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FORM 6-K
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 May 2006
Commission File Number: 001-31819
Gold Reserve Inc.
(Exact name of registrant as specified in its charter)
926 W. Sprague Avenue, Suite 200
Spokane, Washington 99201
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F _____
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.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-____________
Filed with this Form 6-K is the following, which is incorporated herein by
reference:
99.1 Material Change Report on Form 51-102F3 dated May 10, 2006
Certain statements included herein, including those that express management's
expectations or estimates of our future performance or concerning the Brisas
Project, constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. 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 financial results, performance, or achievements of Gold
Reserve Inc. to be materially different from our estimated 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,
concentration of operations and assets in Venezuela; corruption and uncertain
legal enforcement; requests for improper payments; regulatory, political and
economic risks associated with Venezuelan operations (including changes in
previously established legal regimes, rules or processes); the ability to
obtain or maintain the necessary permits or additional funding for the
development of the Brisas Project; in the event any key findings or
assumptions previously determined by us or our experts in conjunction with our
2005 bankable feasibility study (as updated or modified from time to time)
significantly differ or change as a result of actual results in our expected
construction and production at the Brisas Project (including capital and
operating cost estimates); risk that actual mineral reserves may vary
considerably from estimates presently made; impact of currency, metal prices
and metal production volatility; fluctuations in energy prices; changes in
proposed development plans (including technology used); our dependence upon
the abilities and continued participation of certain key employees; and risks
normally incident to the operation and development of mining properties. This
list is not exhaustive of the factors that may affect any of the Company'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 the Company or persons acting on its behalf
are expressly qualified in their entirety by this notice. The Company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or otherwise.
SIGNATURES
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.
Gold Reserve Inc.
(Registrant)
Date: May 10, 2006
By: s/ Robert A. McGuinness
Name: Robert A. McGuinness
Title: Vice President - Finance & CFO
EXHIBIT INDEX
99.1 Material Change Report on Form 51-102F3 dated May 10, 2006
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 - Name and Address of Company:
Gold Reserve Inc.
926 W. Sprague Ave. Suite 200
Spokane, Washington 99201 U.S.A.
Item 2 - Date of Material Change:
May 2, 2006
Item 3 - News Releases:
Two news releases were issued in Toronto, Ontario through
Canada Newswire on May 2nd and 3rd, 2006. Copies of the news
releases originally filed on SEDAR May 2nd and 3rd, 2006 are
attached as Schedule "A".
Item 4 - Summary of Material Change:
Gold Reserve Inc. (TSX:GRZ - AMEX:GRZ) announced that it has
entered into an underwriting agreement with a syndicate of
underwriters comprised of Sprott Securities Inc. and RBC Capital
Markets and their affiliates in the U.S., as co-leads, pursuant
to which the underwriters have agreed to purchase 3,335,000 Class
A common shares of Gold Reserve at a price of Cdn.$9.00 per share,
representing aggregate gross proceeds to Gold Reserve of
Cdn.$30,015,000. The closing of the offering is expected to occur
on or about May 15, 2006.
Item 5 - Full Description of Material Change:
See attached new releases.
Item 6 - Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:
Not applicable.
Item 7 - Omitted Information:
Not applicable
Item 8 - Executive Officer:
Executive officer of the Corporation who is knowledgeable about the
material change:
A. Douglas Belanger President (509) 623-1500
Item 9 - Date of Report:
May 10, 2006.
NR-06-06
GOLD RESERVE INC. ANNOUNCES CDN$30 MILLION OFFERING
May 3, 2006 - Gold Reserve Inc. (TSX:GRZ - AMEX:GRZ) announced today that it
has entered into an underwriting agreement with a syndicate of underwriters
comprised of Sprott Securities Inc. and RBC Capital Markets and their
affiliates in the U.S., as co-leads, pursuant to which the underwriters have
agreed to purchase 3,335,000 Class A common shares of Gold Reserve at a price
of Cdn.$9.00 per share, representing aggregate gross proceeds to Gold Reserve
of Cdn.$30,015,000. The closing of the offering is expected to occur on or
about May 15, 2006.
The net proceeds from the offering will be used primarily to fund ongoing
development of the Brisas Project, to fund the Company's initial obligations
under the Engineering Procurement and Construction Management contracts with
SNC-Lavalin Engineers & Constructors, Inc., and, to a lesser extent to fund
ongoing exploration of the Choco 5 project.
Gold Reserve has also agreed to grant the underwriters an over-allotment
option, exercisable at any time, in whole or in part, for a period of 30 days
following the closing of the offering, to purchase up to an additional
500,250 shares at a price of Cdn.$9.00 per share. If the underwriters fully
exercise the over-allotment option, Gold Reserve will receive additional
gross proceeds of approximately Cdn.$4,500,000.
A preliminary short form prospectus relating to these securities has been
filed with each of the provincial securities regulatory authorities in Canada,
except Quebec, and a registration statement under the U.S.-Canada multi-
jurisdictional disclosure system has been filed with the U.S. Securities and
Exchange Commission, but has not yet become effective. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or province in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or province. No
offer to buy the securities can be accepted and no part of the purchase price
can be received until the registration statement has become effective, and any
such offer may be withdrawn or revoked, without obligation or commitment of
any kind, at any time prior to notice of its acceptance given after the
effective date.
Once filed and receipted, a copy of the amended and restated short form
preliminary prospectus may be obtained from Sprott Securities Inc. - in
Canada, call (416) 943-6405; in the U.S., call 1-800-461-2275 or RBC Capital
Markets - in Canada, call (416) 842-5345; in the U.S., RBC Capital Markets
Corporation, Attention: Prospectus Department, One Liberty Plaza, 165
Broadway, New York, New York, 10006, U.S.A. (fax requests - 212-428-6260).
