As filed with the Securities and Exchange Commission on October 2, 2003.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


GOLD RESERVE INC.
(Exact name of registrant as specified in its charter)


YUKON TERRITORY, CANADA    (State of incorporation or organization)
NONE (IRS Employer Identification No.)

926 West Sprague Avenue, Suite 200
Spokane, WA 99201
(Address of principal executive offices) (Zip Code)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.|X|

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. | |

Securities to be registered pursuant to Section 12(b) of the Act:

Title of                                        Name of each exchange on which
each class to be so registered                  each class is to be registered
- ----------------------                         -------------------------------

CLASS A COMMON SHARES,
  NO PAR VALUE PER SHARE                            AMERICAN STOCK EXCHANGE

RIGHTS TO PURCHASE
  CLASS A COMMON SHARES                             AMERICAN STOCK EXCHANGE


Securities to be registered pursuant to Section 12(g) of the Act: None


Item 1. Description of Registrant's Securities to be Registered.

The information with respect to the Class A common shares and the Company's
Shareholder Rights Plan Agreement (the "Shareholder Rights Plan Agreement") set
forth under the caption "Description of Securities and Comparison of Rights of
Shareholders" set forth in Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-68061) of Gold Reserve Inc. (the
"Company") filed with the Securities and Exchange Commission on November 30,
1998 is incorporated herein by reference.

In 2000, the Company amended its Shareholder Rights Plan Agreement to (a)
change the expiration date from June 17, 2002 to June 30, 2003 (further
extended this year to 2006, as discussed below), and (b) add provisions to
enable persons to enter into a "Permitted Lock-Up Agreement" without triggering
the Shareholder Rights Plan Agreement.  To effect this change, a definition for
"Permitted Lock-Up Agreement" was added.  In essence, a Permitted Lock-Up
Agreement will be an agreement by a shareholder to deposit or tender shares to
a take-over bid, provided that the agreement meets certain requirements. These
requirements are essentially that: (a) the terms of the agreement are publicly
disclosed and a copy of the agreement is publicly available; (b) the
shareholder who agrees to tender shares to a take-over bid made by the other
party to the agreement (the "lock-up bid") be allowed to terminate its
obligations under the agreement in order to tender the shares to another
take-over bid or support another transaction where the offer price under the
other bid or transaction is equal to or greater than a specified minimum which
is not more than 7% higher than the offer price under the lock-up bid; and (c)
no break-up fees or other penalties that exceed in the aggregate the greater
of 2.5% of the price or value payable under the lock-up bid and 50% of the
increase in the consideration resulting from another take-over bid or
transaction shall be payable by the shareholder if the shareholder fails to
tender its shares to the lock-up bid.

On June 11, 2003, the Company amended and restated its Shareholder Rights Plan
Agreement to (a) change the expiration date from June 30, 2003 to June 30, 2006,
and (b) effect certain minor amendments, including the replacement of Montreal
Trust Company with Computershare Trust Company of Canada as rights agent and
amendments necessary to reflect the restatement of the Shareholder Rights Plan
Agreement.

The foregoing description of the Shareholder Rights Plan Agreement is qualified
in its entirety by reference to the text of the Shareholder Rights Plan
Agreement, a copy of which is attached hereto as Exhibit 3.

Item 2.  Exhibits.

Exhibit
No.        Description of Exhibit

1.         Restated Articles of Incorporation of the Company (incorporated by
           reference from Exhibit 3.1 to the Company's Registration Statement
           on Form S-4, Registration No. 333-68061 filed with the commission on
           November 27, 1998).

2.         Bylaws of the Company (incorporated by reference from Exhibit 3.2
           to the Company's Registration Statement on Form S-4, Registration
           No. 333-68061 filed with the commission on November 27, 1998).

3.         Shareholder Rights Plan Agreement (As Amended) of the Company
           included herein. (including form of Rights Certificate)


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.



					                          GOLD RESERVE INC.


     Date:  October 2, 2003                   By:  /s/ Robert A. McGuinness

                                                   -------------------------

                                                    Robert A. McGuinness
                                               Vice President of Finance and
                                                   Chief Financial Officer




EXHIBIT 3.   SHAREHOLDER'S RIGHTS PLAN AGREEMENT



SHAREHOLDER RIGHTS PLAN AGREEMENT


MEMORANDUM OF AGREEMENT, dated as of October 5, 1998, amended as of
March 20, 2000  and June 2, 2000, and amended and restated as of March 14, 2003
between Gold Reserve Inc. (The  "Corporation"), a corporation incorporated under
the laws of the Yukon Territory, and Computershare Trust Company of Canada,
a trust company incorporated under the laws of Canada (the "Rights Agent");

WHEREAS in order to maximize shareholder value the Board of Directors of the
Corporation has determined that it is advisable for the Corporation to adopt a
shareholder rights plan (the "Rights  Plan");

WHEREAS in order to implement the adoption of a shareholder rights plan as
established by this Agreement, the board of directors of the Corporation has:

     (a)    authorized the issuance, effective immediately following the
Effective Time (as hereinafter defined), of one Right (as hereinafter defined)
in respect of each Common Share (as hereinafter  defined) outstanding
immediately following  the Effective Time (the "Record Time"); and

    (b)     provided that the Separation Time occurs after the Record Time,
authorized the issuance of one Right in respect of each Common Share of the
Corporation issued after the Record Time and prior to the earlier of the
Separation Time (as hereinafter defined) and the Expiration Time (as
hereinafter defined).

AND WHEREAS each Right, when issued, will entitle the holder thereof, after the
Separation Time, to purchase securities of the Corporation pursuant to the
terms and subject to the conditions set forth herein;

AND WHEREAS the Corporation desires to appoint the Rights Agent to act on
behalf of the Corporation and the holders of Rights, and the Rights Agent is
willing to so act, in connection with  the issuance, transfer, exchange and
replacement of Rights Certificates (as hereinafter defined), the exercise of
Rights and other matters referred to herein;

NOW THEREFORE, in consideration of the premises and the respective covenants
and agreements set forth herein, and subject to such covenants and agreements,
the parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

1.1      Certain Definitions

For purposes of this Agreement, the following terms have the meanings
indicated:

(a)  "ACQUIRING PERSON" shall mean any Person who is the Beneficial Owner of 20
per cent or more of the outstanding Voting Shares; provided, however, that the
term "Acquiring Person" shall not include:

     (i) the Corporation or any Subsidiary of the Corporation;

    (ii) any Person who becomes the Beneficial Owner of 20 per cent or more of
the Outstanding Voting Shares as a result of one or any combination of (A) a
Voting Share Reduction, (B)  Permitted Bid Acquisitions, (C) an Exempt
Acquisition or (D) Pro Rata Acquisitions; provided, however, that if a Person
becomes the Beneficial Owner of 20 per cent or more of the outstanding  Voting
Shares by reason of one or any combination of the operation of Paragraphs (A),
(B), (C) or (D) above and such Person's Beneficial Ownership of Voting Shares
thereafter increases by more  than 1 per cent of the number of Voting Shares
outstanding (other than pursuant to one or any  combination of a Voting Share
Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a  Pro Rata
Acquisition), then as of the date such Person becomes the Beneficial Owner of
such additional Voting Shares, such Person shall become an "Acquiring Person";

    (iii) for a period of ten days after the Disqualification Date (as defined
below), any Person who becomes the Beneficial Owner of 20 per cent or more of
the outstanding Voting Shares as a result of such Person becoming disqualified
from relying on Clause 1.1(g)(B) because such Person makes or announces a
current intention to make a Take-over Bid, either alone or by acting jointly
or in concert with any other Person. For the purposes of this definition,
"Disqualification Date" means the first date of public announcement that any
Person is making or intends to make a Take-over Bid;

      (iv) an underwriter or member of a banking or selling group that
becomes the Beneficial Owner of 20 per cent or more of the Voting Shares in
connection with a distribution to the public of securities of the
Corporation; or

       (v) a Person (a "Grandfathered Person") who is the Beneficial Owner of
20 per cent or more of the outstanding Voting Shares of the Corporation
determined as of 12:01 am (Toronto  time) on the Agreement Date, provided,
however, that this exception shall not be, and shall cease to be, applicable
to a Grandfathered Person in the event that such Grandfathered Person  shall,
after 12:01 am (Toronto time) on the Agreement Date, become the Beneficial
Owner of any additional Voting Shares of the Corporation that increases its
Beneficial Ownership of Voting Shares  by more than 1 per cent of the number
of Voting Shares outstanding, other than through one or any  combination of
a Permitted Bid Acquisition, an Exempt Acquisition, a Voting Share Reduction,
or a Pro Rata Acquisition;

(b)     "AFFILIATE": when used to indicate a relationship with a specified
Person, shall mean a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, such specified Person;

(c)     "AGREEMENT" shall mean this shareholder rights plan agreement dated
as of October 5, 1998 between the Corporation and the Rights Agent, as amended
or supplemented from time to  time; "hereof", "herein", "hereto" and similar
expressions mean and refer to this Agreement as a whole and not to any
particular part of this Agreement;

(d)     "AGREEMENT DATE" means October 5, 1998;

(e)     "ANNUAL CASH DIVIDEND" shall mean cash dividends paid in any fiscal
year of the Corporation to the extent that such cash dividends do not exceed,
in the aggregate, the greatest of:

        (i)     200 per cent of the aggregate amount of cash dividends declared
payable by the Corporation on its Common Shares in its immediately preceding
fiscal year;

       (ii)     300 per cent of the arithmetic mean of the aggregate amounts of
the annual cash dividends declared payable by the Corporation on its Common
Shares in its three immediately preceding fiscal years; and

      (iii)     100 per cent of the aggregate consolidated net income of the
Corporation, before extraordinary items, for its immediately preceding fiscal
year;

(f)     "ASSOCIATE" means, when used to indicate a relationship with a
specified Person, a spouse of that Person, any Person of the same or opposite
sex with whom that Person is living in a conjugal relationship outside marriage,
a child of that Person or a relative of that Person if that relative has the
same residence as that Person;

(g)     A Person shall be deemed the "BENEFICIAL OWNER" of, and to have
"BENEFICIAL OWNERSHIP" of, and to "BENEFICIALLY OWN",

       (i)      any securities as to which such Person or any of such Person's
Affiliates or Associates is the owner at law or in equity;

      (ii)      any securities as to which such Person or any of such Person's
Affiliates or Associates has the right to acquire (whether such right is
exercisable immediately or within a period of 60 days thereafter and whether
or not on condition or the happening of any contingency) pursuant to any
agreement, arrangement, pledge or understanding, whether or not in writing
(other than (x) customary agreements with and between underwriters and/or
banking group members and/or selling group members with respect to a
distribution of securities by the Corporation, and (y) pledges of securities
in the ordinary course of business), or upon the exercise of any conversion
right, exchange right, share purchase right (other than the Rights),
warrant or option;

     (iii)      any securities owned through a trustee, legal representative,
agent or other intermediary;


     (iv)       any securities which are Beneficially Owned within the
meaning of Clauses 1.1(g)(i), (ii) or (iii) by any other Person with which
such Person is acting jointly or in concert;

provided, however, that a Person shall not be deemed the "BENEFICIAL OWNER" of,
or to have "BENEFICIAL OWNERSHIP" of, or to "BENEFICIALLY OWN", any security:

               (A)     where such security has been deposited or tendered
pursuant to any Take-over Bid or where the holder of such security has agreed
pursuant to a Permitted Lock-Up Agreement to deposit or tender such security
pursuant to a Take-over Bid, in each case made  by such Person, made by any of
such Person's Affiliates or Associates or made by any other Person acting
jointly or in concert with such Person, until such deposited or tendered
security has been taken up or paid for, whichever shall first occur;

               (B)     where such Person, any of such Person's Affiliates or
Associates or any other Person referred to in Clause 1.1(g)(iv), holds such
security provided that (1) the ordinary business of any such Person (the
"Investment Manager") includes the management of investment funds for others
(which others, for greater certainty, may include or be limited to one or more
employee benefit plans or pension plans) and such security is held by the
Investment Manager in the ordinary course of such business in the performance
of such Investment Manager's duties for the account of any other Person or
Persons (a  "Client"); or (2) such Person (the "Trust Company") is licensed to
carry on the business of a  trust company under applicable laws and, as such,
acts as trustee or administrator or in  a similar capacity in relation to the
estates of deceased or incompetent Persons (each an "Estate Account") or in
relation to other accounts (each an "Other Account") and holds such security in
the ordinary course of such duties for the estate of any such deceased or
incompetent Person or for such Other Accounts, (3)such Person is a pension plan
or fund (a "Plan") or is a Person established by statute for purposes that
include, and the ordinary business or activity of such Person (the "Statutory
Body") includes, the management of investment funds for employee benefit plans,
pension plans, insurance plans of various public bodies; or (4) such Person
(the "Administrator") is the administrator or trustee of one or more Plans;
provided, in any of the above cases, that the Investment Manager, the Trust
Company, the Statutory Body, the Administrator or the Plan, as the case may be,
is not then making or has not then announced an intention to make a Take-over
Bid, (other than an Offer to Acquire Voting Shares or other securities by means
of a distribution by the Corporation or by means of ordinary market transactions
(includingprearranged trades) executed through the facilities of a stock
exchange or organized over-the-counter market) alone or by acting jointly or
in concert with any other Person;

             (C)     where such Person or any of such Person's Affiliates or
Associates is (1) a Client of the same Investment Manager as another Person
on whose account the Investment Manager  holds such security, (2) an Estate
Account or an Other Account of the same Trust  Company as another Person on
whose account the Trust Company holds or exercises  voting or dispositive
power over such security, or (3) a Plan with the same  Administrators as
another Plan on whose account the Administrator holds such  security;

             (D)     where such Person is (1) a Client of an Investment
Manager and such security  is owned at law or in equity by the Investment
Manager, (2) an Estate Account or an Other  Account of a Trust Company and
such security is owned at law or in equity by the  Trust Company or (3) a
Plan and such security is owned at law or in equity by the  Administrator of
the Plan; or

              (E)    where such person is the registered holder of
securities as a result of  carrying on the business of or acting as a nominee
of a securities depository.

