Gold Reserve Provides Update on Annual Meeting Matters

NR-17-12

GOLD RES SERVE PRO OVIDES UPD DATE ON AN NNUAL ME EETING MA ATTERS

SPOKAN NE, WASHIN NGTON, Aug gust 23, 2017

X: GDRZF) ("Gold The board d of directors s (the “Board d”) of Gold R Reserve Inc. (TSX.V: GR RZ) (OTCQX Reserve" or the "Comp pany") is pleased to annou unce that the e Company ha as reached se eparate agreem ments with each of Steelhead d Partners, LL LC (“Steelhea ad”) and Grey ywolf Capital Management t LP (“Greyw wolf”), two of th he Company’s s largest shar reholders, reg garding how Steelhead an nd Greywolf, , respectively y, will vote the C Class A common shares ( (the “Class A A Shares”) ov ver which the ey exercise control or dire ection with respe ect to the ele ection of direc ctors at the C Company’s an nnual meeting g of sharehol lders to be he eld on August 29 9, 2017 (the “ “Meeting”).

In particu ular, each of G Greywolf and d Steelhead ha as agreed to v vote all of th he Class A Sh hares over wh hich it exercises control or dir rection for the e following se even director nominees: M Mr. Robert A. Cohen (a nom minee of Greywolf), Mr. Mic n (a nominee of Steelhead chael Johnston

d) and five me embers of the e incumbent B Board, being Me essrs. Rockne e J. Timm, A A. Douglas B Belanger, Jam mes P. Geyer r, James H. C Coleman and d Jean Charles Potvin. In conj junction with such agreem ments, the nam me of Patrick D D. McChesne ey, a director of the Company y since 1988, w will be withdr rawn from co onsideration f for re-election n to the Board d.

The Com mpany has furt ther agreed w with each of Steelhead an nd Greywolf t that following g the Meeting, the Board wil ll work with such shareho olders to seek k out and revi iew potential candidates, m mutually agre eeable rd by the end of 2017. Onc to such sh hareholders, to

• be appointe ed to the Boar ce a candidate e agreeable to
  • such

sharehold ders is identifi ied, such pers son would be put forward to the Board to be appoin nted as a direc ctor at the reques st of such sha areholders and d an existing d director will r resign at that time.

James Co oleman, Exec cutive Chairm man of the B Board, stated, , “We would d also like to

• acknowledg ge the

significan nt contribution ns Pat McCh hesney has pro ovided over t the many yea ars as an offi icer and a dir rector. Mr. McCh hesney’s wit, sound advice e and steady h hand will be missed and w we express ou ur sincere than nks to him for hi is service and d wish him all l the best.”

As at July y 10, 2017, th he record date e for the Mee eting (the “Re ecord Date”), , Greywolf, o on behalf of c certain funds tha at it manages or advises s, exercised control or d direction ove er 23,544,147 7 Class A S Shares (represent ting approxim mately 26.2% % of the out tstanding Cla ass A Shares s as at the R Record Date e) and Steelhead d, on behalf o of Steelhead Navigator M Master, L.P ( (“Steelhead N Navigator”) a and another c client, exercised control or d direction over r 7,331,701 C Class A Share es (representi ing approxim mately 8.2% o of the outstandin ng Class A Sh hares as at the e Record Date e).

Subsequent to the Rec cord Date, Greywolf, on be ehalf of certa ain funds it m manages or ad dvises, or exe ercises control or r direction ov ver, acquired an additiona al 2,910,109 Class A shar res upon the conversion o of the principal amount of c certain conve ertible debent tures and Ste eelhead, on b behalf of Ste eelhead Navi igator, acquired control or direction over an additiona al 3,168,223 C Class A Shar res upon the conversion o of the principal amount of certain convertible debentures. As a result of such conversions, Greywolf currently exercises control or direction over a total of 26,454,256 Class A Shares (27.1%) and Steelhead currently exercises control or direction over a total of 10,499,924 Class A Shares (10.8%).

Further information regarding the Company can be located at www.goldreserveinc.com, www.sec.gov, and www.sedar.com.

Gold Reserve Inc. Contact

A. Douglas Belanger, President 999 W. Riverside, Suite 401 Spokane, W A 9920 I USA Tel. (509) 623-1500 Fax (509) 623-1634

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains “forward-looking statements” within the meaning of applicable U.S. federal securities laws and “forward-looking information” within the meaning of applicable Canadian provincial and territorial securities laws and state Gold Reserve’s and its management’s intentions, hopes, beliefs, expectations or predictions for the future including without limitation statements with respect to Greywolf’s and Steelhead’s agreements to vote the Class A Shares over which they have control and direction over for the aforementioned nominees and any future changes to the Board. Forward-looking statements are necessarily based upon 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, including without limitation the actual voting results at the Company’s upcoming Meeting and the ability of Steelhead and Greywolf to agree on a successor member of the Board.

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 Securities and Exchange Commission and applicable Canadian provincial and territorial securities laws.

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.