Corporate Obligations

Summary of Corporate Obligations

The Company has approximately $58.1 million of convertible notes outstanding and contingent value rights (“CVR’s”) which entitles each holder to receive, net of certain deductions, a pro rata portion of a maximum aggregate amount of 5.468% of the proceeds received by us with respect to the Arbitral Award or disposition of the technical data related to the development of the Brisas Project. The Company also maintains 1) a Bonus Pool Plan; 2) the Gold Reserve Director and Employee Retention Plan and 3) Change of Control Agreements with each of the named executive officers.

Subject to applicable regulatory requirements regarding capital and reserves for operating expenses, accounts payable and income taxes, and any obligations arising as a result of the collection of the ICSID Award including payments pursuant to the terms of the convertible notes (if not otherwise converted), Interest Notes, CVR’s, Bonus Plan and Retention Plan or undertakings made to a court of law, our current plans are to distribute to our shareholders, in the most cost efficient manner, a substantial majority of any net proceeds.