GOLD Reserve Provides Update ON Return of Capital Transaction
GOLD RESERVE PROVIDES UPDATE ON RETURN OF CAPITAL TRANSACTION
Spokane, Washington, June 21, 2019 NR 19-07
Gold Reserve Inc. (TSXV: GRZ) (OTCQX: GDRZF) (“Gold Reserve” or the “ Company”) completed its
previously announced return of capital transaction (the “ Return of Capital Transaction ”) on June 14,
2019, by way of a court approved plan of arrangement (the “ Arrangement”). As previously announced,
the Arrangement became effective at 12:01 a.m. (Pacific time) on June 14, 2019 (the “Effective Time”).
As described in the Company’s management information circular dated April 30, 2019, following the
Effective Time, registered holders of its Class A common shares (the “ Class A Shares”) are required to
deposit certificates representing Class A Shares together with a duly completed letter of transmittal to
Computershare Trust Company of Canada (“Computershare”), the Company’s transfer agent and
depositary for the Return of Capital Transact ion, in order to receive the distribution payable pursuant to
the Return of Capital Transaction.
Non-registered holders of Class A Shares will have the distribution payable pursuant to the Return of
Capital Transaction recorded in their accounts by their i ntermediaries and should contact their
intermediaries with any questions about this process.
In its press release dated June 14, 2019 (the “ June 14 Release”), the Company inadvertently implied that
a record date for the entitlement to receive the d istribution payable pursuant to the Return of Capital
Transaction was set as of the close of business on June 13, 2019. The Company retracts such statement
in the June 14 Release.
Due to the inadvertent implication that a formal record date had been set , Gold Reserve will compensate
anyone who can satisfactorily demonstrate that they disposed of their Class A Shares between the time
of dissemination of the June 14 Release at 3:20 p.m. (Eastern time) and the close of trading on June 18,
2019, thereby disposing of their entitlement to receive the distribution payable pursuant to the Return of
Capital Transaction. Such compensation, if any, would be up to an amount equal to the distribution
payable pursuant to the Return of Capital Transaction, being US$0.76 per Class A Share. Any person
believing these circumstances apply to them must contact Gold Reserve at the address set out below no
later than July 19, 2019 in order to receive any applicable amount of compensation. Based on the limited
trading volume of the Class A Shares during the applicable period of time, the Company anticipat es that
the aggregate amount of financial exposure resulting from this matter , if any, will be non- material to the
Company.
Full details of the Return of Capital Transaction are described in the Company’s management proxy
circular and other related materials , including the letter of transmittal . Those documents are available
without charge on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and are posted on the
Company’s website at www.goldreserveinc.com.
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 cont ains “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
distribution of funds payable to Shareholders pursuant to the Return of Capital Transaction, the timing for
completion thereof, including to Shareholders who traded their Class A Shares on the basis of statements
made in the June 14 Release, and any potential financial liability of the Company for compensation to
Shareholders who may have disposed of their Class A Shares as result of statements made in the June
14 Release. 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 Gol d
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 distribution of funds payable to Shar eholders pursuant to Return of Capital Transaction,
including Shareholders who traded their Class A Shares on the basis of statements made in the June 14
Release and any amounts that may be owing to such Shareholders as compensation. 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, 2018 which
have been filed on SEDAR and are 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, 2018 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.