(h)     "BOARD OF DIRECTORS" shall mean the board of directors of the
Corporation or  any duly constituted and empowered committee thereof;

(i)     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or a
day on  which banking institutions in Toronto, Ontario are authorized or
obligated by law to close;

(j)     "CANADIAN DOLLAR EQUIVALENT" of any amount which is expressed in
United  States Dollars means, on any date, the Canadian dollar equivalent of
such amount determined by  multiplying such amount by the U.S. - Canadian
Exchange Rate in effect on such date;

(k)     "CANADIAN - U.S. EXCHANGE RATE" means, on any date, the inverse of
the U.S. -  Canadian Exchange Rate in effect on such date;

(l)     "CLASS A SHARES" means the class A common shares in the capital of
the  Corporation;

(m)     "CLASS B SHARES" means the class B common shares in the capital of
the  Corporation;

(n)     "CLOSE OF BUSINESS" on any given date shall mean the time on such
date (or,  if such date is not a Business Day, the time on the next
succeeding Business Day) at which the transfer  office of the transfer agent
(or co-transfer agent) for the Common Shares in the City of Toronto (or,
after the Separation Time, the office of the Rights Agent in the City of
Toronto) is closed to the public;

(o)     "COMMON SHARES" shall mean the Class A Shares and the Class B Shares
in the  capital of the Corporation and, for the purposes of this Agreement,
except as specifically  otherwise provided herein, the Class A Shares and the
Class B Shares shall be treated as a single class of common  shares;

(p)     "COMPETING PERMITTED BID" means a Take-over Bid that (i) is made
after a Permitted Bid has been made and prior to the expiry of the  Permitted
Bid; (ii) satisfies all of the provisions of a Permitted Bid other than
the condition  set forth in Clause (ii) of the definition of a Permitted Bid;
and (iii) contains, and the take-up and payment for securities tendered or
deposited is  subject to, an irrevocable and unqualified provision that no
Voting Shares will be taken up or  paid for pursuant to the Take-over Bid
prior to the close of business on the date that is no earlier  than the later
of (A) 21 days after the date of the Take-over Bid constituting the
Competing  Permitted Bid; and (B) 60 days following the date on which the
earliest Permitted Bid which preceded  the Competing Permitting Bid was made;
and only if at the date that the Voting Shares are to be  taken up more than
50% of the Voting Shares held by Independent Shareholders shall have been
deposited or tendered pursuant to the Competing Permitted Bid and not
withdrawn;

(q)     "CONTROLLED": a corporation shall be deemed to be "controlled" by
another  Person if: (i) securities entitled to vote in the election of
directors carrying more than  50 per cent of the votes for the election of
directors are held, directly or indirectly, by or for the  benefit of the
other Person; and (ii) the votes carried by such securities are entitled, if
exercised, to elect a  majority of the board of directors of such
corporation; and "controls", "controlling" and "under common control with"
shall be interpreted  accordingly;

(r)     "CO-RIGHTS AGENTS" shall have the meaning ascribed thereto in
Subsection  4.1(a);

(s)     "DIVIDEND REINVESTMENT ACQUISITION" shall mean an acquisition of
Voting  Shares of any class pursuant to a Dividend Reinvestment Plan;

(t)     "DIVIDEND REINVESTMENT PLAN" means a regular dividend reinvestment or
other  plan of the Corporation made available by the Corporation to holders of
its securities where  such plan permits the holder to direct that some or all
of: (i) dividends paid in respect of shares of any class of the Corporation;
(ii) proceeds of redemption of shares of the Corporation; (iii) interest
paid on evidences of indebtedness of the Corporation; or (iv) optional cash
payments; be applied to the purchase from the Corporation of Common Shares;

(u)     "EFFECTIVE TIME" means the time at which articles of merger  were
accepted  for filing by the Secretary of State of the State of Montana with
respect to the merger of Gold Reserve  Corporation and GR Merger Corp., a
wholly-owned subsidiary of the Corporation, or at such later time as is
specified in such articles of merger, on February 4, 1999;

(v)     "ELECTION TO EXERCISE" shall have the meaning ascribed thereto in
Clause  2.2(d)(ii);

(w)     "EXEMPT ACQUISITION" means a share acquisition in respect of which
the Board  of Directors has waived the application of Section 3.1 pursuant to
the provisions of Subsection  5.1(b), (c) or (d);

(x)     "EXERCISE PRICE" shall mean, as of any date, the price at which a
holder may  purchase the securities issuable upon exercise of one whole Right
which, until adjustment thereof in  accordance with the terms hereof, shall be
$70.00;

(y)     "EXPANSION FACTOR" shall have the meaning ascribed thereto in
Clause  2.3(a)(x);

(z)     "EXPIRATION TIME" shall mean 5:00 p.m. Toronto time on June 30, 2006;

(aa)     "FLIP-IN EVENT" shall mean a transaction in or pursuant to which any
Person  becomes an Acquiring Person;

(bb)     "HOLDER" shall have the meaning ascribed thereto in Section 2.8;

(cc)     "INDEPENDENT SHAREHOLDERS" shall mean holders of Voting Shares,
other than:

          (i)     any Acquiring Person;
         (ii)     any Offeror, other than a Person referred to in Clause
1.1(g)(B);
        (iii)     any Affiliate or Associate of any Acquiring Person or
Offeror;
         (iv)     any Person acting jointly or in concert with any Acquiring
Person or Offeror; and
          (v)     any employee benefit plan, deferred profit sharing plan,
stock participation plan and any other similar plan or trust for the benefit
of employees of the Corporation or a Subsidiary of the Corporation, unless
the beneficiaries of the plan or trust direct the manner in  which the
Voting Shares are to be voted or direct whether the Voting Shares are to be
tendered to a Take-over Bid;

(dd)     "MARKET PRICE" per share of any securities on any date of
determination shall mean the average of the daily closing prices per share
of such securities (determined as described below) on each of the 20
consecutive Trading Days through and including the Trading Day immediately
preceding such date; provided, however, that if an event of a type analogous
to any of the events described in Section 2.3 hereof shall have caused the
closing prices used to determine the Market Price on any Trading Days not to
be fully comparable with the closing price on such date of determination or,
if the date of determination is not a Trading Day, on the immediately
preceding Trading Day, each such closing price so used shall be
appropriately adjusted in a manner analogous to the applicable adjustment
provided for in Section 2.3 hereof in order to make it fully comparable with
the closing price on such date of determination or, if the date of
determination is not a Trading Day, on the immediately preceding Trading
Day. The closing price per share of any securities on any date shall be:

        (i)    the closing board lot sale price or, in case no such sale
takes place on such  date, the average of the closing bid and asked prices
for each of such securities as reported by the  principal Canadian stock
exchange on which such securities are listed or admitted to trading;

       (ii)    if for any reason none of such prices is available on such day
or the securities are not listed or posted for trading on a Canadian stock
exchange, the last sale price or, in case no such sale takes place on such
date, the average of the closing bid and asked prices for each of such
securities as reported by the principal national United States securities
exchange or market on which such securities are listed or admitted to
trading;

      (iii)    if for any reason none of such prices is available on such day
or the  securities are not listed or admitted to trading on a Canadian stock
exchange or a national United States  securities exchange or market, the last
sale price or, in case no sale takes place on such date, the  average of the
high bid and low asked prices for each of such securities in the
over-the-counter  market, as quoted by any reporting system then in use; or

       (iv)    if for any reason none of such prices is available on such day
or the securities are not listed or admitted to trading on a Canadian stock
exchange or a national United States  securities exchange or market or quoted
by any such reporting system, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the securities;

provided, however, that if for any reason none of such prices is available on
such day, the closing price per share of such securities on such date means
the fair value per share of such securities on such date as determined by a
nationally or internationally recognized investment dealer or investment
banker with respect to the fair value per share of such securities. The
Market Price shall be expressed in Canadian dollars and, if initially
determined in respect of any day forming part of the 20 consecutive Trading
Day period in question in United States dollars, such amount shall be
translated into Canadian dollars on such date at the Canadian Dollar
Equivalent thereof.

(ee)     "1933 SECURITIES ACT" means the Securities Act of 1933 of the United
States,  as amended, and the rules and regulations thereunder as now in effect
or as the same may from time to  time be amended, re-enacted or replaced;

(ff)     "1934 EXCHANGE ACT" means the Securities Exchange Act of 1934 of the
United  States, as amended, and the rules and regulations thereunder as now in
effect or as the same may from  time to time be amended, re-enacted or
replaced;

(gg)     "NOMINEE" shall have the meaning ascribed thereto in Subsection
2.2(c);

(hh)     "OFFER TO ACQUIRE" shall include:

        (i)   an offer to purchase or a solicitation of an offer to sell; and
       (ii)   an acceptance of an offer to sell, whether or not such offer to
              sell has been solicited;
or any combination thereof, and the Person accepting an offer to sell shall
be deemed to be making an Offer to Acquire to the Person that made the offer
to sell;

(ii)     "OFFEROR" shall mean a Person who has announced an intention to make
or who is making a Take-over Bid;

(jj)     "PERMITTED BID" means a Take-over Bid made by an Offeror by way of
take-over bid circular which also complies with the following additional
provisions:

      (i)     the Take-over Bid is made to all holders of Voting Shares as
registered on  the books of the Corporation, other than the Offeror;
     (ii)     the Take-over Bid contains, and the take-up and payment for
securities tendered or deposited is subject to, an irrevocable and
unqualified provision that no Voting Shares will be taken up or paid for
pursuant to the Take-over Bid prior to the close of business on the date
which is not less than 60 days following the date of the Take-over Bid and
only if at such date more than 50 per cent of the Voting Shares held by
Independent Shareholders shall have been deposited or tendered pursuant to
the Take-over Bid and not withdrawn;
     (iii)    the Take-over Bid contains an irrevocable and unqualified
provision that unless the Take-over Bid is withdrawn, Voting Shares may be
deposited pursuant to such Take-over Bid at any time during the period of
time between the date of the Take-over Bid and the date on which Voting
Shares may be taken up and paid for and that any Voting Shares deposited
pursuant to the Take-over Bid may be withdrawn until taken up and paid for;
and
     (iv)     the Take-over Bid contains an irrevocable and unqualified
provision that if, on the date on which Voting Shares may be taken up and
paid for, more than 50% of the Voting Shares held by Independent
Shareholders shall have been deposited pursuant to the Take-over Bid and not
withdrawn, the Offeror will make a public announcement of that fact and the
Take- over Bid will remain open for deposits and tenders of Voting Shares for
not less than ten Business Days from the date of such public announcement;

(kk) "PERMITTED BID ACQUISITION" shall mean an acquisition of Voting Shares
made pursuant to a Permitted Bid or a Competing Permitted Bid;

(ll) "PERMITTED LOCK-UP AGREEMENT" shall mean an agreement between a
Person and one or more holders of Voting Shares pursuant to which such holders
(each a "Locked-Up Person") agree to deposit or tender Voting Shares to a
Take-over Bid (the "Lock-Up Bid") made or to be made by such Person or any
of such Persons Affiliates or Associates or any other Person with which
such Person is acting jointly or in concert, provided that:

     (i)    the terms of such agreement are reduced to writing and publicly
disclosed and a copy of such agreement is made available to the public
(including the Corporation) not later than the date of the Lock-Up Bid or,
if the Lock-Up Bid has been made prior to the date on which such agreement
is entered into, not later than the date of such agreement;

     (ii)   the agreement permits a Locked-Up Person to terminate its
obligation to deposit or tender Voting Shares to or not to withdraw such
Voting Shares from the Lock-Up Bid, and to terminate any obligation with
respect to the voting of such Voting Shares, in order to tender or deposit
the Voting Shares to another Take-over Bid or to support another transaction
where the price or value of the consideration per Voting Share offered under
such other Take-over Bid or transaction is:

           (A) greater than the price or value of the consideration per
Voting Share at which the Locked-Up Person has agreed to deposit or tender
Voting Shares to the Lock-Up Bid; or

           (B) equal to or greater than a minimum price or value specified in
the agreement, which specified minimum is not more than 7% higher than the
price or value of the consideration per Voting Share at which the Locked-Up
Person has agreed to deposit or tender Voting Shares to the Lock-Up Bid; and

    (iii)    no "break-up" fees, "top-up" fees, penalties, expenses or other
amounts that exceed in aggregate the greater of:

           (A) 2.5% of the price or value of the consideration payable under
the Lock-Up Bid to a Locked-Up Person; and

           (B) 50% of the amount by which the price or value of the
consideration received by a Locked-Up Person under another Take-over Bid or
transaction exceeds the price or value of the consideration that the
Locked-Up Person would have received under the Lock- Up Bid,

shall be payable by such Locked-Up Person if the Locked-Up Person fails to
deposit or tender Voting Shares to the Lock-Up Bid, withdraws Voting Shares
previously tendered thereto or supports another transaction;

(mm) "PERSON" shall include an individual, body corporate, firm,
partnership, limited partnership, limited liability company, syndicate or
other form of unincorporated association, trust, trustee, executor,
administrator, legal personal representative, group, unincorporated
organization, a government and its agencies or instrumentalities, any
entity or group whether or not having legal personality;

(nn)     "PRO RATA ACQUISITION" shall mean an acquisition by a Person of
Voting Shares pursuant to:

