TORONTO, May 29, 2024--(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.