GOLD Reserve Inc. Closes US$36M Private Placement
July 3, 2024 TSX.V: GRZ
NR-24-13
GOLD RESERVE INC. CLOSES US$36M PRIVATE PLACEMENT
TORONTO—July 3 , 2024 – Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold Reserve ” or the
“Company”) is pleased to announce the closing of its previously announced best efforts private placement
of 8,780,488 Class A common shares of the Company (the “Common Shares”) at a price of US$ 4.10 per
Common Share for gross proceeds of approximately US$36,000,000.00 (the “Offering”) with Cantor
Fitzgerald Canada Corporation (“CFCC”) as sole agent and bookrunner. Following the Offering, there are
a total of 112,799,914 Common Shares issued and outstanding.
In connection with the Offering, the Company has paid CFCC a cash commission totalling US$1,047,465.05.
Net proceeds from the Offering are expected to be used for expenditures related to the Company’s
previously announced credit bid (the " Bid") submitted for the common shares of PDV Holdings, Inc.
("PDVH"), the indirect parent company of CITGO Petroleum Corp. ("Citgo"), 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).
The Offering remains subject to the final acceptance of the TSXV.
ON BEHALF OF THE BOARD OF DIRECTORS
Paul Rivett
Executive Vice-Chairman
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 and the Potential Transaction.
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; risks associated with the Bid submitted by the Company for the
common shares of PDVH, the indirect parent company of Citgo pursuant to the bidding procedures (the
“Bidding Procedures”) managed by the Special Master (the “Special Master”) appointed by the U.S. District
Court for the District of Delaware (the “Delaware Court”) in connection with the sale of PDVH common
shares (the “Sale Process”), including but not limited to: the discretion of the Special Master to consider
the Bid, to enter into any discussions or negotiation with respect thereto and that the Special Master may
reject the Bid; the failure of the Company to negotiate the Bid, including as a result of failing to obtain
sufficient equity and/or debt financing; that the Bid submitted by the Company will not be selected as a
“Successful Bid” under the Bidding Procedures, and if selected may not close, including as a result of U.S.
Department of Treasury Office of Foreign Assets Control (“OFAC”), or any other applicable regulatory body,
not granting an authorization in connection with any potential sale of PDVH shares and/or whether OFAC
changes its decision or guidance regarding the Sale Process; failure of the Company or any other party to
obtain any required 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 or other factors; the ability to enforce the writ of attachment granted to
the Company; the timing set for various reports 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 certain creditors, the “Other Creditors” (as detailed in the applicable court documents filed with
the Delaware Court) of the Bolivarian Republic of Venezuela (“Venezuela”) and/or any of it s agencies or
instrumentalities of Venezuela and the Company, including any interest on such creditors’ judgements and
any priority afforded thereto; uncertainties with respect to possible settlements between Venezuela,
PDVSA, and/or any of their agencies or instrumentalities, 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 Annual Information Form on Form 40 -F and Management’s Discussion &
Analysis for the year ended December 31, 2023, the Company’s Management’s Discussion & Analysis for
the period ended March 31, 2024 and other reports that have been filed on SEDAR+ and are available
under the Company’s profile at www.sedarplus.ca and which have been filed on EDGAR and are available
under the Company’s profile at www.sec.gov/edgar.
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 the Securities and Exchange Commission and 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 Inc., please contact:
Jean Charles Potvin
999 W. Riverside Ave., Suite 401 Spokane, WA 99201 USA
Tel: (509) 623-1500
Fax: (509) 623-1634