       (i)   a Dividend Reinvestment Acquisition;
      (ii)   a stock dividend, stock split or other event in respect of
securities of the Corporation of one or more particular classes or series
pursuant to which such Person becomes the Beneficial Owner of Voting Shares
on the same pro rata basis as all other holders of securities of the
particular class, classes or series;
     (iii)   the acquisition or the exercise by the Person of rights to
purchase Voting Shares issued by the Corporation to all holders of
securities of the Corporation of one or more particular classes or series
pursuant to a rights offering or pursuant to a prospectus, provided that
such rights are acquired directly from the Corporation and not from any other
Person; or
     (iv)    a distribution of Voting Shares, or securities convertible into
or exchangeable for Voting Shares (and the conversion or exchange of such
convertible or exchangeable securities), made pursuant to a prospectus or by
way of a private placement by the Corporation provided that the  Person does
not thereby acquire beneficial ownership of a greater percentage of such
Voting  Shares or securities convertible into or exchangeable for Voting
Shares so offered than the Person's  percentage of Voting Shares beneficially
owned immediately prior to such acquisition ;

(oo)     "RECORD TIME" has the meaning set forth in the recitals hereto;

(pp)     "REORGANIZATION" shall mean the merger of GR Merger Corp. with and
into Gold Reserve Corporation, pursuant to which the Company will become the
parent of Gold Reserve Corporation;

(qq)     "RIGHT" means a right to purchase a Class A Share of the
Corporation, upon the terms and subject to the conditions set forth in this
Agreement;

(rr)     "RIGHTS CERTIFICATE" means the certificates representing the Rights
after the Separation Time, which shall be substantially in the form attached
hereto as Attachment 1;

(ss)     "RIGHTS REGISTER" shall have the meaning ascribed thereto in
Subsection  2.6(a);

(tt)     "SECURITIES ACT (ONTARIO)" shall mean the Securities Act, R.S.O.
1990, c.S.5, as amended, and the regulations thereunder, and any comparable
or successor laws or regulations thereto;

(uu)     "SEPARATION TIME" shall mean, subject to Sub-section 5.1(d), the
later of

       (i)  the close of business on the tenth Trading Day after the
earlier of:

            (A)  the Stock Acquisition Date; and
            (B)  the date of the commencement of or first public announcement
of the intent of any Person (other than the Corporation or any Subsidiary of
the Corporation) to commence a Take-over Bid (other than a Permitted Bid or
a Competing Permitted Bid), or such later time as may be determined by the
Board of Directors, provided that, if any Take-over Bid referred to in
clause (B) above expires, is not made, is canceled, terminated or otherwise
withdrawn prior to the Separation Time, such Take-over Bid shall be deemed,
for the purposes of this definition, never to have been commenced, made or
announced; and

     (ii)     the Record Time;

(vv)     "SHARE CAPITAL INCREASE APPROVAL" shall have the meaning ascribed
thereto in  Section 5.15;

(ww)     "STOCK ACQUISITION DATE" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to  Section 101 of the Securities Act
(Ontario) or Section 13(d) of the 1934 Exchange Act) by the Corporation or
an  Acquiring Person of facts indicating that a Person has become an
Acquiring Person;

(xx)     "SUBSIDIARY": a corporation shall be deemed to be a Subsidiary of
another corporation if:

     (i)   it is controlled by:
     (ii)  that other; or
     (iii) that other and one or more corporations each of which is
controlled by that  other; or (iv) two or more corporations each of which is
controlled by that other; or (v) it is a Subsidiary of a corporation that is
that other's Subsidiary;

(yy)     "TAKE-OVER BID" shall mean an Offer to Acquire Voting Shares or
other  securities of the Corporation, if, assuming that the Voting Shares or
other securities subject to the Offer to  Acquire are acquired at the date of
such Offer to Acquire by the Person making such Offer to Acquire, the  Voting
Shares Beneficially Owned by the Person making the Offer to Acquire would
constitute in the aggregate  20 per cent or more of the outstanding Voting
Shares at the date of the Offer to Acquire;

(zz)     "TRADING DAY", when used with respect to any securities, shall mean
a day on  which the principal Canadian stock exchange on which such
securities are listed or admitted to trading  is open for the transaction of
business or, if the securities are not listed or admitted to  trading on any
Canadian stock  exchange, a Business Day;

(aaa)      "U.S.-CANADIAN EXCHANGE RATE" means, on any date: (i) if on such
date the Bank of Canada sets an average noon spot rate of exchange for the
conversion of one United States dollar into Canadian dollars, such rate; and
(ii) in any other case, the rate for such date for the conversion of one
United  States dollar into Canadian dollars calculated in such manner as may
be determined by the Board of Directors from time to time acting in good
faith;

(bbb)  "U.S. DOLLAR EQUIVALENT" of any amount which is expressed in Canadian
dollars means, on any date, the United States dollar equivalent of such
amount determined by multiplying such amount by the Canadian-U.S. Exchange
Rate in effect on such date;

(ccc)      "VOTING SHARE REDUCTION" shall mean an acquisition or redemption
by the  Corporation of Voting Shares which, by reducing the number of Voting
Shares outstanding, increases the percentage of outstanding Voting Shares
Beneficially Owned by any person to 20 per cent or more  of the Voting
Shares  then outstanding; and

(ddd)  "VOTING SHARES" shall mean the Common Shares of the Corporation and
any other shares in the capital of the Corporation entitled to vote
generally in the election of all directors.

(eee)      "YUKON BUSINESS CORPORATIONS ACT" means the Yukon Business
Corporations Act (Yukon), as amended, and the regulations made thereunder
and any comparable or successor laws or regulations thereto.

1.2     Currency

All sums of money which are referred to in this Agreement are expressed in
lawful  money of Canada, unless otherwise specified.

1.3      Headings

The division of this Agreement into Articles, Sections, Subsections,
Clauses, Paragraphs, Subparagraphs or other portions hereof and the
insertion of headings, subheadings and a table of contents are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

1.4      Calculation of Number and Percentage of Beneficial Ownership of
Outstanding Voting Shares

(a)     For purposes of this Agreement, in determining the percentage of
outstanding Voting Shares of the Corporation with respect to which a Person
is or is deemed to be the Beneficial  Owner, all unissued Voting Shares of
the Corporation of which such person is deemed to be the Beneficial Owner
shall be deemed to be outstanding.

(b)     For purposes of this Agreement, the percentage of Voting Shares
Beneficially  Owned by any Person shall be and be deemed to be the product
(expressed as a percentage) determined by the  formula:

          100 x A/B

where:

           A=     the number of votes for the election of all directors
generally attaching to the Voting Shares Beneficially Owned by such Person;
and

           B=     the number of votes for the election of all directors
generally attaching to all outstanding Voting Shares.

   The percentage of outstanding Voting Shares represented by any particular
group of Voting Shares acquired or held by any Person shall be determined in
like manner mutatis mutandis.

1.5     Acting Jointly or in Concert

For purposes of this Agreement a Person is acting jointly or in concert
with another Person, if such Person has any agreement, commitment,
arrangement or understanding, whether formal or informal and whether or not
in writing, with such  other Person for the purpose of acquiring or Offering
to Acquire any Voting Shares (other than (x) customary agreements with and
between underwriters and/or banking group members and/or selling group
members with respect to a distribution of securities by the Corporation,
(y) pledges of securities in the ordinary course of business, and (z)
Permitted Lock-Up Agreements).

1.6     Generally Accepted Accounting Principles

Wherever in this Agreement reference is made to generally accepted
accounting principles, such reference shall be deemed to be generally
accepted accounting principles followed in Canada applicable on a
consolidated basis (unless  otherwise specifically provided herein to be
applicable on an unconsolidated  basis) as at the date on which a calculation
is  made or required to be made in accordance with generally accepted
accounting principles. Where the character or amount of any asset or
liability or item of revenue or expense is required to be determined, or any
consolidation or other accounting computation is required to be made for the
purpose of this Agreement or any document, such determination or
calculation shall, to the extent applicable and except as otherwise
specified herein or as otherwise agreed in writing by the parties, be made
in accordance with generally accepted accounting principles applied on a
consistent basis.

1.7     Successor Rights Agent and Restatement

Effective March 16, 2001, Computershare was appointed as the successor to
Montreal Trust Company of Canada as Rights Agent under this Agreement.  All
references to the "Rights Agent" in this  Agreement for any time prior to the
effective time of such appointment shall be taken to be references to
Montreal Trust and all such references for any time after the effective
time of such appointment shall be taken to be references to Computershare.
This Agreement has been amended and restated effective March 14, 2003.
Notwithstanding such amendment and restatement, this Agreement shall be
dated as of October 5, 1998 and shall be considered to speak as of October
5, 1998 except where otherwise specifically provided or where the context
otherwise requires.


ARTICLE 2

THE RIGHTS

2.1     Legend on Share Certificates

Certificates representing Common Shares which are issued after the Record
Time but  prior to the earlier of the Separation Time and the Expiration
Time, shall also evidence one Right for each Common Share represented
thereby until the earlier of the Separation Time or the Expiration Time and
the Corporation shall cause such certificates to have impressed thereon,
printed thereon, written thereon or otherwise affixed to them the following
legend:

Until the close of business on the earlier of the Separation Time or the
Expiration Time (as both terms are defined  in the Shareholder Rights
Agreement referred to below), this certificate also  evidences rights of the
holder described  in a Shareholder Rights Plan Agreement dated as of October
5, 1998 (the  "Shareholder Rights Agreement") between  Gold Reserve Inc. (the
"Corporation") and  Computershare Trust Company of Canada,  as supplemented
and  amended, the terms of which are incorporated herein by reference and a
copy of  which is on file at the principal executive offices of the
Corporation. Under certain circumstances set out in the  Shareholder Rights
Agreement, the rights may be terminated, may expire, may become null and void
(if, in certain  cases they are "Beneficially Owned" by an "Acquiring Person"
as such terms are defined in the Shareholder Rights  Agreement, whether
currently held by or on behalf of such Person or a subsequent holder) or may
be evidenced by  separate certificates and no longer evidenced by this
certificate. The Corporation will mail or arrange for the  mailing of a copy
of the Shareholder Rights Agreement to the holder of this certificate without
charge as soon as  practicable after the receipt of a written  request
therefor.

Provided that the Record Time occurs prior to the Separation Time,
certificates  representing Common Shares that are issued and outstanding at
the Record Time shall also evidence one Right for  each Common Share
represented thereby notwithstanding the absence of the foregoing legend,
until the close of business  on the earlier of the Separation Time and the
Expiration Time.


2.2     Initial Exercise Price; Exercise of Rights; Detachment of Rights

(a)     Subject to adjustment as herein set forth, each Right will entitle
the holder thereof, from and after the Separation Time and prior to the
Expiration Time, to purchase one Class A Share  for the Exercise Price or the
U.S. Dollar Equivalent as at the Business Day immediately preceding the day
of  exercise of the Right (and the Exercise Price and number of Class A
Shares are subject to adjustment as  set forth below).

(b)     Until the Separation Time,

        (i)     the Rights shall not be exercisable and no Right may be
exercised; and
        (ii)     provided the Record Time occurs prior to the Separation
Time, each Right,  when issued, will be evidenced by the certificate for the
associated Common Share of the Corporation  registered in the name of the
holder thereof (which certificate shall also be deemed to represent a  Rights
Certificate) and will be transferable only together with, and will be
transferred by a transfer  of, such associated Common Share of the
Corporation.

(c)     From and after the Separation Time and prior to the Expiration Time:

       (i)     the Rights shall be exercisable; and

      (ii)     the registration and transfer of Rights shall be separate from
and independent of Common Shares. Promptly following the Separation Time,
the Corporation will prepare and the  Rights Agent will  mail to each holder
of record of Common Shares as of the Separation Time (other than an Acquiring
Person and, in respect of any Rights Beneficially Owned by such Acquiring
Person which are not held of record by such Acquiring Person, the holder of
record of such Rights (a "Nominee")), at such holder's address as shown by
the records of the Corporation (the Corporation hereby agreeing to furnish
copies of such records to the Rights Agent for this purpose):

              (x)     a Rights Certificate appropriately completed,
representing the number of  Rights held by such holder at the Separation Time
and having such marks of identification or  designation and such legends,
summaries or endorsements printed thereon as the  Corporation may deem
appropriate and as are not inconsistent with the provisions  of this
Agreement, or as may be required to comply with any law, rule or regulation
or  with any rule or regulation of any self-regulatory organization, stock
exchange or  quotation system on which the Rights may from time to time be
listed or traded, or to conform to  usage; and

              (y)     a disclosure statement describing the Rights, provided
that a Nominee shall  be sent the materials provided for in (x) and (y) only
in respect of all Common Shares held of record by it which are not
Beneficially Owned by an Acquiring Person.

(d)     Rights may be exercised, in whole or in part, on any Business Day
after the  Separation Time and prior to the Expiration Time by submitting to
the Rights Agent at its office in Toronto,  Ontario or any other office of
the Rights Agent (or any Co-Rights Agent) in cities designated from time to
time for that purpose by the Corporation:

      (i)      the Rights Certificate evidencing such Rights;
      (ii)     an election to exercise such Rights (an "Election to
Exercise") substantially  in the form attached to the Rights Certificate
appropriately completed and executed by the holder or his  executors or
administrators or other personal representatives or his or their legal
attorney  duly appointed by an instrument in writing in form and executed in
a manner satisfactory to the Rights  Agent; and
     (iii)     payment by certified cheque, banker's draft or money order
payable to the order of the Corporation, of a sum equal to the Exercise
Price multiplied by the number of  Rights being exercised and a sum
sufficient to cover any transfer tax or charge which may be  payable in
respect of any transfer involved in the transfer or delivery of Rights
Certificates or the  issuance or delivery of certificates for Class A Shares
in a name other than that of the holder of the  Rights being exercised.

