Gold Reserve, Inc.

Introduction

Gold Reserve Inc. (the “Company”) has a history in mining dating back to 1956 and was originally formed for the purpose of acquiring, exploring, and developing mining properties and placing them into production. The Company is incorporated under the laws of the Province of Alberta, Canada and is listed on the TSX Venture Exchange and the OTCQX Markets Exchange.

In 1992, the Company acquired and began developing what is now known as the Brisas gold and copper project, located in the historic Km 88 mining district of the State of Bolivar in southeastern Venezuela (the “Brisas Project”). From 1992 to 2009, the Company invested close to US $300 million in acquisition, land exploration, development, equipment, and engineering costs.

In April 2008, the Bolivarian Republic of Venezuela (“Venezuela”) revoked the previous authorization to proceed with construction of the Brisas Project. As a result, in October 2009 the Company filed a Request for Arbitration under the Additional Facility Rules of the International Centre for Settlement of Investment Disputes (“ICSID”) of the World Bank, in Washington D.C., against Venezuela seeking compensation for the losses caused to the Company by Venezuela’s violations of the Agreement between the Government of Canada and the Government of the Republic of Venezuela for the Promotion and Protection of Investments (“Canada-Venezuela Treaty”) in regard to the Company and its investments in Venezuela.

In September 2014, the ICSID Tribunal awarded to the Company an Arbitral Award (the “Award”) totaling (i) $713 million in damages, plus (ii) pre-award interest from April 2008 through the date of the Award based on the U.S. Government Treasury Bill Rate, compounded annually totaling, as of the date of the Award, approximately $22.3 million and (iii) $5 million for legal costs and expenses, for a total of $740.3 million. The Award (less legal costs and expenses) accrues post-award interest at a rate of LIBOR plus 2%, compounded annually.

In June 2017, we signed a settlement agreement (as amended) with Venezuela which contemplated payment of the Award (including interest) and the purchase of our Mining Data by Venezuela (the “Settlement Agreement”). Under the terms of the Agreement, Venezuela agreed to pay the Company $792 million to satisfy the Award and $240 million for the Mining Data for a total of approximately $1.032 billion. In addition, Venezuela irrevocably waived its right to pursue any further annulment proceedings associated with the Company’s enforcement of the Award.

In August 2016, we executed an agreement with the government of Venezuela to form a jointly owned company and in October 2016, together with an affiliate of the government of Venezuela, we established Empresa Mixta Ecosocialista Siembra Minera, S.A. (“Siembra Minera”), the entity whose purpose is to develop the Siembra Minera Project. Siembra Minera holds certain gold, copper, silver and other strategic mineral rights within Bolivar State (having a term of 20 years with two 10 year extensions) which is comprised of approximately 18,950 hectares in an area located in the Km 88 gold mining district of southeast Bolivar State which includes the Brisas and Cristinas areas. The entity is beneficially owned 55% by Corporacion Venezolana de Mineria, S.A., a Venezuelan government corporation and 45% by Gold Reserve and, in the event the settlement payments are not made by Venezuela, the parties will retain their respective interest in Siembra Minera

Management’s recent activities have included:

SETTLEMENT AGREEMENT

  • As of August 31, 2018 Venezuela had deposited approximately $187.5 million to the Trust Account. Of this amount, approximately $150.2 million has been transferred to the Company’s bank account outside of Venezuela with the balance of approximately $37.3 million remaining in the Trust Account. Also in August 2018, the Company received Venezuelan government bonds, which are exempt from U.S. Sanctions pursuant to Department of Treasury General License No. 3 issued by the Office of Foreign Asset Control (“OFAC”), with a market value of approximately $88.5 million as payment of the December 2017 and January and February 2018 monthly installments due under the Settlement Agreement. The monthly payments pursuant to the Settlement Agreement from March through August 2018 totaling approximately $177 million remain unpaid.

MIXED COMPANY- Empresa Mixta Ecosocialista Siembra Minera, S.A. (“Siembra Minera”)

  • The Company, on behalf of Siembra Minera completed and published the Siembra Minera Technical Report with respect to the PEA as discussed above. In addition, preliminary design and cost estimates and related tailings dam facilities for the small plant and large plant were compiled along with an initial framework for an early works program. Preparation of a Venezuela Environment Impact Statement (“VEIS”) and International Environmental and Social Impact Assessment (“IESIA”) have also commenced. The Company is currently transporting a large sample of the surface saprolite material to the United States for metallurgical testing which will aid in the final engineering design of the Early Works Project;
  • In May 2018, Siembra Minera obtained the Permit to Effect for the Siembra Minera Project from the Venezuelan Ministry of the Environment and later participated in an inauguration ceremony which included the officials from the Ministry of the Environment, the Minister of Mines, the Bolivar State Governor and other high government officials to mark the formal commencement of activities on the Siembra Minera Project now that the Environmental Permit to Effect has been issued. Siembra Minera is currently awaiting the issuance of the Initiation Act authorizing it to proceed with work on the Project;
  • The Company, on behalf of Siembra Minera, has also launched a number of social programs to improve the health care in the Siembra Minera Project area including addressing the malaria problem with medicine and preventive measures and recently engaged an independent contractor to rehabilitate and upgrade various health care facilities, schools, sports courts and parks located in the Project vicinity and to generate engineering assessments for future upgrades to the local communities’ water supply and sewage system infrastructure.

CONVERTIBLE NOTES AND INTEREST NOTES

  • In the third and fourth quarter of 2017, the Company settled all of its outstanding 11% Senior Secured Convertible Notes due December 31, 2018 and Interest Notes (approximately $59.1 million face value) and all of its 5.5% Senior Subordinated Convertible Notes due June 15, 2022 (approximately $1.0 million face value) for cash and Class A common shares.

News & Events

Gold Reserve Provides Update (17-2)

Gold Reserve Enters into Amendment to Settlement Agreement with Venezuela, Establishes Mixed Company to Develop Brisas-Cristinas Project (16-14)

Bolivarian Republic of Venezuela Agrees to Pay Gold Reserve Arbitral Award and Acquire Mining Data and Executes an Agreement to Jointly Develop the Brisas Cristinas Gold Copper Mining Project (16-13)

Gold Reserve Enters Into Memorandum of Understanding with the Government of Venezuela to Settle Gold Reserve’s Arbitration Award and Jointly Develop the Brisas and Las Cristinas Projects (16-04)

Gold Reserve Completes Issuance of US $12.3 Million of New Convertible Notes and Modifies Terms of Existing US $44 Million of Convertible Notes and Related Interest Notes (15-14)

US District Court for the District of Columbia Enters Judgement Against Venezuela in Excess of $760 Million; Denies Motion to Stay Enforcement (15-13)