Mr. Paul Rivett reports

GOLD RESERVE CLOSES STRATEGIC US$75 MILLION FINANCING

Gold Reserve Ltd. has closed its $75-million (U.S.) private placement financing with a group of primarily strategic investors. The company issued a total of 24,999,999 common shares at a price of $3 (U.S.) per share.

The financing includes participation from several highly experienced, strategic investors that we expect will be a valuable resource to Gold Reserve as it works to return to Venezuela as soon as it is legally permitted. Gold Reserve believes this strong strategic investor participation underscores the confidence in the company's strategic direction and both its near-term and long-term objectives to pursue a return to Venezuela and mining operations.

The financing was significantly oversubscribed; however, after constructive and substantial discussion with the company's existing significant shareholders, management elected not to pursue the overallotment option in order to limit equity dilution at this early stage of its development and potential return to Venezuela.

In connection with the financing, Gold Reserve will pay Cantor Fitzgerald Canada Corp. a cash commission totalling approximately $3-million (U.S.).

Common shares sold to investors in Canada will be restricted from trading until June 27, 2026. Common shares sold to investors outside of Canada were sold pursuant to OSC Rule 72-503 and, subject to compliance with applicable securities laws, will be free from resale restrictions under applicable Canadian securities laws, provided that the trade is not a control distribution (as defined in National Instrument 45-102, Resale of Securities).

Use of proceeds

Net proceeds from the financing will be used primarily for working capital purposes and to accelerate the company's initiative to return to Venezuela, as soon as legally permitted, and to eventually resume on-site activities, likely in collaboration with a future joint venture partner. Importantly, once a return to Venezuela and the mine site are secured, the proceeds will support the advancement of the company's existing technical foundation, including efforts to upgrade the 2018 National Instrument 43-101 preliminary economic assessment (PEA) for the Siembra Minera joint venture. The company intends to employ modern drilling and mining techniques to convert previously inferred resources into measured and indicated classifications and further demonstrate the quality and scale of the established gold, silver and critical minerals, particularly copper, as well as to support further evidence of rare earth orebodies.

Management commentary

Paul Rivett, vice-chair of Gold Reserve, commented: "We are extremely pleased with the strong investor support, both from our existing major shareholders as well as our new strategic investors and their endorsement and support for our potential return to Venezuela. While the offering was substantially oversubscribed, our decision not to exercise the overallotment reflects our commitment to prudent long-term capital management, including a specific focus on maintaining shareholder value on a per-share basis. This $75-million [U.S.] financing positions Gold Reserve to return to Venezuela with financial strength and strategic investor support, enhancing our ability to re-engage in the country and to advance critical technical work."

Investor commentary

Kyle Pickens, partner at Thermo Companies, commented: "Thermo is eager to invest in Gold Reserve's strategic capital raise. We look for asymmetric investment opportunities alongside trustworthy partners where we can invest our time and capital resources to improve the probability of successful outcomes. As a U.S.-based impact investing group, we believe the opportunity with Gold Reserve and its management offers a win-win-win for Venezuela, the United States and the company's investors."

The financing also includes participation from three insiders of the company that acquired a total of 5,749,999 common shares for gross proceeds of $17,249,997 (U.S.). Such participation will each be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, The related party transactions are exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the company to be issued to the related parties does not exceed 25 per cent of its market capitalization.

About Gold Reserve Ltd.

Gold Reserve is a primarily U.S.-owned mineral exploration and development company focused on advancing high-quality mineral assets with the objective of creating sustainable long-term value for shareholders. The company is listed on the TSX Venture Exchange (symbol: GRZ) and the Bermuda Stock Exchange (symbol: GRZ.BH) and trades in the United States on the OTCQX (symbol: GDRZF).

We seek Safe Harbor.