(e)     Upon receipt of a Rights Certificate, together with a completed
Election to  Exercise executed in accordance with Clause 2.2(d)(ii), which
does not indicate that such Right is null and void  as provided by Subsection
3.1(b), and payment as set forth in Clause 2.2(d)(iii), the Rights Agent
(unless  otherwise instructed by the Corporation in the event that the
Corporation is of the opinion that the Rights  cannot be exercised in
accordance with this Agreement) will thereupon promptly:

      (i)     requisition from the transfer agent certificates representing
the number of  such Class A Shares to be purchased (the Corporation hereby
irrevocably authorizing its transfer agent to  comply with all such
requisitions);

     (ii)     when appropriate, requisition from the Corporation the amount
of cash to be  paid in lieu of issuing fractional Class A Shares;

     (iii)     after receipt of the certificates referred to in Clause
2.2(e)(i), deliver  the same to or upon the order of the registered holder of
such Rights Certificates, registered in such name or  names as may be
designated by such holder;

    (iv)     when appropriate, after receipt, deliver the cash referred to in
Clause  2.2(e)(ii) to or to the order of the registered holder of such Rights
Certificate; and

     (v)     remit to the Corporation all payments received on the exercise
of Rights.

(f)     In case the holder of any Rights shall exercise less than all the
Rights  evidenced by such holder's Rights Certificate, a new Rights
Certificate evidencing the Rights remaining unexercised  (subject to the
provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such
holder or to such  holder's duly authorized assigns.

(g)     The Corporation covenants and agrees that it will:

      (i)     take all such action as may be necessary and within its power
to ensure that  all Class A Shares delivered upon exercise of Rights shall,
at the time of delivery of the  certificates for such Class A Shares (subject
to payment of the Exercise Price), be duly and validly authorized,  executed,
issued and delivered as fully paid and non-assessable;

     (ii)     take all such action as may be necessary and within its power
to comply with  the requirements of the YUKON BUSINESS CORPORATIONS ACT,
the SECURITIES ACT (ONTARIO) and the  securities laws or comparable
legislation of each of the provinces of Canada, the  1993 SECURITIES ACT and
the 1934 EXCHANGE ACT and any other applicable law, rule or regulation, in
connection with the issuance and delivery of the Rights  Certificates and the
issuance of any Class A Shares upon exercise of Rights;

    (iii)     use reasonable efforts to cause all Class A Shares issued upon
exercise of  Rights to be listed on the stock exchanges and markets on which
such Class A Shares were traded  immediately prior to the Stock Acquisition
Date;

    (iv)      pay when due and payable, if applicable, any and all federal,
provincial and  municipal transfer taxes and charges (not including any
income or capital taxes of the holder or exercising holder or any liability
of the Corporation to withhold tax) which may be payable in respect of the
original issuance or delivery of the Rights Certificates, or certificates for
Class A Shares to be issued upon exercise of any Rights, provided that the
Corporation shall not be required to pay any transfer tax or charge which
may be payable in respect of any transfer involved in the transfer or
delivery of Rights Certificates or the issuance or delivery of certificates
for Class A Shares in a name other than that of the holder of the Rights
being transferred or exercised; and

     (v)      after the Separation Time, except as permitted by Sections 5.1
and 5.4, not take (or permit any Subsidiary to take) any action if at the
time such action is taken it is reasonably foreseeable that such action will
diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.

2.3     Adjustments to Exercise Price; Number of Rights

The Exercise Price, the number and kind of securities subject to purchase
upon  exercise of each Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 2.3.

(a)     In the event the Corporation shall at any time after the Agreement
Date:
      (i)     declare or pay a dividend on Common Shares payable in Common
Shares (or other securities exchangeable for or convertible into or giving a
right to acquire Common Shares or  other securities of the Corporation) other
than pursuant to any Dividend Reinvestment Plan;
     (ii)     subdivide or change the then outstanding Common Shares into a
greater number of Common Shares;
    (iii)     consolidate or change the then outstanding Common Shares into a
smaller number of Common Shares; or
     (iv)         issue any Common Shares (or other securities exchangeable
for or convertible into or giving a right to acquire Common Shares or other
securities of the Corporation) in respect of, in lieu of or in exchange for
existing Common Shares except as otherwise provided in this Section 2.3, the
Exercise Price and the number of Rights outstanding, or, if the payment or
effective date therefor shall occur after the Separation Time, the securities
purchasable upon exercise of Rights shall be adjusted as of the payment or
effective date in the manner set forth below.  If the Exercise Price and
number of Rights outstanding are to be adjusted:

     (x)     the Exercise Price in effect after such adjustment will be equal
to the  Exercise Price in effect immediately prior to such adjustment divided
by the number of Common Shares (or other capital stock) (the "Expansion
Factor") that a holder of one Common Share immediately prior to such
dividend, subdivision, change, consolidation or issuance would hold
thereafter as a result thereof; and

     (y)     each Right held prior to such adjustment will become that number
of Rights equal to the Expansion Factor,

and the adjusted number of Rights will be deemed to be distributed among
the Common Shares with respect to which the original Rights were associated
(if they remain outstanding) and the shares issued in respect of such
dividend, subdivision, change, consolidation or issuance, so that each such
Common Share (or other capital stock) will have exactly one Right associated
with it.

For greater certainty, if the securities purchasable upon exercise of Rights
are  to be adjusted, the securities purchasable upon exercise of each Right
after such adjustment will be the  securities that a holder of the securities
purchasable upon exercise of one Right immediately prior to such  dividend,
subdivision, change, consolidation or issuance would hold thereafter as a
result of such dividend, subdivision, change, consolidation or issuance.

If, after the Record Time and prior to the Expiration Time, the Corporation
shall  issue any shares of capital stock other than Common Shares in a
transaction of a type described in Clause  2.3(a)(i) or (iv), shares of such
capital stock shall be treated herein as nearly equivalent to Common Shares
as may be practicable and appropriate under the circumstances and the
Corporation and the Rights Agent agree  to amend this Agreement in order to
effect such treatment. In the event the Corporation shall at  any time after
the Record Time and prior to the Separation Time issue any Common Shares
otherwise than in a  transaction referred to in this Subsection 2.3(a), each
such Common Share so issued shall automatically  have one new Right
associated with it, which Right shall be evidenced by the certificate
representing  such associated Common Share.

(b)     In the event the Corporation shall at any time after the Record Time
and  prior to the Separation Time fix a  record date for the issuance of
rights, options or warrants to all holders of  Common Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Common  Shares (or securities convertible into or
exchangeable for or carrying a right to  purchase Common Shares) at  a price
per Common Share (or, if a security convertible into or exchangeable for  or
carrying a right to  purchase or subscribe for Common Shares, having a
conversion, exchange or exercise  price, including the  price required to be
paid to purchase such convertible or exchangeable security or  right per
share) less than  the Market Price per Common Share on such record date, the
Exercise Price to be in  effect after such record  date shall be determined
by multiplying the Exercise Price in effect immediately  prior to such record
date  by a fraction:

      (i)     the numerator of which shall be the number of Common Shares
outstanding on  such record date  plus the number of Common Shares that the
aggregate offering price of the total  number of  Common Shares so to be
offered (and/or the aggregate initial conversion, exchange  or exercise
price of the convertible or exchangeable securities or rights so to be
offered,  including the price  required to be paid to purchase such
convertible or exchangeable securities or  rights) would  purchase at such
Market Price per Common Share; and

     (ii)     the denominator of which shall be the number of Common Shares
outstanding on  such record date  plus the number of additional Common Shares
to be offered for subscription or  purchase (or into  which the convertible or
exchangeable securities or rights so to be offered are  initially
convertible,  exchangeable or exercisable).

In case such subscription price may be paid by delivery of consideration,
part or  all of which may be in a  form other than cash, the value of such
consideration shall be as determined in  good faith by the Board of
Directors, whose determination shall be described in a statement filed with
the  Rights Agent and shall be  binding on the Rights Agent and the holders
of Rights. Such adjustment shall be  made successively  whenever such a
record date is fixed, and in the event that such rights, options  or warrants
are not so  issued, or if issued, are not exercised prior to the expiration
thereof, the  Exercise Price shall be readjusted  to the Exercise Price which
would then be in effect if such record date had not  been fixed, or to the
Exercise Price which would be in effect based upon the number of Common
Shares (or  securities  convertible into, or exchangeable or exercisable for
Common Shares) actually  issued upon the exercise of  such rights, options or
warrants, as the case may be.

For purposes of this Agreement, the granting of the right to purchase
Common  Shares from treasury  pursuant to the Dividend Reinvestment Plan or
any employee benefit, stock option  or similar plans shall  be deemed not to
constitute an issue of rights, options or warrants by the  Corporation;
provided, however,  that, in all such cases, the right to purchase Common
Shares is at a price per  share of not less than 90 per  cent of the current
market price per share (determined as provided in such plans)  of the Common
Shares.

(c)     In the event the Corporation shall at any time after the Record Time
and  prior to the Separation Time fix a  record date for the making of a
distribution to all holders of Common Shares  (including any such
distribution made in connection with a merger or amalgamation) of evidences
of  indebtedness, cash (other  than an annual cash dividend or a dividend
paid in Common Shares, but including  any dividend payable in  securities
other than Common Shares), assets or rights, options or warrants  (excluding
those referred to in  Subsection 2.3(b)) to purchase Common Shares at a price
per Common Share that is  less than the Market  Price per Common Share on such
record date, the Exercise Price to be in effect  after such record date
shall  be determined by multiplying the Exercise Price in effect immediately
prior to  such record date by a  fraction:

      (i)     the numerator of which shall be the Market Price per Common
Share on such  record date, less the  fair market value (the determination of
which shall be described in a statement  filed with the  Rights Agent and
shall be binding on the Rights Agent and the holders of Rights),  on a per
share  basis, of the portion of the cash, assets, evidences of indebtedness,
rights,  options or warrants so  to be distributed; and

     (ii)     the denominator of which shall be such Market Price per Common
Share.  Such adjustments shall be made successively whenever such a record
date is fixed,  and in the event that  such a distribution is not so made,
the Exercise Price shall be adjusted to be the  Exercise Price which  would
have been in effect if such record date had not been fixed.

(d)     Notwithstanding anything herein to the contrary, no adjustment in
the  Exercise Price shall be required  unless such adjustment would require
an increase or decrease of at least one per  cent in the Exercise Price;
provided, however, that any adjustments which by reason of this Subsection
2.3(d)  are not required to be  made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations under  Section 2.3
shall be made to the nearest cent or to the nearest ten-thousandth of  a
share. Notwithstanding  the first sentence of this Subsection 2.3(d), any
adjustment required by Section  2.3 shall be made no later  than the earlier
of:

      (i)     three years from the date of the transaction which gives rise
to such  adjustment; or

     (ii)     the Expiration Time.

(e)     In the event the Corporation shall at any time after the Record Time
and  prior to the Separation Time issue  any shares of capital stock (other
than Common Shares), or rights, options or  warrants to subscribe for or
purchase any such capital stock, or securities convertible into or
exchangeable  for any such capital stock, in  a transaction referred to in
Clause 2.3(a)(i) or (iv), if the Board of Directors  acting in good faith
determines  that the adjustments contemplated by Subsections 2.3(a), (b) and
(c) in connection  with such transaction  will not appropriately protect the
interests of the holders of Rights, the Board  of Directors may determine
what other adjustments to the Exercise Price, number of Rights and/or
securities  purchasable upon exercise  of Rights would be appropriate and,
notwithstanding Subsections 2.3(a), (b) and  (c), such adjustments,  rather
than the adjustments contemplated by Subsections 2.3(a), (b) and (c), shall
be made. Subject to  Subsection 5.4(b) and (c), the Corporation and the
Rights Agent shall have  authority without the approval  of the holders of
the Common Shares or the holders of Rights to amend this  Agreement as
appropriate to  provide for such adjustments.

(f)     Each Right originally issued by the Corporation subsequent to any
adjustment  made to the Exercise Price  hereunder shall evidence the right to
purchase, at the adjusted Exercise Price,  the number of Class A Shares
purchasable from time to time hereunder upon exercise of a Right immediately
prior  to such issue, all  subject to further adjustment as provided herein.

(g)     Irrespective of any adjustment or change in the Exercise Price or the
number  of Class A Shares issuable  upon the exercise of the Rights, the
Rights Certificates theretofore and  thereafter issued may continue to
express the Exercise Price per Class A Share and the number of Class A
Shares  which were expressed in  the initial Rights Certificates issued
hereunder.

(h)     In any case in which this Section 2.3 shall require that an
adjustment in the  Exercise Price be made  effective as of a record date for
a specified event, the Corporation may elect to  defer until the occurrence
of  such event the issuance to the holder of any Right exercised after such
record  date the number of Class A  Shares and other securities of the
Corporation, if any, issuable upon such  exercise over and above the  number
of Class A Shares and other securities of the Corporation, if any, issuable
upon such exercise on  the basis of the Exercise Price in effect prior to
such adjustment; provided,  however, that the Corporation  shall deliver to
such holder an appropriate instrument evidencing such holder's  right to
receive such  additional shares (fractional or otherwise) or other securities
upon the  occurrence of the event requiring such  adjustment.

(i)     Notwithstanding anything contained in this Section 2.3 to the
contrary, the  Corporation shall be entitled to  make such reductions in the
Exercise Price, in addition to those adjustments  expressly required by
this  Section 2.3, as and to the extent that in their good faith judgment the
Board of  Directors shall determine to  be advisable, in order that any:

               (i)     consolidation or subdivision of Common Shares;
              (ii)     issuance (wholly or in part for cash) of Common Shares
or securities that by their terms are convertible into or exchangeable for
Common Shares;
             (iii)     stock dividends; or

             (iv)     issuance of rights, options or warrants referred to in
this Section 2.3, hereafter made by the Corporation to holders of its Common
Shares, subject to applicable taxation laws, shall not be taxable to such
shareholders or shall subject such shareholders to a lesser amount of tax.

