GOLD Reserve Announces Appointment of Executive Vice-Chairman; Amendment to Equity Incentive Plan

GOLD RESERVE ANNOUNCES APPOINTMENT OF EXECUTIVE VICE-CHAIRMAN;

AMENDMENT TO EQUITY INCENTIVE PLAN

SPOKANE, WASHINGTON, May 3, 2024 NR 24-04

Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) today

announces the appointment of Paul Rivett as a director and as the Executive Vice-Chairman of the Board of

Directors, effective immediately.

Board Chair Robert Cohen said the following about the appointment of Mr. Rivett: “At this important time

in Gold Reserve’s continuing effort to enhance shareholder value, we are delighted to welcome new

Executive Vice-Chairman Paul Rivett to the Company. Paul is well known as a dynamic entrepreneur and

successful developer of value in enterprises in a variety of industries. He brings his valuable experience,

great energy and enthusiasm to the tasks ahead at Gold Reserve. We are all excited to begin working with

him.”

In connection with the appointment of Mr. Rivett as Executive Vice-Chairman of the Board of Directors, the

Company has granted Mr. Rivett an aggregate of 750,000 stock options (the “ Options”) under the

Company’s current amended and restated 2012 Equity Incentive Plan (the “Plan”) to purchase up to 750,000

Class A common shares in the capital of the Company.

250,000 of Mr. Rivett’s Options will vest immediately at an exercise price of US $3.28 per share. For t he

additional 500,000 Options , 50% will vest on the date that is 6 months from the date of grant and the

remaining 50% will vest on the date that is 12 months from the date of grant, at an exercise price of US$5.00

per share. All of Mr. Rivett’s Options have a maximum term of five years from the date of grant.

AMENDMENT TO EQUITY INCENTIVE PLAN AND GRANT OF CONDITIONAL OPTIONS

The Company also announces that the Board of Directors has approved an amendment to the Plan whereby,

among other things, the number of Class A common shares of the Company available to be granted under

the Plan will be increased to 14,932,307, representing approximately 15% of the issued and outstanding

Class A common shares of the Company as of the date hereof (the “ Plan Amendment ”). The Plan

Amendment is subject to approval of the TSX Venture Exchange and shareholders of the Company.

The Company has also granted, subject to approval of the TSX Venture Exchange and shareholders of the

Company, Mr. Rivett 2,500,000 c onditional stock o ptions (“Conditional Options ”) under the Plan to

purchase up to 2,500,000 Class A common shares in the capital of the Company. 50% of the Conditional

Options will vest on the date that is 9 months from the date of grant and the remaining 50% will vest on the

date that is 18 months from the date of grant , at an exercise price of US$7.00 per share, and will hav e a

maximum term of five years from the date of grant. The Conditional Options granted under the Plan may

not be exercised until shareholder approval of the Plan Amendment and disinterested shareholder approval

of the grant of the Conditional Options has been received.

Certain major shareholders of the Company, representing approximately 54.6% of the outstanding Class A

common shares have agreed to vote their shares in favour of the approval of the Plan Amendment and the

grant of the Conditional Options at the next annual meeting of shareholders of the Company.

ON BEHALF OF THE BOARD

James H. Coleman

President and Chairman Emeritus of Gold Reserve Inc.

Gold Reserve Inc. Contact

Jean Charles Potvin

999 W. Riverside Ave., Suite 401

Spokane, WA 99201 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, including, without limitation, with respect to obtaining regulatory and TSX Venture Exchange

approval for the Conditional Options described herein, their issuance or exercise (or lack thereof) and

amendments to the Plan. Such statements set out Gold Reserve’s and its management’ s intentions, hopes,

beliefs, expectations or predictions for the future. 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.

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 notic e. 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 dis closure 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.