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PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Firm”) broadcasts it has revised the phrases of its engagement letter with Cantor Fitzgerald Canada Company (“CFCC” or the “Agent”), rising the scale of the beforehand introduced non-public placement of frequent shares of the Firm (the “Frequent Shares”) to gross proceeds of as much as roughly US$75 million (the “Providing”) at a value per Frequent Share of US$3.00 (the “Challenge Worth”).
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The variety of Frequent Shares to be offered might be decided within the context of the market together with the advertising and marketing efforts and there will be no assurance as to completion of the Providing. The closing of the Providing is anticipated to happen on or about February 26, 2026 (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 Change. As well as, the next itemizing of the Frequent Shares to be issued in reference to the Providing stays topic to the approval of the BSX.
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Prime 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 on the Challenge Worth of as much as a further 25% 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 circumstances because the Providing. If exercised in full, the Firm would elevate as much as roughly US$93.75 million in gross proceeds from the issuance of Frequent Shares.
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The Frequent Shares might be provided on a “finest 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 america on a non-public placement foundation pursuant to relevant exemptions from the registration necessities of america 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 can run for 4 months from the Providing Closing Date of the Providing. Any Frequent Shares offered to traders exterior 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 info” 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 based mostly upon quite a few estimates and assumptions that, whereas thought of affordable by administration at the moment, are inherently topic to vital enterprise, financial and aggressive uncertainties and contingencies. They’re often characterised by phrases comparable to “anticipates”, “plan”, “proceed”, “count on”, “venture”, “intend”, “imagine”, “anticipate”, “estimate”, “might”, “will”, “potential”, “proposed”, “positioned” and different comparable phrases, or statements that sure occasions or circumstances “might” or “will” happen. Ahead-looking statements contained on this press launch embrace, however will not be restricted to, statements referring to the Providing.
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We warning that such forward-looking statements contain identified 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 mandatory regulatory approvals in reference to the Providing; the completion of the Providing and the closing thereof; that the proceeds obtained below the Providing might be lower than anticipated; the failure of the Firm to barter or enter into any agreements required for the Providing; uncertainties referring to the supply and prices of financing wanted sooner or later; different dangers concerned within the mineral exploration and growth business; dangers related to sanctions imposed by the U.S. and Canadian governments focusing on Venezuela, its businesses and instrumentalities, and its associated individuals (the “Sanctions”) and/or whether or not the Firm is ready to get hold of (or get outcomes from) aid from such Sanctions, if any, obtained from OFAC or different comparable regulatory our bodies in Canada or elsewhere;
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dangers related to whether or not the U.S. and Canadian authorities businesses that implement the Sanctions might not concern licenses that the Firm might request sooner or later to have interaction in sure Venezuela-related transactions together with timing and phrases of such licenses; and
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Traders are cautioned to not put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Gold Reserve or individuals appearing on its behalf are expressly certified of their entirety by this discover. Gold Reserve disclaims any intent or obligation to replace publicly or in any other case revise any forward-looking statements or the foregoing checklist of assumptions or components, whether or not because of new info, future occasions or in any other case, topic to its disclosure obligations below relevant guidelines promulgated by relevant Canadian provincial and territorial securities legal guidelines.
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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.
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View supply model on businesswire.com:
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For additional info concerning Gold Reserve Ltd., go to https://www.goldreserve.bm or contact:
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A.S. Cooper Constructing, seventh Ground, 26 Reid Road, Hamilton, HM 11, Bermuda
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