GOLD Reserve Closes US$30M Private Placement
GOLD RESERVE CLOSES US$30M PRIVATE PLACEMENT
Pembroke, Bermuda – July 30, 2025 – Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX:
GDRZF) (“Gold Reserve” or the “Company”) is pleased to announce the closing of
its previously announced best efforts private placement of common shares of the
Company (the “Common Shares”) at a price of US$3.10 per Common Share,
including the full exercise of the over -allotment option, of 9,677,500 Common
Shares for gross proceeds of approximately US$30,000,250.00 (the “Offering”) with
Cantor Fitzgerald Canada Corporation (“CFCC”) as sole agent and bookrunner.
Following the Offering, there are a total of 122,714,914 Common Shares issued
and outstanding.
In connection with the Offering, the Company has paid CFCC a cash commission
totaling US$1,215,045.00. 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.
Any 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).
A copy of the agency agreement in respect of the Offering will be filed on the
Company’s profile at www.sedarplus.com.
Two insiders of the Company acquired a total of 3,774,000 Common Shares for
gross proceeds of US$11,699,400. 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.
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,
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; 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 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 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