GOLD Reserve Announces Intention to Make Further Cvr/Bonus Settlement Offers, to Make Offers to Optionholders, and to Amend Equity Incentive Plan
GOLD RESERVE ANNOUNCES INTENTION TO MAKE FURTHER CVR/BONUS
SETTLEMENT OFFERS, TO MAKE OFFERS TO OPTIONHOLDERS,
AND TO AMEND EQUITY INCENTIVE PLAN
Pembroke, Bermuda – August 13, 2026 – Gold Reserve Ltd. (TSX.V: GRZ) (BSX:
GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announced today that it
intends to make further offer s to holders of its outstanding contingent value rights
(“CVRs”) and to participants in its 2012 bonus plan (“Bonus Plan”) to settle such
entitlements. The proposed settlement offer s are expected to be made on substantially
the same terms as the settlement offers previously made by the Company to CVR holders
and Bonus Plan participants earlier in 2026. The Company also intends to offer holders
of options expiring in February 2027 the opportunity to surrender their options in
exchange for a cash payment at a discount to the market price. Additional details
regarding the proposed offers, including the timing and terms thereof, are expected to be
announced in Q4, 2026.
The Company also announced today that its board of directors has approved
amendments to its equity incentive plan (the “Plan”) to (i) increase the maximum number
of common shares reserved for issuance under the Plan to maintain the reserve at
approximately 15% of the Company’s issued and outstanding Common Shares, (ii) permit
the grant of equity-based awards other than Options to participants under the Plan, and
(iii) permit holders of all outstanding stock options, including stock options granted prior
to and following the effective date of the amendment, to elect to exercise their options on
a cashless or net exercise basis.
The proposed amendments to the Plan remain subject to approval by the Company's
shareholders and acceptance by the TSX Venture Exchange and Bermuda Stock
Exchange. The Company expects to seek shareholder approval at its annual general
meeting scheduled to take place on November 5, 2026. A notice of meeting and
management information circular containing additional details regarding the proposed
amendments will be mailed to shareholders and filed under the Company's profil e on
SEDAR+ in due course.
The Company’s board of directors also approved the grant of 100,000 stock options (the
“Options”) to the Chief Development Officer of the Company. The Options are exercisable
for a period of five years at an exercise price of US$ 4.56 per share. The Options were
issued pursuant to the Plan, and in accordance with the requirements of the TSX Venture
Exchange and the Bermuda Stock Exchange.
About Gold Reserve
Gold Reserve is a primarily US -owned mineral exploration and development company
focused on advancing high- quality mineral assets with the objective of creating
sustainable long-term value for shareholders. The Company is listed on the TSX Venture
Exchange (TSX-V: GRZ), the Bermuda Stock Exchange (BSX: GRZ.BH), and trades in
the United States on the OTCQX (OTCQX: GDRZF).
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.
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. They are frequently characterized by words such as "anticipat es", "plan",
"continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will",
"potential", "proposed", "positioned" and other similar words, or statements that certain
events or conditions "may" or "will" occur. Forward -looking statements contained in this
press release include, but are not limited to, statements regarding: t he Company's
intention to seek approval to make amendments to its Plan; the proposed terms and
application of any such amendments; the anticipated timing of the Company's annual
general meeting; the receipt of shareholder and stock e xchange approvals; the
Company's intention to make further settlement offer s to holders of outstanding CVRs
and to Bonus Plan participants ; the Company’s intention to make offers to holders of
options expiring in February 2027; the anticipated terms of any such offers; and the timing
of any future announcements.
We caution that such forward- looking statements involve known and unknown risks,
uncertainties and other risks that may cause the actual events, outcomes or results of
Gold Reserve to be materially different from our estimated outcomes, results,
performance, or achievements expressed or implied by those forward- looking
statements, including but not limited to: the risk that shareholders do not approve the
proposed amendment s to the Plan ; the risk that the TSX Venture Exchange and/or
Bermuda Stock Exchange do not accept the proposed amendment s or imposes
conditions on such acceptance; the risk that the proposed amendments to the Plan or the
proposed CVR and Bonus Plan settlement offers are not made, completed or
implemented on the terms currently contemplated, or at all ; the risk that the proposed
offers to option holders whose options expire in February 2027 are not made, completed
or implemented on the terms currently contemplated, or at all ; the risk that the annual
general meeting is delayed or held on a different timetable than currently anticipated; the
risk that the Company determines not to proceed with, or modifies the terms of, any
proposed CVR and Bonus Plan settlement offers; the risk that the Company determines
not to proceed with, or modifies the terms of, any proposed offers to its option holders
whose options expire in February 2027; market conditions; and changes in applicable
laws, regulations or stock exchange requirements. This list is not exhaustive of the factors
that may affect any of the Company’s forward- looking statements. For a more detailed
discussion of the risk factors affecting the Company’s business, see the Company’s
Management’s Discussion & Analysis for the year ended December 31, 202 5 and other
reports that have been filed on SEDAR+ and are available under the Company’s profile
at www.sedarplus.ca.
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 disclosure obligations
under applicable rules promulgated by 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.
For further information regarding Gold Reserve Ltd., visit www.goldreserve.bm or contact:
Dave Onzay
Email: [email protected]
Phone: +1 (441) 295-4653