(j)     The Rights Agent shall be entitled to rely on any certificate
received from the Corporation stating that any of the events giving rise to
an adjustment required by this section 2.3 has occurred.

2.4     Date on Which Exercise Is Effective

Each Person in whose name any certificate for Class A Shares or other
securities,  if applicable, is issued upon the  exercise of Rights shall for
all purposes be deemed to have become the holder of  record of the Class A
Shares or other  securities, if applicable, represented thereon, and such
certificate shall be  dated the date upon which the Rights Certificate
evidencing such Rights was duly surrendered in accordance with Subsection
2.2(d)  (together with a duly completed Election  to Exercise) and payment of
the Exercise Price for such Rights (and any applicable  transfer taxes and
other governmental  charges payable by the exercising holder hereunder) was
made; provided, however,  that if the date of such surrender and  payment is
a date upon which the Class A Share transfer books of the Corporation  are
closed, such Person shall be deemed  to have become the record holder of such
shares on, and such certificate shall be  dated, the next succeeding Business
Day on  which the Class A Share transfer books of the Corporation are open.

2.5     Execution, Authentication, Delivery and Dating of Rights
Certificates

(a)     The Rights Certificates shall be executed on behalf of the
Corporation by its  Chairman of the Board,  President or any Vice-President
and by its Corporate Secretary or any Assistant  Secretary under the
corporate seal of the Corporation reproduced thereon. The signature of any
of  these officers on the Rights  Certificates may be manual or facsimile.
Rights Certificates bearing the manual or  facsimile signatures of
individuals who were at any time the proper officers of the Corporation shall
bind  the Corporation,  notwithstanding that such individuals or any of them
have ceased to hold such  offices either before or after  the
countersignature and delivery of such Rights Certificates.

(b)     Promptly after the Corporation learns of the Separation Time, the
Corporation  will notify the Rights Agent  of such Separation Time and will
deliver Rights Certificates executed by the  Corporation to the Rights  Agent
for countersignature, and the Rights Agent shall manually countersign (in a
manner satisfactory to  the Corporation) and send such Rights Certificates to
the holders of the Rights  pursuant to Subsection  2.2(c) hereof. No Rights
Certificate shall be valid for any purpose until  countersigned by the Rights
Agent  as aforesaid.

(c)     Each Rights Certificate shall be dated the date of countersignature
thereof.

2.6     Registration, Transfer and Exchange

(a)     The Corporation will cause to be kept a register (the "Rights
Register") in  which, subject to such  reasonable regulations as it may
prescribe, the Corporation will provide for the  registration and transfer
of  Rights. The Rights Agent is hereby appointed, effective from and after
the  Separation Time, registrar for  the Rights (the "Rights Registrar") for
the purpose of maintaining the Rights  Register for the Corporation  and
registering Rights and transfers of Rights as herein provided and the
Rights  Agent hereby accepts such  appointment. In the event that the Rights
Agent shall cease to be the Rights  Registrar, the Rights Agent  will have
the right to examine the Rights Register at all reasonable times.  After the
Separation Time and prior to the Expiration Time, upon surrender for
registration of transfer or  exchange of any Rights Certificate, and subject
to the provisions of Subsection  2.6(c), the Corporation will  execute, and
the Rights Agent will manually countersign and deliver, in the name  of the
holder or the  designated transferee or transferees, as required pursuant to
the holder's  instructions, one or more new  Rights Certificates evidencing
the same aggregate number of Rights as did the  Rights Certificates so
surrendered.

(b)     All Rights issued upon any registration of transfer or exchange of
Rights  Certificates shall be the valid  obligations of the Corporation, and
such Rights shall be entitled to the same  benefits under this Agreement  as
the Rights surrendered upon such registration of transfer or exchange.

(c)     Every Rights Certificate surrendered for registration of transfer or
exchange  shall be duly endorsed, or be  accompanied by a written instrument
of transfer in form satisfactory to the  Corporation or the Rights  Agent, as
the case may be, duly executed by the holder thereof or such holder's
attorney duly authorized in  writing. As a condition to the issuance of any
new Rights Certificate under this  Section 2.6, the  Corporation may require
the payment of a sum sufficient to cover any tax or other  governmental
charge that  may be imposed in relation thereto and any other expenses
(including the  reasonable fees and expenses of  the Rights Agent) connected
therewith.

2.7     Mutilated, Destroyed, Lost and Stolen Rights Certificates

(a)     If any mutilated Rights Certificate is surrendered to the Rights
Agent prior  to the Expiration Time, the  Corporation shall execute and the
Rights Agent shall countersign and deliver in  exchange therefor a new
Rights Certificate evidencing the same number of Rights as did the Rights
Certificate so surrendered.

(b)     If there shall be delivered to the Corporation and the Rights Agent
prior to  the Expiration Time:

      (i)     evidence to their reasonable satisfaction of the destruction,
loss or theft  of any Rights Certificate;  and

     (ii)     such security or indemnity as may be reasonably required by
them to save each  of them and any of  their agents harmless, then, in the
absence of notice to the Corporation or the  Rights Agent that  such Rights
Certificate has been acquired by a bona fide purchaser, the  Corporation
shall execute  and upon the Corporation's request the Rights Agent shall
countersign and deliver,  in lieu of any  such destroyed, lost or stolen
Rights Certificate, a new Rights Certificate  evidencing the same  number of
Rights as did the Rights Certificate so destroyed, lost or stolen.

(c)     As a condition to the issuance of any new Rights Certificate under
this  Section 2.7, the Corporation may  require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be
imposed  in relation thereto and any other expenses (including the reasonable
fees and  expenses of the Rights Agent)  connected therewith.

(d)     Every new Rights Certificate issued pursuant to this Section 2.7 in
lieu of  any destroyed, lost or stolen  Rights Certificate shall evidence the
contractual obligation of the Corporation,  whether or not the  destroyed,
lost or stolen Rights Certificate shall be at any time enforceable by
anyone, and shall be entitled  to all the benefits of this Agreement equally
and proportionately with any and all  other Rights duly issued  hereunder.

2.8     Persons Deemed Owners of Rights

The Corporation, the Rights Agent and any agent of the Corporation or the
Rights  Agent may deem and treat the  Person in whose name a Rights
Certificate (or, prior to the Separation Time, the  associated Common Share
certificate) is  registered as the absolute owner thereof and of the Rights
evidenced thereby for  all purposes whatsoever. As used in this  Agreement,
unless the context otherwise requires, the term "holder" of any Right  shall
mean the registered holder of such  Right (or, from and after the Record Time
and prior to the Separation Time, the  registered holder of the associated
Common  Share).

2.9     Delivery and Cancellation of Certificates  All Rights Certificates
surrendered upon exercise or for redemption, registration  of transfer or
exchange shall, if  surrendered to any Person other than the Rights Agent, be
delivered to the Rights  Agent and, in any case, shall be promptly  canceled
by the Rights Agent. The Corporation may at any time deliver to the  Rights
Agent for cancellation any Rights  Certificates previously countersigned and
delivered hereunder which the  Corporation may have acquired in any manner
whatsoever, and all Rights Certificates so delivered shall be promptly
canceled by  the Rights Agent. No Rights Certificate  shall be countersigned
in lieu of or in exchange for any Rights Certificates  canceled as provided
in this Section 2.9, except as  expressly permitted by this Agreement. The
Rights Agent shall, subject to  applicable laws, destroy all canceled
Rights  Certificates and deliver a certificate of destruction to the
Corporation.

2.10     Agreement of Rights Holders

Every holder of Rights, by accepting the same, consents and agrees with the
Corporation and the Rights Agent and  with every other holder of Rights:

(a)     to be bound by and subject to the provisions of this Agreement, as
amended  from time to time in  accordance with the terms hereof, in respect
of all Rights held;

(b)     that, provided the Separation Time follows the Record Time, from and
after  the Record Time and prior to  the Separation Time, each Right will be
transferable only together with, and will  be transferred by a  transfer of,
the associated Common Share certificate representing such Right;

(c)     that after the Separation Time, the Rights Certificates will be
transferable  only on the Rights Register as  provided herein;

(d)     that prior to due presentment of a Rights Certificate (or, from and
after the  Record Time and prior to the  Separation Time, the associated
Common Share certificate) for registration of  transfer, the Corporation,
the  Rights Agent and any agent of the Corporation or the Rights Agent may
deem and  treat the Person in  whose name the Rights Certificate (or, prior
to the Separation Time, the  associated Common Share  certificate) is
registered as the absolute owner thereof and of the Rights  evidenced thereby
(notwithstanding  any notations of ownership or writing on such Rights
Certificate or the associated  Common Share  certificate made by anyone other
than the Corporation or the Rights Agent) for all  purposes whatsoever,  and
neither the Corporation nor the Rights Agent shall be affected by any
notice  to the contrary;

(e)     that such holder of Rights has waived his right to receive any
fractional  Rights or any fractional shares or  other securities upon
exercise of a Right (except as provided herein); and

(f)     that, without the approval of any holder of Rights or Voting Shares
and upon  the sole authority of the  Board of Directors, acting in good
faith, this Agreement may be supplemented or  amended from time to  time
pursuant to and as provided herein.

2.11     Rights Certificate Holder Not Deemed a Shareholder

No holder, as such, of any Rights or Rights Certificate shall be entitled to
vote,  receive dividends or be deemed for  any purpose whatsoever the holder
of any Class A Share or any other share or  security of the Corporation which
may at any  time be issuable on the exercise of the Rights represented
thereby, nor shall  anything contained herein or in any Rights  Certificate
be construed or deemed or confer upon the holder of any Right or  Rights
Certificate, as such, any right, title,  benefit or privilege of a holder of
Class A Shares or any other shares or  securities of the Corporation or any
right to vote at  any meeting of shareholders of the Corporation whether for
the election of  directors or otherwise or upon any matter  submitted to
holders of Class A Shares or any other shares of the Corporation at  any
meeting thereof, or to give or withhold  consent to any action of the
Corporation, or to receive notice of any meeting or  other action affecting
any holder of Class A  Shares or any other shares of the Corporation except
as expressly provided herein,  or to receive dividends, distributions or
subscription rights, or otherwise, until the Right or Rights evidenced by
Rights  Certificates shall have been duly exercised  in accordance with the
terms and provisions hereof.

ARTICLE 3

ADJUSTMENTS TO THE RIGHTS

3.1     Flip-in Event

(a)     Subject to Subsection 3.1(b) and Section 5.1, in the event that prior
to the  Expiration Time a Flip-in  Event shall occur, each Right shall
constitute, effective at the close of business  on the later of the
Effective  Time or the tenth Trading Day after the Stock Acquisition Date,
the right to  purchase from the  Corporation, upon exercise thereof in
accordance with the terms hereof, that  number of Class A Shares  having an
aggregate Market Price on the date of consummation or occurrence of such
Flip-in Event equal to  twice the Exercise Price for an amount in cash equal
to the Exercise Price (such  right to be appropriately  adjusted in a manner
analogous to the applicable adjustment provided for in  Section 2.3 in the
event that  after such consummation or occurrence, an event of a type
analogous to any of the  events described in  Section 2.3 shall have
occurred).

(b)     Notwithstanding anything in this Agreement to the contrary, upon
the  occurrence of any Flip-in Event, any  Rights that are or were
Beneficially Owned on or after the earlier of the  Separation Time or the
Stock  Acquisition Date by:

      (i)     an Acquiring Person (or any Affiliate or Associate of an
Acquiring Person or  any Person acting  jointly or in concert with an
Acquiring Person or any Affiliate or Associate of an  Acquiring  Person); or

     (ii)     a transferee or other successor in title, directly or
indirectly, (a  "Transferee") of Rights or Common  Shares held by an
Acquiring Person (or any Affiliate or Associate of an Acquiring  Person or
any  Person acting jointly or in concert with an Acquiring Person or any
Affiliate or  Associate of an  Acquiring Person), where such Transferee
becomes a transferee concurrently with or  subsequent to  the Acquiring
Person becoming such in a transfer that the Board of Directors has
determined is  part of a plan, arrangement or scheme of an Acquiring Person
(or any Affiliate or  Associate of an  Acquiring Person or any Person acting
jointly or in concert with an Acquiring  Person or any  Affiliate or
Associate of an Acquiring Person), that has the purpose or effect of
avoiding Clause  3.1(b)(i),

shall become null and void without any further action, and any holder of
such  Rights (including any  Transferee) shall thereafter have no right to
exercise such Rights under any  provision of this Agreement and  further
shall thereafter not have any other rights whatsoever with respect to such
Rights, whether under any  provision of this Agreement or otherwise.

(c)     From and after the Separation Time, the Corporation shall do all such
acts  and things as shall be necessary  and within its power to ensure
compliance with the provisions of this Section 3.1,  including without
limitation, all such acts and things as may be required to satisfy the
requirements of the Yukon Business  Corporations Act, the Securities Act
(Ontario) and the securities laws or  comparable legislation of each of  the
provinces of Canada and of the United States and each of the applicable
states  thereof in respect of the  issue of Class A Shares upon the exercise
of Rights in accordance with this  Agreement.

(d)     Any Rights Certificate that represents Rights Beneficially Owned by a
Person  described in either Clause  3.1(b)(i) or (ii) or transferred to any
nominee of any such Person, and any Rights  Certificate issued upon
transfer, exchange, replacement or adjustment of any other Rights
Certificate  referred to in this sentence,  shall contain the following
legend:

         The Rights represented by this Rights Certificate were issued to a
Person who was  an Acquiring  Person or an Affiliate or an Associate of an
Acquiring Person (as such terms are  defined in the  Shareholder Rights
Agreement) or a Person who was acting jointly or in concert  with an
Acquiring Person or an Affiliate or Associate of an Acquiring Person. This
Rights  Certificate and  the Rights represented hereby are void or shall
become void in the circumstances  specified in  Subsection 3.1(b) of the
Shareholder Rights Agreement.

         provided, however, that the Rights Agent shall not be under any
responsibility to  ascertain the  existence of facts that would require the
imposition of such legend but shall  impose such legend  only if instructed
to do so by the Corporation in writing or if a holder fails to  certify upon
transfer  or exchange in the space provided on the Rights Certificate that
such holder is  not a Person  described in such legend and provided further
that the fact that such legend does  not appear on a  certificate is not
determinative of whether any Rights represented thereby are  void under
this  Section.

