SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March 2019
Commission File Number: 001-31819
Gold Reserve Inc.
(Exact name of registrant as specified in its
999 W. Riverside Avenue, Suite 401
Spokane, Washington 99201
(Address of principal executive office)
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
by check mark if the registrant is submitting the Form 6-K in paper as
Regulation S-T Rule 101(b)(1):
by check mark if the registrant is submitting the Form 6-K in paper as
Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by
furnishing the information contained in this Form is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
Report on Form 6-K and the exhibit attached hereto are hereby incorporated by
reference into Gold Reserve Inc.’s (the “Company”) current Registration
Statements on Form F-3 on file with the
Securities and Exchange Commission (the “SEC”)
The following exhibit is furnished with this
Cautionary Statement Regarding Forward-Looking
Statements and information
The information presented or
incorporated by reference in
this report contains both historical information and "forward-looking statements"
(within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) or "forward-looking information" (within the meaning of
applicable Canadian securities laws) (collectively referred to herein as "forward-looking
statements") that may state our intentions, hopes, beliefs, expectations
or predictions for the future.
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by us at this time, are inherently subject to
significant business, economic and competitive uncertainties and contingencies
that may cause our actual financial results, performance or achievements to be
materially different from those expressed or implied herein and many of which
are outside our control.
involve risks and uncertainties, as well as assumptions, including those set
out herein, that may never materialize, prove incorrect or materialize other
than as currently contemplated which could cause our results to differ
materially from those expressed or implied by such forward-looking statements.
The words "believe," "anticipate," "expect,"
"intend," "estimate," "plan," "may,"
"could" and other similar expressions that are predictions of or
indicate future events and future trends, which do not relate to historical
matters, identify forward-looking statements. Any such forward-looking
statements are not intended to provide any assurances as to future results.
Numerous factors could cause actual
results to differ materially from those described in the forward-looking
statements, including, without limitation:
continued delay or failure by the
Bolivarian Republic of Venezuela ("Venezuela") to make payments or
otherwise honor its commitments under the settlement agreement (as amended, the
"Settlement Agreement"), including with respect to the transfer of the
deposited into a trust account for the benefit of the
Company at Banco de Desarrollo Económico y Social de Venezuela ("Bandes
Bank") (the "Trust Account")
delay or failure by Venezuela to honor
its commitments associated with the formation and operation of
Mixta Ecosocialista Siembra Minera, S.A. ("Siembra Minera") including
risks associated with the ability of the Company and
Venezuela to (i) successfully overcome legal or regulatory obstacles to operate
for the purpose of developing
the Siembra Minera Project, (ii) complete any additional definitive
documentation and finalize any remaining governmental approvals and (iii)
obtain financing to fund the capital costs of the
risks associated with the current
sanctions or the imposition of further sanctions by the U.S., Canada or other
jurisdictions that negatively impact our ability to freely transfer funds held
in the Trust Account or our ability to do business in Venezuela;
risks associated with the collection of
the Award and concentration of our operations and assets in Venezuela which are
or will be subject to risks specific to Venezuela, including the effects of
political, economic and social developments, instability and unrest; international
response to Venezuelan domestic and international policies; U.S. and Canadian
Sanctions and invalidation, confiscation, expropriation or rescission of
governmental orders, permits, agreements or property rights either by the
existing or future regimes;
risks associated with our ability to
resume our efforts to enforce and collect the International Centre for the
Settlement of Investment Disputes arbitral award (the "Award")
granted in our favor, including the associated costs of such enforcement and collection
effort and the timing and success of that effort, if Venezuela fails to make payments
under the Settlement Agreement, it is terminated and further efforts related to
the Settlement Agreement are abandoned;
the risk that the conclusions of management and its qualified
consultants contained in the most recent Preliminary Economic Assessment of the
Siembra Minera Gold Copper Project (the "Siembra Minera Project")
in accordance with Canadian National Instrument
43-101- Standards of Disclosure for Mineral Projects ("NI 43-101")
may not be realized in the future;
risks associated with exploration,
delineation of adequate reserves, regulatory and permitting obstacles and other
risks associated with the development of the
risks associated with our continued ability to service
outstanding obligations as they come due and access future additional funding,
when required, for ongoing liquidity and capital resources, pending the receipt
of payments under the Settlement Agreement;
risks associated with our prospects in
general for the identification, exploration and development of mining projects
and other risks normally incident to the exploration, development and operation
of mining properties, including our ability to achieve revenue producing
operations in the future;
shareholder dilution resulting from the
future sale of additional equity, if required;
value realized from the disposition of
the remaining assets related to
our previous mining project in Venezuela
known as the “Brisas Project”
, if any;
abilities of and continued
participation by certain employees; and
impact of current or future U.S. and/or
Canadian tax laws to which we are subject.
See “Risk Factors” contained
in our Annual Information Form and Annual Report on Form 40-F filed on
and www.sec.gov, respectively for additional risk factors
that could cause results to differ materially from forward-looking statements.
are cautioned not to put undue reliance on forward-looking statements,
and investors should not
infer that there has been no change in our affairs since the date of this
report that would warrant any modification of any forward-looking statement
made in this document
documents periodically filed with the U.S. Securities and Exchange Commission
(the "SEC") or other securities regulators or presented on the Company
website. Forward-looking statements
speak only as of the date made. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this notice.
We disclaim 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 our disclosure
obligations under applicable U.S. and Canadian securities regulations.
Investors are urged to read the
filings with U.S. and Canadian securities regulatory
agencies, which can be viewed online at www.sec.gov and
terms "mineral resource," "measured mineral resource,"
"indicated mineral resource" and "inferred mineral
resource" are defined in and required to be disclosed by NI 43-101.
However, these terms are not defined terms under SEC Industry Guide 7 and
normally are not permitted to be used in reports and registration statements
filed with the SEC. Investors are cautioned not to assume that any part or all
of the mineral deposits in these categories will ever be converted into
reserves. “Inferred mineral resources” have a great amount of uncertainty as to
their existence, and great uncertainty as to their economic and legal feasibility.
It cannot be assumed that all or any part of an inferred mineral resource will
ever be upgraded to a higher category. Under Canadian rules, estimates of
inferred mineral resources may not form the basis of feasibility or
pre-feasibility studies, except in rare cases, and such estimates are not part
of the SEC Industry Guide 7.
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 8, 2019
GOLD RESERVE INC.
/s/ Robert A.
Robert A. McGuinness,
its Vice President of Finance,
Officer and its Principal Financial and Accounting Officer