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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 1999 GOLD RESERVE INC. (Exact name of registrant as specified in its charter) Canada 1-14661 None (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 601 West Riverside Avenue, Suite 1940 Spokane, Washington 99201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (509) 623-1500 2 ITEM 5. OTHER EVENTS. On Thursday, February 4, 1999, Gold Reserve Corporation issued a press release which is filed herewith as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. Exhibit No. Description 99.1 Press Release, dated February 4, 1999, issued by Gold Reserve Corporation. 2 3 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 hereunto duly authorized. GOLD RESERVE INC. Date: February 5, 1999 By: /s/ Robert A. McGuinness ------------------------------------ Name: Robert A. McGuinness Title: Vice President of Finance and Chief Financial Officer 3 4 EXHIBIT INDEX 4
Exhibit No. Description ----------- ----------- 99.1 Press Release, dated February 4, 1999, issued by Gold Reserve Corporation.
1 EXHIBIT 99.1 SHAREHOLDERS APPROVE FORMATION OF CANADIAN PARENT SPOKANE, WASHINGTON, FEBRUARY 4, 1999 Gold Reserve Corporation (TSE: GLR - NASDAQ: GLDR) announced today that the shareholders approved the formation of a Canadian parent company, GOLD RESERVE INC., effective on Thursday, February 4, 1999. Gold Reserve Inc. will be listed for trading in the next several weeks on The Toronto Stock Exchange under the symbol GLR.A and on NASDAQ under the same symbol GLDR, concurrent with the delisting of Gold Reserve Corporation. The old certificates will represent share certificates of Gold Reserve Inc., so no additional action is necessary on the part of existing shareholders. As a result of the exchange transaction, there are potential significant tax benefits for our Canadian shareholders. The exchange of shares of the Company for Gold Reserve Inc. is a "deemed disposition" resulting in a taxable gain or loss, as the case may be, for Canadian tax purposes. Based on the recent trading price of the Company's shares, we expect a majority of our Canadian shareholders will realize a tax loss for the year ending December 31, 1999. For U.S. tax purposes, shareholders will recognize a gain, if any, but not loss on the exchange. The closing share price of Gold Reserve Corporation on February 4, 1999 will be the price used to calculate any tax impact of the exchange transaction. Rockne J. Timm President and CEO stated, "The overwhelming approval of this transaction by our shareholders marks a new era for the Company. The formation of Gold Reserve Inc. is integral to our long-term success." This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities of Gold Reserve Corporation or Gold Reserve Inc. Any such offer will only be made by means of a prospectus. FOR FURTHER INFORMATION: Fax on Demand-(800) 549-0673 A. Douglas Belanger, Internet - http://www.goldrescorp.com Executive Vice President 926 W. Riverside, Suite 200 Spokane, WA 99201 USA Tel. (509) 623-1500 Fax: (509) 623-1634