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Message: Aug 14 PR, GDRZF Private Placement

Maybe to get buds in on the ICSID payoff...

http://phx.corporate-ir.net/phoenix.zhtml?c=101938&p=irol-newsArticle&ID=1847699&highlight=

Gold Reserve Inc. Announces Private Placement
SPOKANE, WA, Aug. 14, 2013, 2013 (Canada NewsWire via COMTEX) --/NOT FOR RELEASE IN THE UNITED STATES/

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.

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