Gold Reserve Announces $50 Million Series A Funding with Strategic Investors

PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announces that it has entered into a memorandum of understanding with Cantor Fitzgerald Canada Corporation (“CFCC” or the “Agent”), to make a common offering of the Company’s “Common” shares in an expected amount of approximately $50.3 million (the “Offering”) at a price per Common Share of US$3.00 (the “Issue Price”).

The net proceeds from the Offering are expected to be used to fund the Company’s mining operations, as well as for working capital and general corporate purposes.

As part of the Scheme, the Company has acquired participation from strategic investors on the same terms as other investors in the Offer.

“It is our understanding that the government of Venezuela under President Rodriquez is reopening business. We believe that this new President wants to re-establish strong business relationships in the West and grow the economy for the benefit of the Venezuelan people. Gold Reserve intends to return to Venezuela as soon as we are able to do so in a safe and legal manner, to regroup, recalculate, recalculate finally, and restart the important mineral business,” said Paul Rivett, the Company’s Chief Executive Officer. “This investment achieves at least two important goals: rebuilding the mining investor base to capitalize on our long-term continued opportunities and increasing our committed capital to re-establish a potential business in Venezuela.”

The number of Common Shares to be sold will be determined in the context of the market in accordance with marketing efforts and there can be no assurance as to the completion of the Offering. The Closing of the Offering is expected to occur on or about February 26, 2026 (the “Offering Closing Date”) and is subject to the completion of legal documents and receipt of regulatory approvals, including the approval of the TSX Venture Exchange. In addition, the following listing of Common Shares will be issued in connection with the Offering remains subject to BSX approval.

The Company has granted the Agent an over-allotment option exercisable, in whole or in part, at the sole discretion of the Agent, to arrange for the purchase at an Issue Price of up to 25% more of the number of Common Shares sold in the Offering at any time up to two days prior to the Closing Date of the Offering, on the same terms and conditions of the Offering as the Policy. If fully exercised, the Company will raise approximately US$63 million in gross proceeds from the issuance of the Common Shares.

The Common Shares will be offered in a “best efforts” private placement pursuant to an exemption applicable in each Canadian province under National Instrument 45-106 – Prospectus Exemptions and in the United States through a private placement pursuant to an applicable exemption from the registration requirements of the United States Securities Act of 1933 (The Securities Act of 1933), and applicable US Securities laws, and applicable US Securities laws in other jurisdictions. Common Shares available to Canadian registrants in connection with the Offering will be subject to a statutory period in Canada of four months from the Closing Date of the Offering. Any Common Shares sold to investors outside of Canada will be sold in accordance with OSC Rule 72-503.

In connection with the Offering, the Agent will receive a commission equal to 6.0% of the net proceeds from the sale of the Common Shares subject to certain exceptions as of the Closing Date of the Offering.