Mr. A. Douglas Belanger reports

GOLD RESERVE PLANS TO ISSUE UP TO US $12.3-MILLION OF NEW CONVERTIBLE NOTES AND EXTEND MATURITY DATE OF US $44-MILLION OF EXISTING NOTES

Gold Reserve Inc. has agreed in principle with its largest noteholders representing 88 per cent of its currently outstanding convertible notes to issue up to $12.3-million (U.S.) of new convertible notes due Dec. 31, 2018, and modify, amend and extend the maturity date of its $44-million (U.S.) outstanding principal and accrued interest amount of previously modified notes from Dec. 31, 2015, to Dec. 31, 2018. The terms are binding subject to TSX Venture Exchange approval and negotiation and entry into definitive documents. The company will issue the $12.3-million (U.S.) new notes with an original issue discount of 2.5 per cent of the principal amount and will also issue new notes representing 2.5 per cent of the principal and interest amount to the current holders of the modified notes being extended as a restructuring fee.

The new notes and the modified notes (as amended from the date of closing) will bear interest at a rate of 11 per cent per year, which interest will be paid in kind quarterly and will accrue and be payable in cash at maturity. The notes will be convertible, at the option of the holder, into 333.33 Class A common shares per $1,000 (U.S.) (equivalent to a conversion price of $3 (U.S.) per common share, an 11-per-cent premium to the current price) at any time upon prior written notice to the company.

The notes will be senior obligations of the company, secured by all assets of the company and subject to certain other terms, including restrictions regarding the pledging of assets and incurrence of certain capital expenditures or additional indebtedness without consent of noteholders; and participation rights in future equity or debt financing. The transaction is expected to be completed in September, 2015.

Doug Belanger, president, stated: "We appreciate the continued support of our shareholders and noteholders during the arbitration and now the collection process. Extending the maturity of the notes and raising additional funds will allow the company to aggressively pursue the collection process through to its full conclusion."

We seek Safe Harbor.