FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November 2, 2004
Commission File Number: 001-31819
Gold Reserve Inc.
(Exact name of registrant as specified in its charter)
926 W. Sprague Avenue, Suite 200
Spokane, Washington 99201
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F _____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of
1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-____________
Filed with this Form 6-K is the following, which is incorporated herein by
reference:
99.1 Press Release
November 2, 2004
Gold Reserve Inc. Announces Exercise of Underwriters Option
Forward Looking Statements
The information presented or incorporated by reference in this report
contains both historical information and forward-looking statements (within
the meaning of Section 27A of the United States Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the United States
Securities Exchange Act of 1934, as amended (the Exchange Act)). These
forward- looking statements involve risks and uncertainties, as well as
assumptions that, if they never materialize, prove incorrect or materialize
other than as currently contemplated, could cause the results of the Company
and its consolidated subsidiaries to differ materially from those expressed
or implied by such forward-looking statements.
Numerous factors could cause actual results to differ materially from those
in the forward-looking statements, including without limitation the risk
that actual reserves may vary considerably from estimates presently made,
the impact of currency, metal prices and metal production volatility, the
concentration of operations and assets in Venezuela, the regulatory,
political and economic risks associated with Venezuelan operations, our
ability to obtain additional funding for future advancement of the Brisas
property, our dependence upon the abilities and continued participation of
certain key employees, and the risks normally incident to the operation and
development of mining properties.
The words "believe," "anticipate," "expect," "intend," "estimate," "plan,"
"assume," "positioned," "may," "will," "could" and other similar expressions
that are predictions of or indicate future events and future trends which do
not relate to historical matters, identify forward-looking statements. Any
such forward-looking statements are not intended to give any assurances as
to future results.
Investors are cautioned not to put undue reliance on forward-looking
statements, and should not infer that there has been no change in the
affairs of the Company since the date of this report that would warrant any
modification of any forward-looking statement made in this document, other
documents filed periodically with securities regulators or documents
presented on our Company website. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by this notice. The
Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise.
Investors are urged to read the Company's filings with U.S. and Canadian
regulatory agencies, which can be viewed on-line at www.sec.gov,
www.sedar.com or at the Company's website, www.goldreserveinc.com.
Additionally, you can request a copy directly from the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Gold Reserve Inc.
(Registrant)
Date: November 2, 2004 By: s/ Robert A. McGuinness
Name: Robert A. McGuinness
Title: Vice President - Finance & CFO
EXHIBIT INDEX
99.1 Press Release
NR-04-11
Gold Reserve Inc. Announces Exercise of Underwriters Option
TORONTO, ONTARIO November 2, 2004
This news release is intended for distribution in Canada only and is not
intended for distribution to United States newswire services or dissemination
in the United States. Gold Reserve Inc. (Gold Reserve or the Company)
(TSX:GRZ) announced today that a syndicate of underwriters led by Orion
Securities Inc. and Sprott Securities Inc. and including GMP Securities Ltd.
has exercised their option to purchase an additional 1,786,000 Units of the
Company in relation to the Offering previously announced on October 18, 2004.
With the exercise of the option, the Underwriters will purchase a total of
5,361,000 Units representing aggregate gross proceeds to the Company of CDN
$30,021,600.
Pursuant to the October 18, 2004 announcement, the Underwriters had agreed to
buy on a bought deal basis 3,575,000 Units from the Company and sell to
investors at a price of CDN$5.60 per Unit, representing aggregate proceeds of
CDN$20,020,000. Each Unit is comprised of one Common Share and one-half of a
Common Share Purchase Warrant of Gold Reserve. Each whole Common Share
Purchase Warrant will entitle the holder thereof to acquire one Common Share
of Gold Reserve at a price of CDN$6.50 per Common Share for a period of 24
months following the closing date of the Offering.
The net proceeds from the Offering will be used for the development of the
Brisas property in Bolivar State, Venezuela and for general working capital.
The Offering is scheduled to close on or about November 4, 2004. The
transaction is subject to the receipt of all necessary regulatory and stock
exchange approvals.
The securities being offered have not been, nor will be registered under the
United States Securities Act of 1933, as amended, and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
persons absent U.S. registration or an applicable exemption from U.S.
registration requirements. This release does not constitute an offer for sale
of securities in the United States.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
Gold Reserve Inc. is a Canadian company developing the Brisas gold copper
project in Southeastern Venezuela.
FOR FURTHER INFORMATION:
Internet http://www.goldreserveinc.com A. Douglas Belanger, President
926 W. Sprague Ave., Suite 200
Spokane, WA 99201 USA
Tel. (509) 623-1500
Fax (509) 623-1634