Gold Reserve Inc. Announces Private Placement

/NOT FOR RELEASE IN THE UNITED STATES/

SPOKANE, WA, Aug. 14, 2013 /CNW/ - Gold Reserve Inc. (TSX.V:GRZ) (OTCQB:GDRZF) (the "Company") announces that it intends to complete, subject to the approval of the TSX Venture Exchange (the "TSXV"), a non-brokered private placement with certain significant shareholders of the Company ("Significant Shareholders") for gross proceeds of US $5,250,000 (the "Private Placement") consisting of 1,750,000 units of securities of the Company (each, a "Unit") at a price of US $3.00 per Unit. Each Unit comprises one Class A common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole such warrant, a "Warrant"), with each Warrant exercisable by the holder for a period of 2 years after its issuance to acquire one Common Share at a price of US $4.00 per share.  The proceeds will be used by the Company for general working capital purposes.

No commission or finder's fee will be paid in connection with the Private Placement. It is anticipated that at least 1,500,000 Units for aggregate gross proceeds of US $4,500,000 will be subscribed for by Significant Shareholders. The Shares and the Warrants will be offered pursuant to exemptions from the prospectus requirements of applicable securities legislation and will be subject to a hold period in Canada of four months and a day from their date of issuance.

Any subscription in the Private Placement by a Significant Shareholder that is an "insider" will be considered to be a related party transaction within the meaning of TSXV Policy 5.9 which incorporates Canadian Multilateral Instrument 61-101 ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101, respectively, in respect of any such Significant Shareholders' participation.

Further information regarding the Company can be located at www.goldreserveinc.com, www.sec.gov and www.sedar.com. 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements that state Gold Reserve's or its management's intentions, hopes, beliefs, expectations or predictions for the future, including statements related to the expected completion of the Private Placement. In this release, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause the actual outcomes, financial results, performance, or achievements of Gold Reserve to be materially different from our estimated outcomes, future results, performance, or achievements expressed or implied by those forward-looking statements.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation: the failure by the Company to obtain the approval of the TSXV to the proposed placement in a timely manner.

This list is not exhaustive of the factors that may affect any of Gold Reserve's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Gold Reserve or persons acting on its behalf are expressly qualified in their entirety by this notice. Gold Reserve disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to its disclosure obligations under applicable rules promulgated by the SEC.

In addition to being subject to a number of assumptions, forward-looking statements in this release involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements, including those factors outlined in the "Cautionary Statement Regarding Forward-Looking Statements" and "Risks Factors" contained in Gold Reserve's filings with the Canadian provincial securities regulatory authorities and the SEC, including Gold Reserve's Annual Information Form and Annual Report on Form 40-F for the year ended December 31, 2012, filed with the Canadian provincial securities regulatory authorities and the SEC, respectively.

"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

SOURCE: Gold Reserve Inc.

Company Contact
A. Douglas Belanger, President
926 W. Sprague Ave., Suite 200
Spokane, WA 99201 USA
Tel. [phone]
Fax [phone]