GOLD RESV LTD BERMUDA - GDRZF STOCK NEWS

Gold Reserve (TSX.V: GRZ) (OTCQX: GDRZF) has announced its decision to deregister its Class A common shares from SEC reporting requirements effective January 1, 2025. The company filed a Form 15 with the SEC on January 30, 2025, to suspend its US securities reporting obligations, which would have included annual 10K, quarterly 10Q, and current 8K reports.

Despite this change, the company's Class A common shares will maintain their listings on both the TSX Venture Exchange and the OTCQX® Best Market. Gold Reserve will continue to fulfill its disclosure obligations under Canadian securities laws through SEDAR+.

Gold Reserve (GDRZF) held its annual general meeting on December 12, 2024, where shareholders elected seven directors to the board and approved several key resolutions. The meeting authorized the board to appoint up to three additional directors and increased the maximum number of common shares issuable under the 2012 Equity Incentive Plan from 9,939,500 to 14,932,307. Shareholders also ratified a grant of 2.5 million conditional stock options at US$7.00 to Paul Rivett and appointed CBIZ CPAs P.C. as independent auditors.

Following the meeting, the company appointed two additional Bermuda-resident directors and granted 145,000 stock options each to three directors at an exercise price of US$1.63 per share, totaling 435,000 options with a ten-year term.

Gold Reserve has received a proposal letter from the Canada Revenue Agency (CRA) indicating potential tax reassessment for years 2014-2018. The reassessment relates to the 2014 arbitral award of US$740.3 million and US$240 million mining data sales proceeds. The maximum potential income inclusions include these amounts plus Cdn$50.1 million and Cdn$163.2 million in shareholder benefits for 2017 and 2018 respectively. The company has until January 31, 2025, to respond. If reassessed, Gold Reserve must pay 50% of assessed tax liability and interest, which could significantly impact its financial position and going concern status. Resolution could take 2-4 years.

Gold Reserve (TSX.V: GRZ) (OTCQX: GDRZF) has announced the appointment of Paul Rivett as the new Chief Executive Officer, effective immediately. Rivett will continue to serve as a Director and Executive Vice-Chairman of the board. Chairman Robert Cohen expressed confidence in Rivett's decades of management and entrepreneurial experience, stating it will enable him to implement dynamic strategies to enhance shareholder value.

The appointment follows the company's successful continuance into Bermuda. As part of his appointment, Rivett has been granted 1,000,000 stock options to purchase up to 1,000,000 common shares. The options will vest 50% on the date of grant and 50% six months later, with an exercise price of US$2.35 per share and a maximum term of five years.

Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) provides an update on the sale and bidding process for PDV Holdings, Inc. (PDVH), the indirect parent of CITGO Petroleum Corp. On October 1, 2024, the Delaware Court held a hearing on the Sale Process, where multiple parties objected to the bid for PDVH shares. The Special Master stated the bid was non-binding.

Key court orders issued on October 2, 2024 include:

• Cancellation of the November 19, 2024 Sale Hearing
• Requirement for a joint status report by October 18, 2024
• Further submissions on the Special Master's motion to enjoin alter ego claimants
• Denial of Venezuela and PDVSA's motion for a 4-month pause

Paul Rivett, Executive Vice Chair, welcomed the court's rulings and stated that Gold Reserve continues to consider all options regarding the Sale Process.

Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) has announced the completion of its continuance from Alberta to Bermuda on September 30, 2024. This process, approved by shareholders on September 16 and the Court of King's Bench of Alberta on September 17, 2024, includes a name change to Gold Reserve . The company's common shares have been assigned a new CUSIP number (G4R86G107) and ISIN (BMG4R86G1074). Trading under the new name and CUSIP on the TSX Venture Exchange is expected to begin around October 7, 2024. The continuance was executed through a plan of arrangement under Section 193 of the Business Corporations Act (Alberta).

Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) provided an update on the sale process for PDVH shares, the indirect parent of CITGO Petroleum Corp. The Special Master has selected Amber Energy Inc., an affiliate of Elliott Investment Management L.P., as the Successful Bidder. The proposed purchase price is equivalent to a total CITGO enterprise value of up to US$7.286 billion, subject to adjustments.

Key points:

• Cash consideration will be placed in escrow accounts
• Release of escrowed proceeds subject to resolution of Ascertained Alter Ego Claims and CITGO Holding Pledge
• Buyer may terminate if the court denies the Alter Ego Motion
• 45-day Topping Period to consider alternative proposals after Final Recommendation

Gold Reserve's Executive Vice Chair, Paul Rivett, stated it's unclear what, if any, monies the company would receive under the proposed agreement, with significant risk of no recovery.

Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) provided an update on the sales and bidding process for PDVH shares, the indirect parent of CITGO Petroleum Corp. Key points include:

1. Venezuela and PDVSA filed a motion for a four-month stay of the Sale Process, potentially extending the deadline to January 2025.

2. The Special Master is engaged in negotiations with an unidentified bidder since July 31, 2024.

3. Gold Reserve is not the bidder in these negotiations and is no longer part of the bidding process.

4. The company expressed concern over the numerous extensions and lack of transparency in the process.

5. A hearing on the stay motion is scheduled for October 1, 2024.

Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) announced that shareholders approved a special resolution for the company's proposed continuance from Alberta to Bermuda at a special meeting on September 16, 2024. The resolution was approved by 96.34% of votes cast. The continuance will be effected through a plan of arrangement under Alberta's Business Corporations Act. Gold Reserve is scheduled to seek a final order from the Court of King's Bench of Alberta on September 17, 2024, to implement the arrangement. The completion of the arrangement is subject to obtaining the final order and other required approvals. The company will provide further updates when the continuance is completed.