ARTICLE 4

THE RIGHTS AGENT

4.1     General

(a)     The Corporation hereby appoints the Rights Agent to act as agent for
the  Corporation and the holders of  the Rights in accordance with the terms
and conditions hereof, and the Rights  Agent hereby accepts such
appointment. The Corporation may from time to time appoint such Co-Rights
Agents  ("Co-Rights  Agents") as it may deem necessary or desirable. In the
event the Corporation  appoints one or more Co- Rights Agents, the respective
duties of the Rights Agent and Co-Rights Agents  shall be as the Corporation
may determine. The Corporation agrees to pay all reasonable fees and expenses
of  the Rights Agent in  respect of the performance of its duties under this
Agreement. The Corporation  also agrees to indemnify the  Rights Agent for,
and to hold it harmless against, any loss, liability or expense,  incurred
without  negligence, bad faith or wilful misconduct on the part of the Rights
Agent, for  anything done or omitted  by the Rights Agent in connection with
the acceptance and administration of this  Agreement, including the  costs
and expenses of defending against any claim of liability, which right to
indemnification will survive  the termination of this Agreement.

(b)     The Rights Agent shall be protected and shall incur no liability for
or in  respect of any action taken,  suffered or omitted by it in connection
with its administration of this Agreement  in reliance upon any  certificate
for Common Shares, Rights Certificate, certificate for other  securities of
the Corporation,  instrument of assignment or transfer, power of attorney,
endorsement, affidavit,  letter, notice, direction,  consent, certificate,
statement, or other paper or document believed by it to be  genuine and to be
signed,  executed and, where necessary, verified or acknowledged, by the
proper Person or  Persons.

(c)     The Rights Agent shall not be responsible for any inaccuracies in
the  shareholder information provided by  the Corporation to the Rights Agent
pursuant to subsection 2.2(c).

4.2     Merger, Amalgamation or Consolidation or Change of Name of Rights
Agent

(a)     Any corporation into which the Rights Agent may be merged or
amalgamated or  with which it may be  consolidated, or any corporation
resulting from any merger, amalgamation,  statutory arrangement or
consolidation to which the Rights Agent is a party, or any corporation
succeeding  to the shareholder or  stockholder services business of the
Rights Agent, will be the successor to the  Rights Agent under this
Agreement without the execution or filing of any paper or any further act on
the  part of any of the parties  hereto, provided that such corporation would
be eligible for appointment as a  successor Rights Agent under  the provisions
of Section 4.4 hereof. In case at the time such successor Rights  Agent
succeeds to the  agency created by this Agreement any of the Rights
Certificates have been  countersigned but not delivered,  any successor
Rights Agent may adopt the countersignature of the predecessor  Rights Agent
and deliver  such Rights Certificates so countersigned; and in case at that
time any of the  Rights have not been  countersigned, any successor Rights
Agent may countersign such Rights Certificates  in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in
all  such cases such Rights  Certificates will have the full force provided in
the Rights Certificates and in  this Agreement.

(b)     In case at any time the name of the Rights Agent is changed and at
such time  any of the Rights Certificates  shall have been countersigned but
not delivered, the Rights Agent may adopt the  countersignature under its
prior name and deliver Rights Certificates so countersigned; and in case at
that  time any of the Rights  Certificates shall not have been countersigned,
the Rights Agent may countersign  such Rights Certificates  either in its
prior name or in its changed name; and in all such cases such Rights
Certificates shall have the  full force provided in the Rights Certificates
and in this Agreement.

4.3     Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this
Agreement  upon the following terms and  conditions, all of which the
Corporation and the holders of certificates for  Common Shares and the
holders of Rights  Certificates, by their acceptance thereof, shall be
bound:

(a)     the Rights Agent may consult with legal counsel (who may be legal
counsel for  the Corporation), at the  Corporation's expense, and the opinion
of such counsel will be full and complete  authorization and  protection to
the Rights Agent as to any action taken or omitted by it in good  faith and
in accordance with  such opinion;

(b)     whenever in the performance of its duties under this Agreement, the
Rights  Agent deems it necessary or  desirable that any fact or matter be
proved or established by the Corporation  prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect
thereof be  herein specifically  prescribed) may be deemed to be conclusively
proved and established by a  certificate signed by a Person  believed by the
Rights Agent to be the Chairman of the Board, President, any Vice- President,
Treasurer,  Corporate Secretary or any Assistant Secretary of the Corporation
and delivered to  the Rights Agent; and  such certificate will be full
authorization to the Rights Agent for any action  taken or suffered in good
faith  by it under the provisions of this Agreement in reliance upon such
certificate;

(c)     the Rights Agent will be liable hereunder for its own negligence, bad
faith  or wilful misconduct;

(d)     the Rights Agent will not be liable for or by reason of any of the
statements  of fact or recitals contained in  this Agreement or in the
certificates for Common Shares, or the Rights  Certificates (except its
countersignature thereof) or be required to verify the same, but all such
statements and recitals are and will  be deemed to have been made by the
Corporation only;

(e)     the Rights Agent will not be under any responsibility in respect of
the  validity of this Agreement or the  execution and delivery hereof (except
the due authorization, execution and  delivery hereof by the Rights  Agent) or
in respect of the validity or execution of any certificate for a Common  Share
or Rights Certificate  (except its countersignature thereof); nor will it be
responsible for any breach  by the Corporation of any  covenant or condition
contained in this Agreement or in any Rights Certificate;  nor will it be
responsible  for any change in the exercisability of the Rights (including
the Rights becoming  void pursuant to  Subsection 3.1(b) hereof) or any
adjustment required under the provisions of  Section 2.3 hereof or
responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence  of facts that would require any such
adjustment (except with respect to the  exercise of Rights after receipt  of
the certificate contemplated by Section 2.3 describing any such
adjustment);  nor will it by any act  hereunder be deemed to make any
representation or warranty as to the authorization  of any Class A Shares  to
be issued pursuant to this Agreement or any Rights or as to whether any Class
A  Shares will, when  issued, be duly and validly authorized, executed,
issued and delivered and fully  paid and non-assessable;

(f)     the Corporation agrees that it will perform, execute, acknowledge and
deliver  or cause to be performed,  executed, acknowledged and delivered all
such further and other acts, instruments  and assurances as may  reasonably
be required by the Rights Agent for the carrying out or performing by  the
Rights Agent of the  provisions of this Agreement;

(g)     the Rights Agent is hereby authorized and directed to accept
instructions in  writing with respect to the  performance of its duties
hereunder from any individual believed by the Rights  Agent to be the
Chairman  of the Board, President, any Vice-President, Treasurer, Corporate
Secretary or any  Assistant Secretary of  the Corporation, and to apply to
such individuals for advice or instructions in  connection with its duties,
and it shall not be liable for any action taken or suffered by it in good
faith in  accordance with instructions  of any such individual;

(h)     the Rights Agent and any shareholder or stockholder, director,
officer or  employee of the Rights Agent  may buy, sell or deal in Common
Shares, Rights or other securities of the  Corporation or become  pecuniarily
interested in any transaction in which the Corporation may be  interested, or
contract with or  lend money to the Corporation or otherwise act as fully and
freely as though it  were not Rights Agent  under this Agreement. Nothing
herein shall preclude the Rights Agent from acting  in any other capacity
for  the Corporation or for any other legal entity; and

(i)     the Rights Agent may execute and exercise any of the rights or powers
hereby  vested in it or perform any  duty hereunder either itself or by or
through its attorneys or agents, and the  Rights Agent will not be
answerable or accountable for any act, default, neglect or misconduct of any
such  attorneys or agents or for  any loss to the Corporation resulting from
any such act, default, neglect or  misconduct, provided  reasonable care was
exercised in the selection and continued employment thereof.

4.4     Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this
Agreement  upon 90 days' notice (or such  lesser notice as is acceptable to
the Corporation) in writing mailed to the  Corporation and to each transfer
agent of Common  Shares by registered or certified mail. The Corporation may
remove the Rights  Agent upon 30 days' notice in writing,  mailed to the
Rights Agent and to each transfer agent of the Common Shares by  registered
or certified mail. If the Rights  Agent should resign or be removed or
otherwise become incapable of acting, the  Corporation will appoint a
successor to the  Rights Agent. If the Corporation fails to make such
appointment within a period of  30 days after such removal or after it has
been notified in writing of such resignation or incapacity by the resigning
or  incapacitated Rights Agent, then by prior  written notice to the
Corporation the resigning Rights Agent or the holder of any  Rights (which
holder shall, with such  notice, submit such holder's Rights Certificate, if
any, for inspection by the  Corporation), may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor  Rights Agent, whether appointed by the  Corporation or by such a
court, shall be a corporation incorporated under the laws  of Canada or a
province thereof authorized  to carry on the business of a trust company in
the Province of Ontario. After  appointment, the successor Rights Agent
will  be vested with the same powers, rights, duties and responsibilities as
if it had  been originally named as Rights Agent  without further act or
deed; but the predecessor Rights Agent shall, subject to  its right to first
require payment of all  outstanding fees and other amounts owed to it
hereunder, deliver and transfer to  the successor Rights Agent any property
at  the time held by it hereunder, and execute and deliver any further
assurance,  conveyance, act or deed necessary for the  purpose. Not later
than the effective date of any such appointment, the  Corporation will file
notice thereof in writing with the  predecessor Rights Agent and each
transfer agent of the Common Shares, and mail a  notice thereof in writing to
the holders  of the Rights in accordance with Section 5.9. Failure to give any
notice provided  for in this Section 4.4, however, or any  defect therein,
shall not affect the legality or validly of the resignation or  removal of
the Rights Agent or the appointment of  any successor Rights Agent, as the
case may be.

ARTICLE 5

MISCELLANEOUS

5.1     Redemption and Waiver

(a)     The Board of Directors may, with the prior consent of the holders of
Voting  Shares or of the holders of  Rights given in accordance with Section
5.1(i) or (j), as the case may be, at any  time prior to the  occurrence of a
Flip-in Event as to which the application of Section 3.1 has not  been waived
pursuant to  the provisions of this Section 5.1, elect to redeem all but not
less than all of  the then outstanding Rights  at a redemption price of
$0.00001 per Right appropriately adjusted in a manner  analogous to the
applicable  adjustment provided for in Section 2.3 in the event that an event
of the type  analogous to any of the events  described in Section 2.3 shall
have occurred (such redemption price being herein  referred to as the
"Redemption Price"). The Board of Directors may, prior to the date of the
shareholders' meeting referred to  in Section 5.15, elect to terminate this
Agreement. If the Board of Directors  elects to terminate this  Agreement
pursuant to this Section 5.1(a), this Agreement will thereupon terminate  and
be void and of no  further force or effect.

(b)     The Board of Directors may, with the prior consent of the holders of
Voting  Shares given in accordance  with Section 5.1(i), determine, at any
time prior to the occurrence of a Flip-in  Event as to which the  application
of Section 3.1 has not been waived pursuant to this Section 5.1, if  such
Flip-in Event would  occur by reason of an acquisition of Voting Shares
otherwise than pursuant to a  Take-over Bid made by  means of a take-over bid
circular to all holders of record of Voting Shares and  otherwise than in
the  circumstances set forth in Section 5.1(d), to waive the application of
Section 3.1  to such Flip-in Event. In  the event that the Board of Directors
proposes such a waiver, the Board of  Directors shall extend the  Separation
Time to a date subsequent to and not more than ten Business Days  following
the meeting of  shareholders called to approve such waiver.

(c)     The Board of Directors may, until the occurrence of a Flip-in Event
upon  prior written notice delivered to  the Rights Agent, determine to waive
the application of Section 3.1 to such  particular Flip-in Event  provided
that the Flip-in Event would occur by reason of a Take-over Bid made by  way
of take-over bid  circular sent to all holders of Voting Shares (which for
greater certainty shall  not include the circumstances  described in
Subsection 5.1(d)); provided that if the Board of Directors waives  the
application of Section  3.1 to a particular Flip-in Event pursuant to this
Subsection 5.1(c), the Board of  Directors shall be deemed  to have waived
the application of Section 3.1 to any other Flip-in Event occurring  by
reason of any Take- over Bid which is made by means of a take-over bid
circular to all holders of  Voting Shares (i) prior to the  granting of such
waiver, (ii) thereafter and prior to the expiry of any Take-over  Bid (as the
same may be  extended from time to time) outstanding at the time of the
granting of such waiver  or (iii) thereafter and  prior to the expiry of any
Take-over Bid in respect of which a waiver is, or is  deemed to have been,
granted  under this Subsection 5.1(c).

(d)     Notwithstanding the provisions of Subsections 5.1(b) and (c) hereof,
the  Board of Directors may waive the  application of Section 3.1 in respect
of the occurrence of any Flip-in Event,  provided that both of the  following
conditions are satisfied:

      (i)     the Board of Directors has determined within ten Trading Days
following a  Stock Acquisition  Date that a Person became an Acquiring Person
by inadvertence and without any  intention to  become, or knowledge that it
would become, an Acquiring Person under this  Agreement, and

     (ii)     such Person has reduced its Beneficial Ownership of Voting
Shares such that  at the time of  granting the waiver pursuant to this
Subsection 5.1(d), such Person is no longer  an Acquiring  Person and in the
event that such a waiver is granted by the Board of Directors,  such Stock
Acquisition Date and Flip- in Event shall be deemed not to have occurred and
the  Separation  Time shall be deemed not to have occurred as a result of
such Person having  inadvertently become  an Acquiring Person.

