An anonymous director reports
GOLD RESERVE ANNOUNCES BOARD APPROVAL OF SPIN-OUT TRANSACTIONS
Gold Reserve Ltd.'s board of directors has approved the previously announced potential spinout (the American Heralds spinout) of its new United States-domiciled company, American Heralds Mining Corp. As described in the company's prior news release, it is intended that American Heralds will hold Gold Reserve's mining interests in Venezuela (including the company's continuing efforts to pursue its interest in the Siembra Minera project) and its Alaskan property.
In an effort to transform Gold Reserve into an investment holding company, the company's board of directors has also approved a potential spinout transaction of its existing United States subsidiary, Dalinar Energy Corp., whereby economic rights in the company's 2014 arbitration award and corresponding judgments would be transferred to Dalinar and shares of Dalinar would be distributed to the company's shareholders (the Dalinar spinout).
The American Heralds spinout, the Dalinar spinout and all related transactions remain subject to continuing review by the company's advisers. The spinout transactions are also subject to the receipt of all applicable approvals, including requisite shareholder approvals and regulatory approvals.
The company currently expects to file and mail a proxy and information circular regarding the spinout transactions prior to the end of the year.
We seek Safe Harbor.
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