number of Rusoro's quarterly filings with the Canadian securities
        regulatory authorities over the last two years have been delinquent.
    -   Rusoro has not publicly filed an audited annual financial report for
        2008. Without this report, our shareholders cannot make an informed
        assessment of Rusoro's 2008 performance and its plans for 2009.

    Based on Rusoro's track record and its current operational problems, your
    Board does not believe Rusoro has the operational expertise necessary to
    maintain, much less enhance, the value of the proposed combined company.
    >>

    Rusoro has often failed to achieve its own forecasts in a variety of
categories including production rates, ore grades and metallurgical recovery
rates. Furthermore, Rusoro is operating at a loss despite historically high
gold prices.
    On January 14, 2009, Rusoro announced "record gold production and record
low cash costs for Q4 2008," in what we believe to be an effort to deflect
concerns over Rusoro's historically poor operating results at Choco 10. We
believe the inclusion of high-grade ore from the short-lived Isidora deposit
may have skewed the results attributable to the Choco 10 mine on a standalone
basis, which has historically remained cash flow negative.
    Rusoro claims that an important factor in its Offer is its "full exposure
to gold price." For the nine months ended September 30, 2008, Rusoro's gold
was sold on average at a 26% discount to the international spot price. In its
January 14, 2009 announcement, Rusoro failed to disclose the average sales
price it realized on gold sales for the fourth quarter 2008.

    <<
     YOUR BOARD QUESTIONS RUSORO'S PURPORTED "ESTABLISHED" RELATIONSHIP
                       WITH THE VENEZUELAN GOVERNMENT
    >>

    Finally, while Rusoro implies that it is the Venezuelan government's
"partner of choice" for mining opportunities in Venezuela, Rusoro itself has
confirmed that no agreement currently exists with the Venezuelan government
regarding the development and exploitation of Las Cristinas and Brisas.
    While Rusoro asserts that it is capable of obtaining the required permits
to develop and operate a mine in Venezuela, Rusoro itself has never permitted
and constructed a mine in Venezuela. The two mines that Rusoro refers to as
examples of its ability to "get things done" in Venezuela were permitted and
constructed by previous operators prior to Rusoro acquiring them.

    <<
     YOUR BOARD IS COMMITTED TO ENSURING THAT SHAREHOLDERS RECEIVE FULL
                     AND FAIR VALUE FOR THEIR INVESTMENT
    >>

    To protect one of your company's most valuable assets - its confidential
information - on December 31, 2008, Gold Reserve filed a motion in the Ontario
Superior Court of Justice seeking, among other things, to restrain Rusoro from
proceeding with its unsolicited offer because we believe Rusoro had access to
or benefited from the use of our confidential information as a result of its
relationship with Endeavour Financial International Corporation.
    Gold Reserve has cash, equipment, mining rights and other valuable assets
that belong to our shareholders, and we will vigorously seek to ensure that
our shareholders receive full value for those assets. We believe Rusoro's
attempt to acquire our valuable investment in the Brisas Project and our cash,
without offering adequate consideration, is inconsistent with our objective of
enhancing shareholder value. We believe that by continuing to execute on our
long-term strategy, we can realize significantly more value for our
shareholders.
    We urge you to REJECT Rusoro's opportunistic Offer and NOT TENDER your
Gold Reserve shares into the Rusoro Offer. If you have already tendered any of
your Gold Reserve shares, we urge you to withdraw them immediately.
Shareholders who have tendered Gold Reserve shares into the Rusoro Offer and
who wish to obtain advice or assistance in withdrawing their Gold Reserve
shares are urged to contact their broker or Laurel Hill Advisory Group, the
information agent retained by Gold Reserve, at 1-888-295-4655.

    <<
    On behalf of the Board, we thank you for your continued support.

    Sincerely,

    James H. Coleman Q.C.                Rockne J. Timm
    Chairman of the Board of Directors   Chief Executive Officer and Director
    >>

    NOTE TO U.S. INVESTORS

    Information contained in this shareholder letter and in Gold Reserve's
disclosure documents filed with securities regulatory authorities, including
the SEC, that contain descriptions of Gold Reserve's mineral deposits may not
be comparable to similar information made public by U.S. companies subject to
the reporting and disclosure requirements under the U.S. federal securities
laws and the rules and regulations thereunder. The terms "Mineral Reserve",
"Proven Mineral Reserve" and "Probable Mineral Reserve" are Canadian mining
terms as defined in accordance with NI 43-101 under the guidelines set out in
the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM")
Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
Council. These definitions differ from the definitions in the SEC Industry
Guide 7 under the Securities Act. The definitions of "proven" and "probable"
reserves used in NI 43-101 differ from the definitions in SEC Industry Guide
7. We believe Gold Reserve has proven and probable reserves pursuant to
Industry Guide 7. In addition, the terms "mineral resource", "measured mineral
resource", "indicated mineral resource" and "inferred mineral resource" are
defined in and required to be disclosed by NI 43-101. However, these terms are
not defined terms under SEC Industry Guide 7 and normally are not permitted to
be used in reports and registration statements filed with the SEC. Investors
are cautioned not to assume that any part or all of the mineral deposits in
these categories will ever be converted into reserves. "Inferred mineral
resources" have a great amount of uncertainty as to their existence, and as to
both their economic and legal feasibility. It cannot be assumed that all or
any part of an inferred mineral resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred mineral resources may
not form the basis of feasibility or pre-feasibility studies, except in rare
cases, and such estimates are not part of SEC Industry Guide 7. NI 43-101 is a
rule developed by the Canadian Securities Administrators, which established
standards for all public disclosure an issuer makes of scientific and
technical information concerning mineral projects. Unless otherwise indicated,
all resource estimates of Gold Reserve contained in Gold Reserve's securities
regulatory filings have been prepared in accordance with NI 43-101 and the
CIM, Metallurgy and Petroleum Classification System.

    Gold Reserve Inc. is a Canadian company, which holds the rights to the
Brisas gold/copper project and the Choco 5 gold exploration property in
Bolivar State, Venezuela.