(e)     The Board of Directors, shall, without further formality, be deemed
to have  elected to redeem the Rights at  the Redemption Price on the date
that a Person which has made a Permitted Bid, a  Competing Permitted  Bid, a
Take-Over Bid in respect of which the Board of Directors has waived, or is
deemed to have waived,  pursuant to Section 5.1(c) the application of Section
3.1, takes up and pays for  Voting Shares pursuant to  the terms and
conditions of such Permitted Bid, Competing Permitted Bid or Take- over bid,
as the case  may be.

(f)     Where a Take-over Bid that is not a Permitted Bid Acquisition is
withdrawn or  otherwise terminated after  the Separation Time has occurred
and prior to the occurrence of a Flip-in Event,  the Board of Directors may
elect to redeem all the outstanding Rights at the Redemption Price. Upon
the  Rights being redeemed  pursuant to this Subsection 5.1(f), all the
provisions of this Agreement shall  continue to apply as if the  Separation
Time had not occurred and Rights Certificates representing the number  of
Rights held by each  holder of record of Common Shares as of the Separation
Time had not been mailed to  each such holder and  for all purposes of this
Agreement the Separation Time shall be deemed not to have  occurred.

(g)     If the Board of Directors elects or is deemed to have elected to
redeem the  Rights, and, in circumstances in  which Subsection 5.1(a) is
applicable, such redemption is approved by the holders  of Voting Shares or
the  holders of Rights in accordance with Subsection 5.1(i) or (j), as the
case may be,  the right to exercise the  Rights, will thereupon, without
further action and without notice, terminate and  the only right thereafter
of  the holders of Rights shall be to receive the Redemption Price.

(h)     Within 10 Business Days after the Board of Directors elects or is
deemed to  elect, to redeem the Rights or  if Subsection 5.1(a) is applicable
within 10 Business Days after the holders of  Common Shares of the  holders of
Rights have approved a redemption of Rights in accordance with Section  5.1(i)
or (j), as the case  may be, the Corporation shall give notice of redemption
to the holders of the then  outstanding Rights by  mailing such notice to
each such holder at his last address as it appears upon the  registry books
of the  Rights Agent or, prior to the Separation Time, on the registry books
of the  transfer agent for the Voting  Shares. Any notice which is mailed in
the manner herein provided shall be deemed  given, whether or not  the holder
receives the notice. Each such notice of redemption will state the  method by
which the payment  of the Redemption Price will be made. The Corporation may
not redeem, acquire or  purchase for value any  Rights at any time in any
manner other than specifically set forth in this Section  5.1 or in
connection with  the purchase of Common Shares prior to the Separation Time.

(i)     If a redemption of Rights pursuant to Section 5.1(a) or a waiver of a
Flip-in  Event pursuant to Section  5.1(b) is proposed at any time prior to
the Separation Time, such redemption or  waiver shall be submitted  for
approval to the holders of Voting Shares. Such approval shall be deemed to
have been given if the  redemption or waiver is approved by the affirmative
vote of a majority of the  votes cast by Independent  Shareholders
represented in person or by proxy at a meeting of such holders duly  held in
accordance with  applicable laws and the Corporation's by-laws.

(j)     If a redemption of Rights pursuant to Section 5.1(a) is proposed at
any time  after the Separation Time,  such redemption shall be submitted for
approval to the holders of Rights. Such  approval shall be deemed  to have
been given if the redemption is approved by holders of Rights by a  majority
of the votes cast by  the holders of Rights represented in person or by proxy
at and entitled to vote at  a meeting of such holders.  For the purposes
hereof, each outstanding Right (other than Rights which are  Beneficially
Owned by any  Person referred to in clauses (i) to (v) inclusive of the
definition of  Independent Shareholders) shall be  entitled to one vote, and
the procedures for the calling, holding and conduct of  the meeting shall be
those,  as nearly as may be, which are provided in the Corporation's by-laws
and the Yukon  Business  Corporations Act with respect to meetings of
shareholders of the Corporation.

5.2     Expiration

No Person shall have any rights whatsoever pursuant to this Agreement or in
respect of any Right after the  Expiration Time, except the Rights Agent as
specified in Subsection 4.1 of this  Agreement.

5.3     Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or the Rights to
the  contrary, the Corporation may, at its  option, issue new Rights
Certificates evidencing Rights in such form as may be  approved by the Board
of Directors to reflect  any adjustment or change in the number or kind or
class of securities purchasable  upon exercise of Rights made in accordance
with the provisions of this Agreement.

5.4     Supplements and Amendments

(a)     The Corporation may make amendments to this Agreement to correct any
clerical  or typographical error or  which are required to maintain the
validity of this Agreement as a result of any  change in any applicable
legislation or regulations thereunder. The Corporation may, prior to the date
of  the shareholders' meeting  referred to in Section 5.15, supplement, amend,
vary, rescind or delete any of the  provisions of this  Agreement and the
Rights (whether or not such action would materially adversely  affect the
interests of the  holders of the Rights generally) without the approval of
any holders of Rights or  Voting Shares in order to  make any changes which
the Board of Directors acting in good faith may deem  necessary or
desirable.  Notwithstanding anything in this Section 5.4 to the contrary, no
such supplement  or amendment shall be  made to the provisions of Article 4
or to the rights, duties, obligations or  indemnities of the Rights Agent,
except with the written concurrence of the Rights Agent to such supplement
or  amendment.

(b)     Subject to Subsection 5.4(a), the Corporation may, with the prior
consent of  the holders of Voting Shares  obtained as set forth below, at any
time before the Separation Time, supplement,  amend, vary, rescind or  delete
any of the provisions of this Agreement and the Rights (whether or not such
action would materially  adversely affect the interests of the holders of
Rights generally). Such consent  shall be deemed to have been  given if the
action requiring such approval is authorized by the affirmative vote  of a
majority of the votes  cast by Independent Shareholders present or
represented at and entitled to be  voted at a meeting of the  holders of
Voting Shares duly called and held in compliance with applicable laws  and
the articles and by- laws of the Corporation.

(c)      Subject to subsection 5.4(a), the Corporation may, with the prior
consent of  the holders of Rights, at any  time on or after the Separation
Time, supplement, amend, vary, rescind or delete  any of the provisions of
this Agreement and the Rights (whether or not such action would materially
adversely affect the interests of  the holders of Rights generally), provided
that no such amendment, variation or  deletion shall be made to  the
provisions of Article 4 or to the rights, duties, obligations or
indemnities  of the Rights Agent, except  with the written concurrence of the
Rights Agent thereto.

(d)     Any approval of the holders of Rights shall be deemed to have been
given if  the action requiring such  approval is authorized by the
affirmative votes of the holders of Rights present  or represented at and
entitled to be voted at a meeting of the holders of Rights and representing
a  majority of the votes cast in  respect thereof. For the purposes hereof,
each outstanding Right (other than  Rights which are void pursuant  to the
provisions hereof) shall be entitled to one vote, and the procedures for  the
calling, holding and  conduct of the meeting shall be those, as nearly as may
be, which are provided in  the Corporation's by- laws and the Yukon Business
Corporations Act with respect to meetings of  shareholders of the
Corporation.

(e)     Any amendments made by the Corporation to this Agreement pursuant
to  Subsection 5.4(a) which are  required to maintain the validity of this
Agreement as a result of any change in  any applicable legislation  or
regulation thereunder shall:

      (i)     if made before the Separation Time, be submitted to the
shareholders of the  Corporation at the  next meeting of shareholders and the
shareholders may, by the majority referred to  in Subsection  5.4(b), confirm
or reject such amendment;

     (ii)     if made after the Separation Time, be submitted to the holders
of Rights at a  meeting to be called  for on a date not later than
immediately following the next meeting of  shareholders of the  Corporation
and the holders of Rights may, by resolution passed by the majority  referred
to in  Subsection 5.4(d), confirm or reject such amendment.

Any such amendment shall be effective from the date of the resolution of the
Board  of Directors adopting  such amendment, until it is confirmed or
rejected or until it ceases to be  effective (as described in the next
sentence) and, where such amendment is confirmed, it continues in effect in
the  form so confirmed. If such  amendment is rejected by the shareholders or
the holders of Rights or is not  submitted to the shareholders  or holders of
Rights as required, then such amendment shall cease to be effective  from and
after the  termination of the meeting (or any adjournment of such meeting) at
which it was  rejected or to which it  should have been but was not submitted
or from and after the date of the meeting  of holders of Rights that  should
have been but was not held, and no subsequent resolution of the Board of
Directors to amend this  Agreement to substantially the same effect shall be
effective until confirmed by  the shareholders or holders  of Rights as the
case may be.

5.5     Fractional Rights and Fractional Shares

(a)     The Corporation shall not be required to issue fractions of Rights or
to  distribute Rights Certificates which  evidence fractional Rights. After
the Separation Time, in lieu of issuing  fractional Rights, the Corporation
shall pay to the holders of record of the Rights Certificates (provided the
Rights  represented by such  Rights Certificates are not void pursuant to the
provisions of Subsection 3.1(b),  at the time such fractional  Rights would
otherwise be issuable), an amount in cash equal to the fraction of  the
Market Price of one  whole Right that the fraction of a Right that would
otherwise be issuable is of  one whole Right.

(b)     The Corporation shall not be required to issue fractions of Class A
Shares  upon exercise of Rights or to  distribute certificates which evidence
fractional Class A Shares. In lieu of  issuing fractional Class A  Shares, the
Corporation shall pay to the registered holders of Rights  Certificates, at
the time such Rights  are exercised as herein provided, an amount in cash
equal to the fraction of the  Market Price of one Class A  Share that the
fraction of a Class A Share that would otherwise be issuable upon  the
exercise of such Right  is of one whole Class A Share at the date of such
exercise.

5.6     Rights of Action

Subject to the terms of this Agreement, all rights of action in respect of
this  Agreement, other than rights of action  vested solely in the Rights
Agent, are vested in the respective holders of the  Rights. Any holder of
Rights, without the  consent of the Rights Agent or of the holder of any
other Rights, may, on such  holder's own behalf and for such holder's  own
benefit and the benefit of other holders of Rights, as the case may be,
enforce, and may institute and maintain any suit,  action or proceeding
against the Corporation to enforce such holder's right to  exercise such
holder's Rights, or Rights to  which he is entitled, in the manner provided
in such holder's Rights Certificate  and in this Agreement. Without limiting
the  foregoing or any remedies available to the holders of Rights, as the
case may be,  it is specifically acknowledged that the  holders of Rights
would not have an adequate remedy at law for any breach of this  Agreement
and will be entitled to specific  performance of the obligations under, and
injunctive relief against actual or  threatened violations of the obligations
of any  Person subject to, this Agreement.

5.7     Regulatory Approvals

Any obligation of the Corporation or action or event contemplated by this
Agreement shall be subject to the receipt  of any requisite approval or
consent from any governmental or regulatory  authority, including without
limiting the generality  of the foregoing, any necessary approvals of The
Toronto Stock Exchange and the  NASDAQ Small-Cap Market or any other
applicable stock exchange or market.

5.8     Notice of Proposed Actions

In case the Corporation shall propose after the Separation Time and prior to
the  Expiration Time:

(a)     to effect or permit (in cases where the Corporation's permission is
required)  any Flip-in Event; or

(b)     to effect the liquidation, dissolution or winding up of the
Corporation or  the sale of all or substantially all  of the Corporation's
assets, then, in each such case, the Corporation shall give  to each holder
of a Right, in  accordance with Section 5.9 hereof, a notice of such proposed
action, which shall  specify the date on which  such Flip-in Event,
liquidation, dissolution, winding up or sale is to take place,  and such
notice shall be  so given at least 10 Business Days prior to the date of
taking of such proposed  action by the Corporation.


5.9     Notices

(a)     Notices or demands authorized or required by this Agreement to be
given or  made by the Rights Agent or  by the holder of any Rights to or on
the Corporation shall be sufficiently given  or made if delivered, sent  by
registered or certified mail, postage prepaid (until another address is
filed  in writing with the Rights  Agent), or sent by facsimile or other form
of recorded electronic communication,  charges prepaid and  confirmed in
writing, as follows:

Gold Reserve Inc.
926 W. Sprague Avenue, Suite 200
Spokane, Washington 99201
Attention: President
Telecopy No.: (509) 623-1634


(b)     Notices or demands authorized or required by this Agreement to be
given or  made by the Corporation or by  the holder of any Rights to or on
the Rights Agent shall be sufficiently given or  made if delivered, sent by
registered or certified mail, postage prepaid (until another address is filed
in  writing with the Corporation),  or sent by facsimile or other form of
recorded electronic communication, charges  prepaid and confirmed in
writing, as follows:

Computershare Trust Company of Canada
100 University Avenue
8th Floor
Toronto, Ontario M5J 2Y1

Attention: Manager, Client Services
Telecopy No.: (416) 981-9800

(c)     Notices or demands authorized or required by this Agreement to be
given or  made by the Corporation or  the Rights Agent to or on the holder of
any Rights shall be sufficiently given or  made if delivered or sent  by first
class mail, postage prepaid, addressed to such holder at the address of  such
holder as it appears  upon the register of the Rights Agent or, prior to the
Separation Time, on the  register of the Corporation  for its Common Shares.
Any notice which is mailed or sent in the manner herein  provided shall be
deemed  given, whether or not the holder receives the notice.

(d)     Any notice given or made in accordance with this Section 5.9 shall be
deemed  to have been given and to  have been received on the day of delivery,
if so delivered, on the third Business  Day (excluding each day  during which
there exists any general interruption of postal service due to  strike,
lockout or other cause)  following the mailing thereof, if so mailed, and on
the day of telegraphing,  telecopying or sending of the  same by other means
of recorded electronic communication (provided such sending is  during the
normal  business hours of the addressee on a Business Day and if not, on the
first  Business Day thereafter). Each of  the Corporation and the Rights
Agent may from time to time change its address for  notice by notice to the
other given in the manner aforesaid.

