Mr. Paul Rivett reports

GOLD RESERVE ANNOUNCES SPIN-OUT OF AMERICAN HERALDS MINING CORPORATION, A NEW US-DOMICILED WESTERN HEMISPHERE MINING PLATFORM SUPPORTING U.S. CRITICAL MINERAL PRIORITIES

Gold Reserve Ltd. has formed American Heralds Mining Corp., a new United States-domiciled mining company, designed to advance Western Hemisphere resource development and support the United States' priorities around secure, resilient critical mineral supply chains.

The company is evaluating a spinout transaction under which all of Gold Reserve's mining interests in Venezuela (including the company's continuing efforts to pursue its interest in the Siembra Minera project) and its Alaskan property would be transferred to American Heralds, with the shares of American Heralds distributed to the company's shareholders. American Heralds is expected to be headquartered in Miami, Fla., positioning the company within immediate reach of U.S.-based Venezuelan management, federal regulatory institutions and the professional services ecosystem needed to expedite a mining platform. Details of the spinout are subject to continuing review by the company's advisers and board of directors, and all applicable approvals, including shareholder approval.

The company underscores the importance of maintaining these assets within a U.S.-aligned framework. American Heralds is structured to provide a stable pathway for development of critical mineral resources essential to national security. The company's long-standing rights, technical data and operational readiness position it to move quickly in support of U.S. strategic objectives and supply chain resilience.

Following completion of the spinout, the company intends to pursue a U.S. initial public offering of American Heralds and a U.S. stock exchange listing, consistent with the Administration's emphasis on expanding U.S.-based industrial capacity and bringing strategic resource development under U.S. governance.

"American Heralds represents the launch of a new U.S.-based mining company focused on Western Hemisphere opportunities and the development of resilient supply chains," said Paul Rivett, vice-chair. "The opportunity to return to Venezuela and participate in the country's economic revitalization reflects the cooperation between President Trump's administration and President Rodriguez, which has created a constructive environment for U.S.-aligned operators."

Following the spinout of American Heralds, the company would become an investment holding company with a minority interest in American Heralds. The company would continue to pursue recovery on its Arbitral Award, including in the Delaware and Portugal proceedings. To clearly distinguish the company from the new mining company, American Heralds, management intends to pursue the renaming of Gold Reserve to Hamilton American Holdings Ltd. The name change is subject to continuing review by the company's advisers, board of directors and shareholder approval.

The company expects to file and mail a proxy and information circular regarding both the spinout and name change in due course, and is currently targeting the third quarter of 2026.

We seek Safe Harbor.