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GRZ.V ·

GOLD Reserve Provides Update ON Previously Announced Return of Capital Transaction

Corporate Actions

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GOLD RESERVE PROVIDES UPDATE ON PREVIOUSLY

ANNOUNCED RETURN OF CAPITAL TRANSACTION

Spokane, Washington, April 18, 2019 NR 19-04

Gold Reserve Inc. (TSXV: GRZ) (OTCQX: GDRZF) (“Gold Reserve” or the “ Company”) is providing an

update regarding its previously announced intention to return between US$90 and US$100 million in the

aggregate to holders (the “Shareholders”) of its Class A common shares (the “Class A Shares”) pursuant

to a return of capital transaction (the “Return of Capital Transaction”).

Following the Government of Canada’s decision on April 15, 2019 to impose sanctions against 43 additional

individuals under the Special Economic Measures (Venezuela) Regulations of the Special Economic

Measures Act, Gold Reserve’s board of directors (the “Board”) has determined that it is in the best interests

of the Company and its Shareholders to reduce the aggregate amount of capital to be returned to

Shareholders pursuant to the Return of Capital transaction to approximately US$75 million, or

approximately US$0.76 per Class A Share.

The imposition of the April 15, 2019 s anctions poses a significant impediment to the Company’s ability to

work with government officials related to the development of the Siembra Minera gold copper project, and

the Company’s ability to work with government officials responsible for the payment and transfer of funds

associated with the Settlement Agreement.

The Company expects to apply for a license from the US Treasury Department 's Office of Foreign Assets

Control (OFAC) to allow the Company to pursue payments under the Settlement Agreement and allow

international financial institutions to facilitate such transactions to North America at least in the near term

without violating US sanctions on Venezuela. The Company may also pursue similar relief from sanctions

imposed under Canadian law. There can be no assurance that the Company will obtain such relief or

licenses.

Receipt of Interim Order

Gold Reserve is pleased to announce that it has obtained an interim order of the Alberta Court of Queen’s

Bench (the “ Court”) authorizing, among other things, the holding of the Company’s annual general and

special meeting of Shareholders (the “Meeting“). At the Meeting, among other things, the Shareholders will

be asked to consider and vote on a special resolution (the “ Special Resolution”) approving a statutory

plan of arrangement (the “Arrangement”) whereby, subject to the terms and conditions of the Arrangement,

the Company will complete the distribution of US$75 million, or approximately US$ 0.76 per Class A Share

pursuant to the Return of Capital Transaction.

The Meeting will be held on June 13, 2019 at 9:30 a.m. at 999 W. Riverside Avenue, 7th Floor, Masthead

Suite, Spokane, Washington, USA. Meeting materials, including a notice of annual general and special

meeting and information circular, will be mailed shortly to Shareholders of record as of the close of business

on April 24, 2019. The meeting materials will also be available for review on the Company’s website at

www.goldreserveinc.com under 2019 Annual Shareholder Meeting and under the Company’s profile on

SEDAR at www.sedar.com.

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Assuming approval of the Arrangement at the Meeting, the Company will return to the Court on June 13,

2019 to seek a final order to implement the Arrangement. Assuming such final order is obtained, the

Company expects to implement the Arrangement and complete the Return of Capital Transaction on or

about June 14, 2019 (the “ Effective Date”). All registered and beneficial Shareholders as of the Effective

Date will be entitled to receive the distribution of approximately US$ 0.76 per Class A Share to be made

pursuant to the Return of Capital Transaction.

The Company’s board of directors has unanimously approve d the Arrangement and recommends

that Shareholders vote FOR the Special Resolution.

Full details of the Return of Capital Transaction will be described in the Company’s management

information circular and other related materials. Those documents are expect ed to be mailed to

Shareholders, filed with applicable Canadian securities regulatory authorities and made available without

charge on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and posted on the Company’s

website at www.goldreserveinc.com, on or about May 9, 2019.

Gold Reserve Inc. Contact

A. Douglas Belanger, President

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 including without limitation statements with respect to the completion of the Return

of Capital Transaction, the receipt of all necessary Shareholder, Court, and other regulatory approvals,

future payments under the Settlement Agreement, management and advancement of the Siembra Minera

Project, and the receipt of any applicable license to transfer funds from Venezuela to Canada through the

facilities of applicable international financial institutions. 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.

We caution that such forward-looking statements involve known and unknown risks, uncertainties and other

risks that may cause the actual outcomes, financial results, performance, or achievements of Gold Reserve

to be materially different from our estimated outcomes, future results, performance, or achievements

expressed or implied by those forward- looking statements, including without limitation the timing for the

approval and implementation of the Return of Capital Transaction, the anticipated tax treatment for

Shareholders of the Return of Capital Transaction, the risks that payments due under the Settlement

Agreement continue to be delayed, the Company may not receive future payments due under the

Settlement Agreement, the Company may not be able to repatriate payments that are received, imposition

of further sanctions by the U.S., Canada or other jurisdictions that may negatively impact the Company’s

ability to freely transfer funds from Venezuela, the ability of the Company to obtain the re quisite approvals

to transfer funds from Venezuela to Canada through the facilities of applicable international financial

institutions, or our ability to do business in Venezuela. This list is not exhaustive of the factors that may

affect any of Gold Reserve’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 and Management’s

Discussion & Analysis for the year ended December 31, 2017 which have been filed on SEDAR and are

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available under the Company’s profile at www.sedar.com and which form part of the Company’s Form 40-

F for the year ended December 31, 2017 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.