Gold Reserve Announces Intention to Make Further CVR/Bonus Settlement Offers, to Make Offers to Optionholders, and to Amend Equity Incentive Plan

PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announced today that it intends to make further offers to holders of its outstanding contingent value rights (“CVRs”) and to participants in its 2012 bonus plan (“Bonus Plan”) to settle such entitlements. The proposed settlement offers are expected to be made on substantially the same terms as the settlement offers previously made by the Company to CVR holders and Bonus Plan participants earlier in 2026. The Company also intends to offer holders of options expiring in February 2027 the opportunity to surrender their options in exchange for a cash payment at a discount to the market price. Additional details regarding the proposed offers, including the timing and terms thereof, are expected to be announced in Q4, 2026.

The Company also announced today that its board of directors has approved amendments to its equity incentive plan (the “Plan”) to (i) increase the maximum number of common shares reserved for issuance under the Plan to maintain the reserve at approximately 15% of the Company’s issued and outstanding Common Shares, (ii) permit the grant of equity-based awards other than Options to participants under the Plan, and (iii) permit holders of all outstanding stock options, including stock options granted prior to and following the effective date of the amendment, to elect to exercise their options on a cashless or net exercise basis.

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The proposed amendments to the Plan remain subject to approval by the Company’s shareholders and acceptance by the TSX Venture Exchange and Bermuda Stock Exchange. The Company expects to seek shareholder approval at its annual general meeting scheduled to take place on November 5, 2026. A notice of meeting and management information circular containing additional details regarding the proposed amendments will be mailed to shareholders and filed under the Company’s profile on SEDAR+ in due course.

The Company’s board of directors also approved the grant of 100,000 stock options (the “Options”) to the Chief Development Officer of the Company. The Options are exercisable for a period of five years at an exercise price of US$4.56 per share. The Options were issued pursuant to the Plan, and in accordance with the requirements of the TSX Venture Exchange and the Bermuda Stock Exchange.

Gold Reserve is a primarily US-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 (TSX-V: GRZ), the Bermuda Stock Exchange (BSX: GRZ.BH), and trades in the United States on the OTCQX (OTCQX: GDRZF).

For further information regarding Gold Reserve Ltd., visit https://www.goldreserve.bm or contact: Dave Onzay Email: [email protected] Phone: +1 (441) 295-4653