GRZ.V · 2026-02-27 12:00:00

Gold Reserve Closes Strategic US$75 Million Financing

Financings

Pembroke, Bermuda – February 27, 2026 – Gold Reserve Ltd. (“Gold Reserve” or the

“Company”) (TSX-V: GRZ, BSX: GRZ.BH, OTCQX: GDRZF) is pleased to announce the

successful closing of its US$75 million private placement ﬁnancing (the “Financing”) with a

group of primarily strategic investors. The Company issued a total of 24,999,999 common

shares (“Common Shares”) at a price of US$3.00 per share.

The Financing includes participation from several highly experienced, strategic investors

that we expect will be a valuable resource to Gold Reserve as it works to return to

Venezuela as soon as it is legally permitted. Gold Reserve believes this strong strategic

investor participation underscores the conﬁdence in the Company’s strategic direction and

both its near-term and long-term objectives to pursue a return to Venezuela and mining

operations.

The Financing was signiﬁcantly oversubscribed; however, after constructive and

substantial discussion with the Company’s existing signiﬁcant shareholders, Management

elected not to pursue the over-allotment option in order to limit equity dilution at this early

stage of its development and potential return to Venezuela.

In connection with the Financing, Gold Reserve will pay Cantor Fitzgerald Canada

Corporation a cash commission totalling approximately US$3.0 million.

Common Shares sold to investors in Canada will be restricted from trading until June 27,

2026. Common Shares sold to investors outside of Canada were sold pursuant to OSC

Rule 72-503 and subject to compliance with applicable securities laws, will be free from

resale restrictions under applicable Canadian securities laws, provided that the trade is

not a “control distribution” (as deﬁned in National Instrument 45- 102 – Resale of

Securities).

Use of Proceeds

Net proceeds from the Financing will be used primarily for working capital purposes and to

accelerate the Company’s initiative to return to Venezuela, as soon as legally permitted,

and to eventually resume on-site activities, likely in collaboration with a future joint venture

partner. Importantly, once a return to Venezuela and the mine site is secured, the proceeds

will support the advancement of the Company’s existing technical foundation, including

efforts to upgrade the 2018 NI 43-101 Preliminary Economic Assessment (PEA) for the

Siembra Minera joint venture. The Company intends to employ modern drilling and mining

techniques to convert previously inferred resources into measured and indicated

classiﬁcations and further demonstrate the quality and scale of the established gold, silver

and critical minerals, particularly copper, as well as to support further evidence of rare

earth ore bodies.

Management Commentary

Paul Rivett, Vice-Chair of Gold Reserve, commented:

“We are extremely pleased with the strong investor support, both from our existing major

shareholders as well as our new strategic investors, and their endorsement and support for

our potential return to Venezuela. While the offering was substantially oversubscribed, our

decision not to exercise the over-allotment reﬂects our commitment to prudent long-term

capital management, including a speciﬁc focus on maintaining shareholder value on a per

share basis. This $75 million ﬁnancing positions Gold Reserve to return to Venezuela with

ﬁnancial strength and strategic investor support, enhancing our ability to re-engage in the

country and to advance critical technical work. ”

Investor Commentary

Kyle Pickens, Partner at Thermo Companies, commented:

“Thermo is eager to invest in Gold Reserve’s strategic capital raise. We look for asymmetric

investment opportunities alongside trustworthy partners where we can invest our time and

capital resources to improve the probability of successful outcomes. As a US-based

impact investing group, we believe the opportunity with Gold Reserve and its management

offers a win-win-win for Venezuela, the United States and the Company’s investors. ”

The Financing also includes participation from three insiders of the Company that acquired

a total of 5,749,999 Common Shares for gross proceeds of US$17,249,997. Such

participation will each be considered a “related party transaction” within the meaning of

Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special

Transactions (“MI 61-101”). The related party transactions are exempt from the valuation

and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions

contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the

consideration for the securities of the Company to be issued to the related parties does not

exceed 25% of its market capitalization.

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 "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, performance, 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; 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 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 https://www.goldreserve.bm or

contact:

Dave Onzay

Email: [email protected]

Phone: +1 (441) 295-4653

← Back to feed