Gold Reserve Announces Upsizing of Previously Announced Common Share Financing to US$75 Million
Gold Reserve Announces Upsizing of Previously Announced Common Share Financing to US$75 Million
Pembroke, Bermuda – February 11, 2026 - Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold
Reserve” or the “Company”) announces it has revised the terms of its engagement letter with Cantor Fitzgerald
Canada Corporation (“CFCC” or the "Agent"), increasing the size of the previously announced private placement of
common shares of the Company (the "Common Shares") to gross proceeds of up to approximately US$75 million
(the “Offering”) at a price per Common Share of US$3.00 (the “Issue Price”).
The number of Common Shares to be sold will be determined in the context of the market in conjunction with the
m a r k e ti ng e ff o r t s a nd t he r e c a n be no a s s ur a nc e a s t o c om pl e ti o n o f t he O ff e r i ng . T he c l o s i ng o f t he O ff e r i ng is
expected to occur on or about February 26, 2026 (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. In
addition, the subsequent listing of the Common Shares to be issued in connection with the Offering remains subject
to the approval of the BSX.
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 at the Issue Price of up to an additional 25% 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 approximately US$93.75 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 Cana da 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 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 will be less than
expected; the failure of the Company to negotiate or enter into any agreements required for the Offering;
uncertainties relating to the availability and costs of financing needed in the future; other risks involved in the mineral
exploration and development industry ; risks associated with sanctions imposed by the U.S. and Canadian
governments targeting Venezuela, its agencies and instrumentalities, and its related persons (the "Sanctions") and/or
whether the Company is able to obtain (or get results from) relief from such Sanctions, if any, obtained from OFAC or
other similar regulatory bodies in Canada or elsewhere; risks associated with whether the U.S. and Canadian
government agencies that enforce the Sanctions may not issue licenses that the Company may request in the future
to engage in certain Venezuela-related transactions including timing and terms of such licenses; and risks related to
the revocation of the Company’s rights with respect to the Siembra Minera Project . 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 period
ended September 30, 2025 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 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 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:
(441) 295-4653
A.S. Cooper Building, 7th Floor, 26 Reid Street, Hamilton, HM 11, Bermuda