About Gold Reserve Inc.
Gold Reserve Inc. is a Canadian company, which holds the rights to the Brisas
gold/copper project and the Choco 5 gold exploration property in Bolivar
State, Venezuela.
Forward-Looking Statements
Certain statements included herein, including those that express management's
expectations or estimates of our future performance or concerning the Brisas
Project, constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. 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 financial results, performance, or achievements of Gold
Reserve Inc. to be materially different from our estimated 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,
concentration of operations and assets in Venezuela; corruption and uncertain
legal enforcement; requests for improper payments; regulatory, political and
economic risks associated with Venezuelan operations (including changes in
previously established legal regimes, rules or processes); the ability to
obtain or maintain the necessary permits or additional funding for the
development of the Brisas Project; in the event any key findings or
assumptions previously determined by us or our experts in conjunction with our
2005 bankable feasibility study (as updated or modified from time to time)
significantly differ or change as a result of actual results in our expected
construction and production at the Brisas Project (including capital and
operating cost estimates); risk that actual mineral reserves may vary
considerably from estimates presently made; impact of currency, metal prices
and metal production volatility; fluctuations in energy prices; changes in
proposed development plans (including technology used); our dependence upon
the abilities and continued participation of certain key employees; and risks
normally incident to the operation and development of mining properties. This
list is not exhaustive of the factors that may affect any of the Company'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 the Company or persons acting on its behalf
are expressly qualified in their entirety by this notice. The Company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or otherwise.
FOR FURTHER INFORMATION:
A. Douglas Belanger, President
926 W. Sprague Ave., Suite 200
Spokane, WA 99201 USA
Tel. (509) 623-1500
Fax (509) 623-1634
NR 06-05
GOLD RESERVE INC. ANNOUNCES PUBLIC OFFERING
May 2, 2006 - Gold Reserve Inc. (TSX:GRZ - AMEX:GRZ) announced today that it
has filed a preliminary short form prospectus with Canadian securities
regulators and a related registration statement with the U.S. Securities and
Exchange Commission under the U.S.-Canada multi-jurisdictional disclosure
system relating to a proposed public offering of its Class A common shares.
Sprott Securities Inc. and RBC Capital Markets have been appointed joint book
runners for the transaction. Although the size and pricing of the offering
have not yet been determined, the Company expects to raise gross proceeds of
approximately Cdn.$30 million.
The net proceeds from the offering will be used primarily to fund ongoing
development of the Brisas Project, to fund the Company's initial obligations
under the Engineering Procurement and Construction Management contracts with
SNC-Lavalin Engineers & Constructors, Inc., and, to a lesser extent to fund
ongoing exploration of the Choco 5 project.
A preliminary short form prospectus relating to these securities has been
filed with each of the provincial securities regulatory authorities in Canada,
except Quebec, and a registration statement under the U.S.-Canada multi-
jurisdictional disclosure system has been filed with the U.S. Securities and
Exchange Commission, but has not yet become effective. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state or province in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or province. No
offer to buy the securities can be accepted and no part of the purchase price
can be received until the registration statement has become effective, and
any such offer may be withdrawn or revoked, without obligation or commitment
of any kind, at any time prior to notice of its acceptance given after the
effective date.
A copy of the preliminary short form prospectus may be obtained from Sprott
Securities Inc. - in Canada, call (416) 943-6405; in the U.S., call
1-800-461-2275 or RBC Capital Markets - in Canada, call (416) 842-5345; in
the U.S., RBC Capital Markets Corporation, Attention: Prospectus Department,
One Liberty Plaza, 165 Broadway, New York, New York, 10006, U.S.A.
(fax requests - 212-428-6260).
About Gold Reserve Inc.
Gold Reserve Inc. is a Canadian company, which holds the rights to the Brisas
gold/copper project and the Choco 5 gold exploration property in Bolivar State,
Venezuela.
Forward-Looking Statements
Certain statements included herein, including those that express management's
expectations or estimates of our future performance or concerning the Brisas
Project, constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. 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
financial results, performance, or achievements of Gold Reserve Inc. to be
materially different from our estimated 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, concentration of
operations and assets in Venezuela; corruption and uncertain legal
enforcement; requests for improper payments; regulatory, political and economic
risks associated with Venezuelan operations (including changes in previously
established legal regimes, rules or processes); the ability to obtain or
maintain the necessary permits or additional funding for the development of
the Brisas Project; in the event any key findings or assumptions previously
determined by us or our experts in conjunction with our 2005 bankable
feasibility study (as updated or modified from time to time) significantly
differ or change as a result of actual results in our expected construction
and production at the Brisas Project (including capital and operating cost
estimates); risk that actual mineral reserves may vary considerably from
estimates presently made; impact of currency, metal prices and metal
production volatility; fluctuations in energy prices; changes in proposed
development plans (including technology used); our dependence upon the
abilities and continued participation of certain key employees; and risks
normally incident to the operation and development of mining properties.
This list is not exhaustive of the factors that may affect any of the
Company'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 the Company or persons
acting on its behalf are expressly qualified in their entirety by this
notice. The Company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information,
future events or otherwise.
FOR FURTHER INFORMATION:
A. Douglas Belanger, President
926 W. Sprague Ave., Suite 200
Spokane, WA 99201 USA
Tel. (509) 623-1500
Fax (509) 623-1634