Gold Reserve Limited — Proxy Solicitation & Information Statement 2024

Aug 26, 2024

GOLD RESERVE INC.

999 W. Riverside Ave., Suite 401, Spokane, WA 99201

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an interim order (the “ Interim Order ”) of the Court of King’s Bench of Alberta dated August 20, 2024, a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of class A common shares (the “ Class A Shares ”) of GOLD RESERVE INC. (the “ Company ”) will be held at the offices of Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, New York, NY, 10019-6022, United States on September 16, 2024 at 12:30 p.m. (Eastern Daylight Time) for the following purposes:

• 1 to consider pursuant to the Interim Order, and if thought appropriate, to pass with or without variation, a special resolution (the “ Arrangement Resolution ”) in the form included in the accompanying management information circular (the “ Circular ”) approving an arrangement (the “ Arrangement ”) under the provisions of the Business Corporations Act (Alberta), involving the Company and the Shareholders, pursuant to which (i) the Company will be continued under the Companies Act 1981 of Bermuda (the “ Companies Act ”); (ii) each Class A Share will become and remain a common share of the continued company, Gold Reserve Ltd. (“ Gold Reserve Bermuda ”); and (iii) the Company will become subject to the laws of Bermuda as if it had originally been incorporated under the Companies Act; and

• 2 to conduct any other business as may properly come before the Meeting or any adjournment or postponement thereof.

Registered Shareholders who are unable or do not wish to attend the Meeting or any adjournment or postponement thereof in person and who wish to ensure that their Class A Shares will be voted are requested to complete, date, sign and deposit the enclosed form of proxy with Proxy Services, c/o Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3006. The form of proxy may be transmitted by mail at the address indicated on the form of proxy, by phone at 1-800-652-8683, or electronically using the link or QR code included in the form of proxy. Subject to the discretion of the Chairperson of the Meeting, proxies to be used at the Meeting must be received by September 12, 2024 at 12:30 p.m. (Eastern Daylight Time) or not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to any adjournment or postponement of the Meeting. A form of proxy, Circular and Notice of Application to the Court of King’s Bench of Alberta accompany this Notice of Special Meeting of Shareholders.

Non-registered or beneficial Shareholders (for example, those Shareholders who hold Class A Shares in an account with an intermediary), should follow the voting procedures described in the voting instruction form provided by such intermediary or call the intermediary for information as to how to vote their Class A Shares. For further information with respect to Shareholders who own Class A Shares through an intermediary, see “ Voting by Non-Registered Shareholders ” in the accompanying Circular.

The specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Circular, including the Arrangement Resolution and the plan of arrangement, which sets forth the details of the Arrangement (the “ Plan of Arrangement ”).

This Notice of Special Meeting of Shareholders is being mailed or made available to Shareholders entitled to vote at the Meeting, on or about August 26, 2024.

The board of directors of the Company (the “ Board ”) has fixed the close of business on August 16, 2024 as the record date for the determination of Shareholders entitled to notice of the Meeting and any adjournment or postponement thereof.

AND TAKE NOTICE that pursuant to the Interim Order, dissenting Shareholders in respect of the proposed Arrangement Resolution contemplated in paragraph 1 above are entitled to be paid the fair value of their Class A Shares in respect of which they dissent in accordance with Section 191 of the Business Corporations Act (Alberta) (the “ABCA”), as modified by the Interim Order and Plan of Arrangement. To exercise such right, a dissenting Shareholder must send to the Company a written objection to the Arrangement Resolution, which written objection in respect of such Class A Shares must be received by the Company prior to the Meeting or by the Chairperson at the Meeting and such dissenting Shareholder must otherwise comply with Section 191 of the ABCA, as modified and supplemented by the Interim Order and Plan of Arrangement. A dissenting Shareholder ceases to have any rights as a Shareholder, other than the right to be paid the fair value of such holder’s Class A Shares in the amount agreed to with the Company or in the amount of the judgment, on the earliest of (i) immediately following the Arrangement becoming effective pursuant to the ABCA, (ii) the date of the making of an agreement between the dissenting Shareholder and the Company as to the payment for the dissenting Shareholder’s Class A Shares, and (iii) the date of the pronouncement of an order fixing the fair value of the Class A Shares. These dissent rights are further described in the accompanying Circular in the text of Section 191 of the ABCA included as Appendix F to the Circular. Failure to strictly comply with the requirements of that section, as modified by the Interim Order and Plan of Arrangement, and to adhere to the procedures established therein may result in the loss of all rights thereunder.

A non-registered Shareholder desiring to exercise the right of dissent must make arrangements for such Class A Shares beneficially owned to be registered in such holder’s name prior to the time the written objection to the Arrangement Resolution is required or, alternatively, make arrangements for the registered holder of such Class A Shares to dissent on such holder’s behalf. A registered Shareholder, such as a broker, who holds Class A Shares as nominee for non-registered Shareholders, some of whom wish to dissent, must exercise dissent rights on behalf of such non-registered Shareholders with respect to the Class A Shares held for such non-registered Shareholders. In such case, the demand for dissent should set forth the number of Class A Shares covered by it.

In the event that holders of the Class A Shares entitled to vote at the Meeting have exercised rights of dissent in respect of the Arrangement Resolution, the Board may, in its sole discretion, decide not to proceed with the Arrangement.

DATED this 20[th] day of August, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF GOLD RESERVE INC.

Paul Rivett Executive Vice-Chairman