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Gold Reserve Announces Offer For Remaining 5.50% Senior Subordinated Convertible Notes Due 2022

Stocks in this article: GRZ

Gold Reserve Inc. (TSX VENTURE:GRZ) (NYSE MKT:GRZ) (the “Company”) announced today that it is notifying holders (“Holders” or “Noteholders”) of its 5.50% Senior Subordinated Convertible Notes due 2022 (the “Notes”) of its offer (“Offer”) to the Holders of an opportunity to participate in a restructuring transaction that has been agreed to with its four largest Noteholders.

On September 18, 2012 the Company announced that it had agreed with Holders of 98.7% of the outstanding Notes (“Large Noteholders”) to restructure their Notes, subject to such consents as may be required under the Indenture, that will allow the Company to restructure the Notes with a combination of cash, common shares, modified terms for the remaining balance of the Notes and a Contingent Value Right as described further below. The Company is now offering the terms of that restructuring arrangement to all remaining Noteholders such that the Holders of the remaining 1.3% of the Notes (representing $1,080,000 in aggregate principal amount) now can elect to accept the same arrangement as was agreed by the Company with the Large Noteholders.

The Company has filed its Tender Offer Statement with respect to the offer (“Offer”). Each Holder will have the option to tender their Notes for the following consideration for each $1,000 in principal amount of Notes: (i) $200 in cash, (ii) 147.06 common shares, (iii) $300 of amended notes which will remain outstanding under the indenture governing the Notes, as amended, (iv) a Contingent Value Right (“CVR”) entitling the holder to a percentage of an award or settlement of the Company’s ICSID arbitration claim against the Government of Venezuela with respect to the expropriation of the Company’s Brisas Project and any proceeds from the sale of its mining data, and (v) additional cash consideration payable based on each Holder’s pro rata percentage of Notes restructured pursuant to the Offer in an aggregate amount of up to $1 million (collectively, the “Offer Consideration”). The maximum CVR net of taxes and other deductions that will be paid if all Holders elect to participate in the Offer will not exceed 5.535% of an award or settlement and sale of the mining data. The Restructuring was approved by the Company’s shareholders at its annual and special meeting held on June 27, 2012.

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