An anonymous director reports

GOLD RESERVE ANNOUNCES UPSIZING OF PREVIOUSLY ANNOUNCED COMMON SHARE FINANCING TO US$75 MILLION

Gold Reserve Ltd. has revised the terms of its engagement letter with Cantor Fitzgerald Canada Corp. (CFCC), increasing the size of the previously announced private placement of common shares of the company to gross proceeds of up to approximately $75-million (U.S.) at a price per common share of $3 (U.S.).

The number of common shares to be sold will be determined in the context of the market in conjunction with the marketing efforts and there can be no assurance as to completion of the offering. The closing of the offering is expected to occur on or about Feb. 26, 2026, and is subject to the completion of formal documentation and receipt of regulatory approvals, including the approval of the TSX Venture Exchange. In addition, the subsequent listing of the common shares to be issued in connection with the offering remains subject to the approval of the BSX.

The company has granted the agent an overallotment option, exercisable, in whole or in part, in the sole discretion of the agent, to arrange for the purchase at the issue price of up to an additional 25 per cent of the number of common shares sold in the offering at any time up to two days prior to the offering closing date, on the same terms and conditions as the offering. If exercised in full, the company would raise up to approximately $93.75-million (U.S.) in gross proceeds from the issuance of common shares.

The common shares will be offered on a best-efforts private placement basis pursuant to applicable exemptions in each of the provinces of Canada under National Instrument 45-106, Prospectus Exemptions and in the United States on a private placement basis, pursuant to applicable exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable state securities laws, and in such other jurisdictions as may be permitted. The common shares issuable to Canadian subscribers in connection with the offering will be subject to a statutory hold period in Canada, which will run for four months from the closing date of the offering. Any common shares sold to investors outside of Canada will be sold pursuant to Ontario Securities Commission Rule 72-503.

In connection with the offering, the agent will receive a commission equal to 6.0 per cent of the gross proceeds from the sale of the common shares, subject to certain exceptions at the offering closing date.

We seek Safe Harbor.