GOLD Reserve Announces up to US$20.0 Million Brokered Private Placement of Common Shares
GOLD RESERVE ANNOUNCES UP TO US$20.0 MILLION BROKERED PRIVATE
PLACEMENT OF COMMON SHARES
Pembroke, Bermuda – July 15, 2025 - Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF)
(“Gold Reserve” or the “Company”) announces it has entered into an engagement letter
with Cantor Fitzgerald Canada Corporation (“CFCC” or the "Agent"), to undertake a private
placement of Class A common shares of the Company (the "Common Shares") for
anticipated gross proceeds of up to US$ 20.0 million at a price per Common Share of
US$3.10 (the “Offering”).
Net proceeds from the Offering are expected to be used for expenditures related to the
Company's previously announced credit bid submitted for the common shares of PDV
Holdings, Inc. ("PDVH"), the indirect parent company of CITGO Petroleum Corp. (the
"Bid"), and for working capital and general corporate purposes.
The number of Common Shares to be sold will be determined in the context of the market
in conjunction with the marketing efforts and there can be no assurance as to completion
of the Offering. The closing of the Offering is expected to occur on or about July 31, 2025
(the “Offering Closing Date”) and is subject to the completion of formal documentation and
receipt of regulatory approvals, including the approval of the TSX Venture Exchange.
The Company has granted the Agent an over-allotment option exercisable, in whole or in
part, in the sole discretion of the Agent, to arrange for the purchase of up to an additional
50% of the number of Common Shares sold in the Offering at any time up to two days
prior to the Offering Closing Date, on the same terms and conditions as the Offering. If
exercised in full, the Company would raise up to US$30 million in gross proceeds from the
issuance of Common Shares.
The Common Shares will be offered on a "best efforts" private placement basis pursuant
to applicable exemptions in each of the provinces of Canada under National Instrument
45-106 – Prospectus Exemptions and in the United States on a private placement basi s
pursuant to applicable exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state
securities laws, and in such other jurisdictions as may be permitted. The Common Shares
issuable to Canadian subscribers in connection with the Offering will be subject to a
statutory hold period in Canada which will run for four months from the Offering Closing
Date of the Offering. Any Common Shares sold to investors outside of Canada will be sold
pursuant to OSC Rule 72-503.
In connection with the Offering, the Agent will receive a commission equal to 6.0% of the
gross proceeds from the sale of the Common Shares subject to certain exceptions at the
Offering Closing Date.
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS OR FOR
DISTRIBUTION TO U.S. NEWSWIRE SERVICES
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 "anticipates", "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
relating to the Bid or the Offering.
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, performanc e, or
achievements expressed or implied by those forward- looking statements, including but not
limited to: failure to obtain any necessary regulatory approvals in connection with the Offering;
the completion of the Offering and the closing thereof; that the proceeds obtained under the
Offering or will be less than expected; the failure of the Company to negotiate or enter into
any agreements required for the Offering; the discretion of the Special Master to consider the
Bid, to enter into any discussions or negotiation with respect thereto; the Bid will not be
approved by the Court as the “Final Recommend Bid” under the Bidding Procedures, and if
approved by the Court m ay not close, including as a result of not obtaining necessary
regulatory approvals, including but not limited to any necessary approvals from the U.S. Office
of Foreign Asset Control (“OFAC”), the U.S. Committee on Foreign Investment in the United
States, the U.S. Federal Trade Commission or the TSX Venture Exchange; failure of the
Company or any other party to obtain sufficient equity and/or debt financing or any required
shareholders approvals for, or satisfy other conditions to effect, any transaction resulting from
the Bid; that the Company may forfeit any cash amount deposit made due to failing to
complete the Bid or otherwise; that the making of the Bid or any transaction resulting
therefrom may involve unexpected costs, liabilities or delays; that, prior to or as a result of the
completion of any transaction contemplated by the Bid, the business of the Company may
experience significant disruptions due to transaction related uncertainty, industry conditions,
tariff wars or other factors; the ability to enforce the writ of attachment granted to the
Company; the timing set for various report s and/or other matters with respect to the Sale
Process may not be met; the ability of the Company to otherwise participate in the Sale
Process (and related costs associated therewith); the amount, if any, of proceeds associated
with the Sale Process; the competing claims of other creditors of Venezuela, PDVSA and the
Company, including any interest on such creditors’ judgements and any priority afforded
thereto; uncertainties with respect to possible settlements between Venezuela and other
creditors and the impact of any such settlements on the amount of funds that may be available
under the Sale Process; and the proceeds from the Sale Process may not be sufficient to
satisfy the amounts outstanding under the Company’s September 2014 arbitral award and/or
corresponding November 15, 2015 U.S. judgement in full; and the ramifications of bankruptcy
with respect to the Sale Process and/or the Company’s claims, including as a result of the
priority of other claims. 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, 2024 and other reports tha t 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 dis closure 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 https://www.goldreserve.bm or
contact:
Kathryn Houlden
(441) 295-4653
A.S. Cooper Building, 7th Floor, 26 Reid Street, Hamilton, HM 11, Bermuda