Gold Reserve Provides Update on Previously Announced Best Efforts Private Placement

Rhea-AI Summary

Gold Reserve announced the successful marketing and book closure of its best efforts private placement of Class A common shares. The placement, including the over-allotment option, aims to raise up to $15 million at $3.50 per share. Cantor Fitzgerald Canada acted as the lead agent and bookrunner. The formal closing of the offering is expected around June 7, 2024, pending required regulatory approvals. The securities are not registered under U.S. securities laws and cannot be sold within the U.S. This announcement follows a previous press release from May 27, 2024.

Positive

• Successful marketing and closed book for the private placement.
• Potential gross proceeds of up to $15 million.
• Price per common share set at $3.50.
• Cantor Fitzgerald Canada as lead agent and bookrunner.
• Expected closing date around June 7, 2024.
• Potential increase in company funds for future projects and operations.

Negative

• Subject to completion of formal documentation and regulatory approvals.
• Securities not registered under U.S. laws, limiting market reach.
• Potential dilution of existing shareholders' equity.

TORONTO--(BUSINESS WIRE)-- Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announced 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 best efforts 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$15,000,000 at a price per Common Share of US$3.50 (the “Share Offering”), as previously announced in the Company’s press release dated May 27, 2024. The Share Offering is expected to be completed on a best efforts basis 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 June 7, 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

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

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, 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 Share Offering; the completion of the Share Offering and the closing thereof; or that the proceeds obtained under the Share Offering 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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240529205261/en/

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

Source: Gold Reserve Inc.

FAQ

What is the expected gross proceeds of Gold Reserve's private placement?

The expected gross proceeds are up to $15 million.

At what price is Gold Reserve offering its common shares in the private placement?

The common shares are priced at $3.50 each.

When is the expected closing date for Gold Reserve's share offering?

The expected closing date is around June 7, 2024.

Which company acted as the lead agent and bookrunner for Gold Reserve's private placement?

Cantor Fitzgerald Canada acted as the lead agent and bookrunner.

Is Gold Reserve's private placement registered under U.S. securities laws?

No, the securities are not registered under U.S. securities laws and cannot be offered or sold within the United States.