News release
N NR-13-08
*NOT T FOR RELE EASE IN TH HE UNITED S STATES*
GOLD RESE G ERVE INC. A ANNOUNCE ES PRIVATE E PLACEME ENT
SPOK KANE, WAS SHINGTON, , August 14, 2 2013
Gold Reserve Inc. (TSX.V:GRZ Z) (OTCQB:G GDRZF) (the “Company”
”) announces t that it intends s to complete, subject t to the approva al of the TSX X Venture Exc change (the “T TSXV”), a no on-brokered p private placem ment with cer rtain significa ant shareholde ers of the Com mpany (“Sign
nificant Shar
reholders”) fo or gross ts of securities of the proceeds of US $5,250,000 (the e “Private Pla acement”) co onsisting of 1, ,750,000 unit Comp pany (each, a "Unit") at a p price of US $3.00 per Unit
t. Each Unit c comprises one e Class A com mmon share of the Compa any (each, a "
"Common Sh hare") and on ne-half of one e Common Sh hare purchase e warrant (each whole such w warrant, a "W Warrant"), wi ith each Warr rant exercisab ble by the hold der for a perio od of 2 years after its issua ance to acquir re one Comm mon Share at a a price of US $4.00 per sha are. The proc ceeds will be use ed by the Com mpany for gen neral working g capital purp poses.
n connection with the Priv No co ommission or finder’s fee w will be paid in vate Placemen nt. It is anticip pated that at leas st 1,500,000 U Units for aggr regate gross p proceeds of U US $4,500,000 0 will be subs scribed for by y exemptions from the Signif ficant Shareholders. The S Shares and the e Warrants wi ill be offered pursuant to e prospectus requirem ments of appl licable securities legislatio on and will be e subject to a hold period in n Canada of fou ur months and d a day from t their date of issuance.
Any s subscription in n the Private Placement by y a Significan nt Shareholder that is an “in nsider” will b be consid dered to be a related party transaction w within the mea aning of TSX XV Policy 5.9 which incorp porates Canad dian Multilate eral Instrumen nt 61-101 (“M MI 61-101”). The Compan ny intends to r rely on the ex xemptions from t the valuation and minority y shareholder approval requ uirements of MI 61-101 co ontained in se ections ) and 5.7(a) of MI 61-101, respectively, in respect of 5.5(a)
f any such Sig gnificant Shar reholders’
partic cipation.
oldreserveinc.com, www.se Further information regarding th he Company can be locate ed at www.go ec.gov and w www.sedar.com.
Comp pany Contac ct
A. Do ouglas Belang ger, President t 926 W W. Sprague Ave., Suite 200 Spoka ane, WA 9920 01 USA Tel. (509) 623-150 Fax (5 509) 623-1634
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, including statements related to the expected completion of the Private Placement. 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 failure by the Company to obtain the approval of the TSXV to the proposed placement in a timely manner.
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 40-F for the year ended December 31, 2012, filed with the Canadian provincial securities regulatory authorities and the SEC, respectively.
"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."