5.10     Costs of Enforcement

The Corporation agrees that if the Corporation fails to fulfil any of its
obligations pursuant to this Agreement, then  the Corporation will reimburse
the holder of any Rights for the costs and expenses  (including legal fees)
incurred by such  holder to enforce his rights pursuant to any Rights or this
Agreement.

5.11     Successors

All the covenants and provisions of this Agreement by or for the benefit of
the  Corporation or the Rights Agent  shall bind and enure to the benefit of
their respective successors and assigns  hereunder.

5.12     Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any Person other than
the  Corporation, the Rights Agent  and the holders of the Rights any legal or
equitable right, remedy or claim under  this Agreement; further, this
Agreement  shall be for the sole and exclusive benefit of the Corporation,
the Rights Agent  and the holders of the Rights.

5.13     Governing Law

This Agreement and each Right issued hereunder shall be deemed to be a
contract  made under the laws of the  Province of Ontario and for all
purposes shall be governed by and construed in  accordance with the laws of
such Province  applicable to contracts to be made and performed entirely
within such Province.

5.14     Severability

If any term or provision hereof or the application thereof to any
circumstance  shall, in any jurisdiction and to any  extent, be invalid or
unenforceable, such term or provision shall be ineffective  only as to such
jurisdiction and to the extent  of such invalidity or unenforceability in
such jurisdiction without invalidating  or rendering unenforceable or
ineffective the  remaining terms and provisions hereof in such jurisdiction
or the application of  such term or provision in any other  jurisdiction or
to circumstances other than those as to which it is specifically  held
invalid or unenforceable.

5.15     Date Agreement Becomes Effective

This Agreement is effective and in full force and effect in accordance with
its  terms from and after the Effective  Time. At the first meeting following
the Agreement Date of holders of voting  shares of Gold Reserve Corporation
held to  approve the merger of Gold Reserve Corporation with GR Merger Corp.,
a wholly- owned subsidiary of the Corporation, and  to approve the
Reorganization, the Gold Reserve Corporation shareholders shall be  requested
to confirm this Agreement.

If, at such meeting (which meeting shall include, if the meeting is adjourned
one  or more times, each reconvened  meeting resulting from such
adjournment(s)), this Agreement is not confirmed by a  majority of the votes
cast by holders of  voting shares of Gold Reserve Corporation held by
Independent Shareholders of Gold  Reserve Corporation who vote in  respect of
confirmation of the Agreement at such meeting or the merger and
Reorganization is not approved in accordance  with the applicable
requirements of the Montana Business Corporations Act, then  this Agreement
shall terminate and be void  and of no further force and effect on and from
the close of business on the date  of termination of such meeting (which, in
the  case such meeting is adjourned one or more times, means the termination
of the  last reconvened meeting resulting from such  adjournment(s)).

5.16     Reconfirmation

Notwithstanding the confirmation of this Agreement pursuant to Section 5.15
and  the approval of the merger and  Reorganization as contemplated by
Section 5.15, this Agreement must be reconfirmed  by a resolution passed by a
majority  of greater than 50 per cent of the votes cast by holders of Voting
Shares held by  Independent Shareholders who vote in  respect of such
reconfirmation at a meeting of holders of Voting Shares to be held  not
earlier than April 2, 2000 and not later  than the date on which the 2000
annual meeting of holders of Voting Shares  terminates. If the Agreement is
not so  reconfirmed, the Agreement and all outstanding Rights shall terminate
and be void  and of no further force and effect on and  from the close of
business on that date which is the earlier of the date of  termination of the
meeting called to consider the  reconfirmation of this Agreement and the date
of termination of the [2000] annual  meeting of holders of Voting Shares;
provided, that termination shall not occur if a Flip-in Event has occurred
(other  than a Flip-in Event which has been waived  pursuant to Subsection
5.1(c) or (d) hereof), prior to the date upon which this  Agreement would
otherwise terminate pursuant  to this Section 5.16.

5.17     Determinations and Actions by the Board of Directors

The Board of Directors shall have the exclusive power and authority to
administer  this Agreement and to exercise all  rights and powers
specifically granted to the Board of Directors or the  Corporation, or as may
be necessary or advisable in  the administration of this Agreement. All such
actions, calculations and  determinations (including all omissions with
respect  to the foregoing) which are done or made by the Board of Directors,
in good faith,  shall not subject the Board of Directors or  any director of
the Corporation to any liability to the holders of the Rights.

5.18     Declaration as to Non-Canadian Holders

If in the opinion of the Board of Directors (who may rely upon the advice
of  counsel) any action or event  contemplated by this Agreement would
require compliance by the Corporation with  the securities laws or
comparable  legislation of a jurisdiction outside Canada, the Board of
Directors acting in  good faith shall take such actions as it may  deem
appropriate to ensure such compliance. In no event shall the Corporation or
the Rights Agent be required to issue or  deliver Rights or securities
issuable on exercise of Rights to persons who are  citizens, residents or
nationals of any  jurisdiction other than Canada or the United States, in
which such issue or  delivery would be unlawful without registration  of the
relevant Persons or securities for such purposes.

5.19     Time of the Essence

Time shall be of the essence in this Agreement.

5.20     Execution in Counterparts

This Agreement may be executed in any number of counterparts and each of
such  counterparts shall for all purposes  be deemed to be an original, and
all such counterparts shall together constitute  one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed as of the date first  above written.


GOLD RESERVE INC.



By: /s/ Robert A. McGuinness



COMPUTERSHARE TRUST COMPANY OF CANADA


By: /s/ Christine Lawton
By: /s/ Irene Zelman





ATTACHMENT 1

GOLD RESERVE INC.
SHAREHOLDER RIGHTS PLAN AGREEMENT

[Form of Rights Certificate]

Certificate No.
______________________________________________________________

Rights ____________________________________________________________

THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN
THE SHAREHOLDER  RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES
(SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN
AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
CERTAIN RELATED PARTIES, OR TRANSFEREES OF AN ACQUIRING PERSON OR
CERTAIN RELATED PARTIES, MAY BECOME VOID.

Rights Certificate


This certifies that_____________________________________________________
_______or  registered assigns, is  the registered holder of the number of
Rights set forth above, each of which  entitles the registered holder
thereof, subject to  the terms, provisions and conditions of the Shareholder
Rights Plan Agreement,  dated as of October 5, 1998, as the same  may be
amended or supplemented from time to time (the "Shareholder Rights
Agreement"), between Gold Reserve Inc., a  corporation duly incorporated
under the laws of the Yukon Territory (the  "Corporation") and Computershare
Trust Company  of Canada, a trust company incorporated under the laws of
Canada (the "Rights  Agent") (which term shall include any  successor Rights
Agent under the Shareholder Rights Agreement), to purchase from  the
Corporation at any time after the  Separation Time (as such term is defined
in the Shareholder Rights Agreement) and  prior to the Expiration Time (as
such  term is defined in the Shareholder Rights Agreement), one fully paid
Class A Share  of the Corporation (a "Class A Share")  at the Exercise Price
referred to below, upon presentation and surrender of this  Rights
Certificate with the Form of Election  to Exercise (in the form provided
hereinafter) duly executed and submitted to the  Rights Agent at its
principal office in the  City of Toronto [insert other cities, if
applicable]. The Exercise Price shall  initially be $70.00 (Cdn.) or the U.S.
Dollar  Equivalent per Right and shall be subject to adjustment in certain
events as  provided in the Shareholder Rights Agreement.

This Rights Certificate is subject to all of the terms and provisions of the
Shareholder Rights Agreement, which  terms and provisions are incorporated
herein by reference and made a part hereof  and to which Shareholder Rights
Agreement reference is hereby made for a full description of the rights,
limitations of  rights, obligations, duties and immunities  thereunder of the
Rights Agent, the Corporation and the holders of the Rights  Certificates.
Copies of the Shareholder Rights  Agreement are on file at the registered
office of the Corporation.

This Rights Certificate, with or without other Rights Certificates, upon
surrender  at any of the offices of the Rights  Agent designated for such
purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and  date evidencing an aggregate number of Rights
equal to the aggregate number of  Rights evidenced by the Rights Certificate
or Rights Certificates surrendered. If this Rights Certificate shall be
exercised  in part, the registered holder shall be entitled  to receive, upon
surrender hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.

Subject to the provisions of the Shareholder Rights Agreement, the Rights
evidenced by this Rights Certificate may  be, and under certain circumstances
are required to be, redeemed by the  Corporation at a redemption price of
$0.00001 per  Right.

No fractional Class A Shares will be issued upon the exercise of any Right
or  Rights evidenced hereby, but in lieu  thereof a cash payment will be
made, as provided in the Shareholder Rights  Agreement. No holder of this
Rights Certificate,  as such, shall be entitled to vote or receive dividends
or be deemed for any  purpose the holder of Class A Shares or of any  other
securities which may at any time be issuable upon the exercise hereof, nor
shall anything contained in the Shareholder  Rights Agreement or herein be
construed to confer upon the holder hereof, as such,  any of the rights of a
shareholder of the  Corporation or any right to vote for the election of
directors or upon any matter  submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to
receive  notice of meetings or other actions affecting  shareholders (except
as provided in the Shareholder Rights Agreement), or to  receive dividends or
subscription rights, or  otherwise, until the Rights evidenced by this Rights
Certificate shall have been  exercised as provided in the Shareholder  Rights
Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose
until it  shall have been countersigned by the  Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation and
its  corporate seal.

Date: ________________________



GOLD RESERVE INC.


By: ___________________________               By: ___________________________

[President]                                            [Corporate Secretary]

Countersigned:

COMPUTERSHARE TRUST COMPANY OF CANADA

By:  ___________________________
Authorized Signature


By:  ___________________________
Authorized Signature




=======================================

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer
the  Rights Certificate.)

FOR VALUE RECEIVED hereby sells, assigns and transfers unto
- ---------------------

(Please print name and address of transferee.)

the Rights represented by this Rights Certificate, together with all right,
title  and interest therein, and does hereby  irrevocably constitute and
appoint _______________________, as attorney, to  transfer the within Rights
on the  books of the Corporation, with full power of substitution.  Dated:

Signature

Signature Guaranteed:

(Signature must correspond to name as written upon the face of this Rights
Certificate in every particular,  without alteration or enlargement or any
change whatsoever.)  Signature must be guaranteed by a member firm of a
recognized stock exchange in  Canada, a registered national  securities
exchange in the United States, a member of the Investment Dealers
Association of Canada or National  Association of Securities Dealers, Inc. or
a commercial bank or trust company  having an office or correspondent in
Canada or the United States or a member of the Securities Transfer Agent
Medallion  Program (STAMP).


- -----------------------------------------------------------------------------

CERTIFICATE

(To be completed if true.)


The undersigned party transferring Rights hereunder, hereby represents, for
the  benefit of all holders of Rights and  Class A Shares, that the Rights
evidenced by this Rights Certificate are not, and,  to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or
an  Affiliate or Associate thereof or a  Person acting jointly or in concert
with any of the foregoing. Capitalized terms  shall have the meaning
ascribed  thereto in the Shareholder Rights Agreement.

Signature


- -----------------------------------------------------------------------------
  (To be attached to each Rights Certificate.)


=======================================


FORM OF ELECTION TO EXERCISE

(To be executed by the registered holder if such holder desires to exercise
the  Rights Certificate.)

TO:


The undersigned hereby irrevocably elects to exercise _____________ whole
Rights  represented by the attached  Rights Certificate to purchase the Class
A Shares or other securities, if  applicable, issuable upon the exercise of
such Rights and requests that certificates for such securities be issued in
the  name of:



(Name)
(Address)
(City and Province)
Social Insurance Number or other taxpayer identification number.  If such
number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate  for the balance of such Rights shall
be registered in the name of and delivered  to:


(Name)
(Address)
(City and Province)
Social Insurance Number or other taxpayer identification number.  Dated:


Signature

Signature Guaranteed:      (Signature must correspond to name as written upon
the  face of this Rights Certificate in  every particular, without alteration
or enlargement or any change whatsoever.)  Signature must be guaranteed by a
member firm of a recognized stock exchange in  Canada, a registered
national  securities exchange in the United States, a member of the
Investment Dealers  Association of Canada or National  Association of
Securities Dealers, Inc. or a commercial bank or trust company  having an
office or correspondent in  Canada or the United States or a member of the
Securities Transfer Agent Medallion  Program (STAMP).

Signature


- -----------------------------------------------------------------------------
  (To be attached to each Rights Certificate.)



=======================================

CERTIFICATE

(To be completed if true.)

The undersigned party exercising Rights hereunder, hereby represents, for
the  benefit of all holders of Rights and  Class A Shares, that the Rights
evidenced by this Rights Certificate are not, and,  to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or
an  Affiliate or Associate thereof or a  Person acting jointly or in concert
with any of the foregoing. Capitalized terms  shall have the meaning
ascribed  thereto in the Shareholder Rights Agreement.

Signature


- -----------------------------------------------------------------------------


(To be attached to each Rights Certificate.)

=======================================

NOTICE

In the event the certification set forth above in the Forms of Assignment
and  Election is not completed, the  Corporation will deem the Beneficial
Owner of the Rights evidenced by this Rights  Certificate to be an
Acquiring  Person or an Affiliate or Associate thereof. No Rights
Certificates shall be  issued in exchange for a Rights  Certificate owned or
deemed to have been owned by an Acquiring Person or an  Affiliate or
Associate thereof, or by  a Person acting jointly or in concert with an
Acquiring Person or an Affiliate or  Associate thereof.


Amended and Restated March 14, 2003/Approved by Shareholders June 11,
2003