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PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold Reserve” or the “Firm”) pronounces it has entered into an engagement letter with Cantor Fitzgerald Canada Company (“CFCC” or the “Agent”), to undertake a non-public placement of Class A standard shares of the Firm (the “Frequent Shares”) for anticipated gross proceeds of as much as US$20.0 million at a worth per Frequent Share of US$3.10 (the “Providing”).
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Web proceeds from the Providing are anticipated for use for expenditures associated to the Firm’s beforehand introduced credit score bid submitted for the frequent shares of PDV Holdings, Inc. (“PDVH”), the oblique father or mother firm of CITGO Petroleum Corp. (the “Bid”), and for working capital and common company functions.
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The variety of Frequent Shares to be offered might be decided within the context of the market along side the advertising efforts and there might be no assurance as to completion of the Providing. The closing of the Providing is predicted to happen on or about July 31, 2025 (the “Providing Closing Date”) and is topic to the completion of formal documentation and receipt of regulatory approvals, together with the approval of the TSX Enterprise Trade.
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High Tales
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The Firm has granted the Agent an over-allotment choice exercisable, in complete or partly, within the sole discretion of the Agent, to rearrange for the acquisition of as much as an extra 50% of the variety of Frequent Shares offered within the Providing at any time as much as two days previous to the Providing Closing Date, on the identical phrases and situations because the Providing. If exercised in full, the Firm would elevate as much as US$30 million in gross proceeds from the issuance of Frequent Shares.
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The Frequent Shares might be supplied on a “greatest efforts” non-public placement foundation pursuant to relevant exemptions in every of the provinces of Canada below Nationwide Instrument 45-106 – Prospectus Exemptions and in the US on a non-public placement foundation pursuant to relevant exemptions from the registration necessities of the US Securities Act of 1933, as amended (the “U.S. Securities Act”) and relevant state securities legal guidelines, and in such different jurisdictions as could also be permitted. The Frequent Shares issuable to Canadian subscribers in reference to the Providing might be topic to a statutory maintain interval in Canada which is able to run for 4 months from the Providing Closing Date of the Providing. Any Frequent Shares offered to traders outdoors of Canada might be offered pursuant to OSC Rule 72-503.
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In reference to the Providing, the Agent will obtain a fee equal to six.0% of the gross proceeds from the sale of the Frequent Shares topic to sure exceptions on the Providing Closing Date.
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NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
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Cautionary Assertion Relating to Ahead-Trying statements
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This launch comprises “forward-looking statements” throughout the which means of relevant U.S. federal securities legal guidelines and “forward-looking data” throughout the which means of relevant Canadian provincial and territorial securities legal guidelines and state Gold Reserve’s and its administration’s intentions, hopes, beliefs, expectations or predictions for the longer term. Ahead-looking statements are essentially primarily based upon a variety of estimates and assumptions that, whereas thought of affordable by administration at the moment, are inherently topic to important enterprise, financial and aggressive uncertainties and contingencies. They’re steadily characterised by phrases resembling “anticipates”, “plan”, “proceed”, “count on”, “undertaking”, “intend”, “imagine”, “anticipate”, “estimate”, “could”, “will”, “potential”, “proposed”, “positioned” and different related phrases, or statements that sure occasions or situations “could” or “will” happen. Ahead-looking statements contained on this press launch embrace, however usually are not restricted to, statements referring to the Bid or the Providing.
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We warning that such forward-looking statements contain recognized and unknown dangers, uncertainties and different dangers which will trigger the precise occasions, outcomes or outcomes of Gold Reserve to be materially totally different from our estimated outcomes, outcomes, efficiency, or achievements expressed or implied by these forward-looking statements, together with however not restricted to: failure to acquire any needed regulatory approvals in reference to the Providing; the completion of the Providing and the closing thereof; that the proceeds obtained below the Providing or might be lower than anticipated; the failure of the Firm to barter or enter into any agreements required for the Providing; the discretion of the Particular Grasp to think about the Bid, to enter into any discussions or negotiation with respect thereto; the Bid won’t be accredited by the Court docket because the “Ultimate Advocate Bid” below the Bidding Procedures, and if accredited by the Court docket could not shut, together with because of not acquiring needed regulatory approvals, together with however not restricted to any needed approvals from the U.S. Workplace of International Asset Management (“OFAC”), the U.S. Committee on International Funding in the US, the U.S. Federal Commerce Fee or the TSX Enterprise Trade; failure of the Firm or every other celebration to acquire adequate fairness and/or debt financing or any required shareholders approvals for, or fulfill different situations to impact, any transaction ensuing from the Bid; that the Firm could forfeit any money quantity deposit made on account of failing to finish the Bid or in any other case; that the making of the Bid or any transaction ensuing therefrom could contain surprising prices, liabilities or delays; that, previous to or because of the completion of any transaction contemplated by the Bid, the enterprise of the Firm could expertise important disruptions on account of transaction associated uncertainty, business situations, tariff wars or different components; the power to implement the writ of attachment granted to the Firm; the timing set for numerous studies and/or different issues with respect to the Sale Course of is probably not met; the power of the Firm to in any other case take part within the Sale Course of (and associated prices related therewith
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