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Gold Reserve Announces up to US$20.0 Million Brokered Private Placement of Common Shares

PEMBROKE, Bermuda--(BUSINESS WIRE)-- Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (鈥淕old Reserve鈥� or the 鈥淐ompany鈥�) announces it has entered into an engagement letter with Cantor Fitzgerald Canada Corporation (鈥淐FCC鈥� or the 鈥淎gent鈥�), to undertake a private placement of Class A common shares of the Company (the 鈥淐ommon Shares鈥�) for anticipated gross proceeds of up to US$20.0 million at a price per Common Share of US$3.10 (the 鈥淥ffering鈥�).

Net proceeds from the Offering are expected to be used for expenditures related to the Company's previously announced credit bid submitted for the common shares of PDV Holdings, Inc. (鈥淧DVH鈥�), the indirect parent company of CITGO Petroleum Corp. (the 鈥淏id鈥�), and for working capital and general corporate purposes.

The number of Common Shares to be sold will be determined in the context of the market in conjunction with the marketing efforts and there can be no assurance as to completion of the Offering. The closing of the Offering is expected to occur on or about July 31, 2025 (the 鈥淥ffering Closing Date鈥�) and is subject to the completion of formal documentation and receipt of regulatory approvals, including the approval of the TSX Venture Exchange.

The Company has granted the Agent an over-allotment option exercisable, in whole or in part, in the sole discretion of the Agent, to arrange for the purchase of up to an additional 50% of the number of Common Shares sold in the Offering at any time up to two days prior to the Offering Closing Date, on the same terms and conditions as the Offering. If exercised in full, the Company would raise up to US$30 million in gross proceeds from the issuance of Common Shares.

The Common Shares will be offered on a 鈥渂est efforts鈥� private placement basis pursuant to applicable exemptions in each of the provinces of Canada under National Instrument 45-106 鈥� Prospectus Exemptions and in the United States on a private placement basis pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the 鈥淯.S. Securities Act鈥�) and applicable state securities laws, and in such other jurisdictions as may be permitted. The Common Shares issuable to Canadian subscribers in connection with the Offering will be subject to a statutory hold period in Canada which will run for four months from the Offering Closing Date of the Offering. Any Common Shares sold to investors outside of Canada will be sold pursuant to OSC Rule 72-503.

In connection with the Offering, the Agent will receive a commission equal to 6.0% of the gross proceeds from the sale of the Common Shares subject to certain exceptions at the Offering Closing Date.

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 鈥渇orward-looking statements鈥� within the meaning of applicable U.S. federal securities laws and 鈥渇orward-looking information鈥� within the meaning of applicable Canadian provincial and territorial securities laws and state Gold Reserve鈥檚 and its management鈥檚 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 Bid or the 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 Offering; the completion of the Offering and the closing thereof; that the proceeds obtained under the Offering or will be less than expected; the failure of the Company to negotiate or enter into any agreements required for the Offering; the discretion of the Special Master to consider the Bid, to enter into any discussions or negotiation with respect thereto; the Bid will not be approved by the Court as the 鈥淔inal Recommend Bid鈥� under the Bidding Procedures, and if approved by the Court may not close, including as a result of not obtaining necessary regulatory approvals, including but not limited to any necessary approvals from the U.S. Office of Foreign Asset Control (鈥淥FAC鈥�), the U.S. Committee on Foreign Investment in the United States, the U.S. Federal Trade Commission or the TSX Venture Exchange; failure of the Company or any other party to obtain sufficient equity and/or debt financing or any required shareholders approvals for, or satisfy other conditions to effect, any transaction resulting from the Bid; that the Company may forfeit any cash amount deposit made due to failing to complete the Bid or otherwise; that the making of the Bid or any transaction resulting therefrom may involve unexpected costs, liabilities or delays; that, prior to or as a result of the completion of any transaction contemplated by the Bid, the business of the Company may experience significant disruptions due to transaction related uncertainty, industry conditions, tariff wars or other factors; the ability to enforce the writ of attachment granted to the Company; the timing set for various reports and/or other matters with respect to the Sale Process may not be met; the ability of the Company to otherwise participate in the Sale Process (and related costs associated therewith); the amount, if any, of proceeds associated with the Sale Process; the competing claims of other creditors of Venezuela, PDVSA and the Company, including any interest on such creditors鈥� judgements and any priority afforded thereto; uncertainties with respect to possible settlements between Venezuela and other creditors and the impact of any such settlements on the amount of funds that may be available under the Sale Process; and the proceeds from the Sale Process may not be sufficient to satisfy the amounts outstanding under the Company鈥檚 September 2014 arbitral award and/or corresponding November 15, 2015 U.S. judgement in full; and the ramifications of bankruptcy with respect to the Sale Process and/or the Company鈥檚 claims, including as a result of the priority of other claims. This list is not exhaustive of the factors that may affect any of the Company鈥檚 forward-looking statements. For a more detailed discussion of the risk factors affecting the Company鈥檚 business, see the Company鈥檚 Management鈥檚 Discussion & Analysis for the year ended December 31, 2024 and other reports that have been filed on SEDAR+ and are available under the Company鈥檚 profile at .

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 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.

For further information regarding Gold Reserve Ltd., visit or contact:

View source version on businesswire.com:

Kathryn Houlden

(441) 295-4653

A.S. Cooper Building, 7th Floor, 26 Reid Street, Hamilton, HM 11, Bermuda

[email protected]

Source: Gold Reserve Ltd.