Gold Reserve Provides Update on Previously Announced Private Placement
June 27, 2024 TSX.V: GRZ
NR-24-12
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS OR FOR
DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Gold Reserve Provides Update on Previously Announced Private Placement
Toronto, Ontario – June 27, 2024 – Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “ Company”) announces today that it has been advised that Cantor Fitzgerald
Canada Corporation (“CFCC”) has been successful in its marketing efforts and has closed the
book on the Company’s previously announced private placement of Class A common shares (the
“Common Shares”), including pursuant to the over -allotment option, for anticipated gross
proceeds of up to US$ 36,000,000 at a price per Common Share of US$4 .10 (the “Share
Offering”), as previously announced in the Company’s press release dated June 25, 2024. The
Share Offering is expected to be completed pursuant to a formal agency agreement to be entered
into between the Company and CFCC, as lead agent and bookrunner.
The closing of the Share Offering is expected to occur on or about July 3 , 2024 (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 securities referred to in this news release have not been and will not be registered under the
U.S. Securities Act, or the securities laws of any state of the United States and may not be offered
or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as defined
in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and
applicable state securities laws or pursuant to an exemption from such registration requirements.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
On Behalf of the Board of Directors
Paul Rivett
Executive Vice-Chairman
Gold Reserve Inc. Contact
Jean Charles Potvin
999 W. Riverside Ave., Suite 401 Spokane, WA 99201 USA
Tel: (509) 623-1500
Fax: (509) 623-1634
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 Share
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 Share Offering; the completion
of the Share Offering and the closing thereof; that the proceeds obtained under the Share Offering
or will be less than expected; the failure of the Company to negotiate or enter into any agreements
required for the Share Offering. 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 dis closure 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.