Cantor Fitzgerald Canada Agents $15MM Private Placement for Gold Reserve

Gold Reserve closed its previously announced best efforts private placement of 4,285,715 Class A common shares of the company at a price of $3.50 per common share for gross proceeds of approximately $15 million with Cantor Fitzgerald Canada as sole agent and bookrunner. Following the offering, there are a total of 103,954,426 common shares issued and outstanding._x000D_
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The company continues to evaluate and consider engaging in a potential transaction in relation to the sale of the common shares of PDV Holdings, the indirect parent company of CITGO Petroleum. The potential transaction may include the company submitting a bid, either solely or jointly with certain undetermined parties, pursuant to the sales and bidding procedures managed by the Special Master of the U.S. District Court for the District of Delaware._x000D_
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In connection with the offering, the company has paid CFCC a cash commission totaling approximately $400,000. The net proceeds from the offering will be used to fund certain expenses in connection with the potential transaction, including a potential cash deposit required for a potential bid submitted pursuant to the bidding procedures; however, there can be no assurance that a potential bid will be submitted or that the potential transaction will be consummated. In the event that (i) a potential bid is not submitted, or (ii) a potential bid is submitted but the potential transaction is not consummated, the net proceeds of the offering may also be used for working capital and general corporate purposes._x000D_
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Any common shares sold to investors outside of Canada were sold pursuant to OSC Rule 72-503 and subject to compliance with applicable securities laws, will be free from resale restrictions under applicable Canadian securities laws, provided that the trade is not a “control distribution” (as defined in National Instrument 45-102 – Resale of Securities)._x000D_
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The offering remains subject to the final acceptance of the TSXV.