As filed with the Securities and Exchange
Commission on April 2, 1999 Registration No. 033-61113
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 5
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLD RESERVE INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Canada N/A
-------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
926 West Sprague Avenue
Suite 200
Spokane, Washington 99201
---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
GOLD RESERVE 1985 STOCK OPTION PLAN
GOLD RESERVE 1992 STOCK OPTION PLAN
GOLD RESERVE 1994 STOCK OPTION PLAN
GOLD RESERVE KSOP PLAN
------------------------------------
(Full title of the plans)
ROCKNE J. TIMM
926 West Sprague Avenue
Suite 200
Spokane, Washington 99201
(509) 623-1500
------------------------------------
(Name, address, and telephone number,
including area code, of agent for service)
<PAGE>
with a copy to:
ALAN G. HARVEY
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
(214) 978-3000
PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE FOLLOWING
REGISTRATION STATEMENTS OF GOLD RESERVE CORPORATION, AS ASSUMED BY
GOLD RESERVE INC. AS SUCCESSOR ISSUER, ON FORM S-8 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ARE INCORPORATED HEREIN BY
REFERENCE: (A) REGISTRATION STATEMENT ON FORM S-8 (REGISTRATION NO.
033-61113), AS AMENDED; (B) REGISTRATION STATEMENT ON FORM S-8
(REGISTRATION NO. 033-58700), AS AMENDED; (C) REGISTRATION STATEMENT
ON FORM S-8 (REGISTRATION NO. 033-69912), AS AMENDED; AND
(D) REGISTRATION STATEMENT ON FORM S-8 (REGISTRATION NO. 033-35595).
AS NECESSARY TO COMPLY WITH RULE 462 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, THIS REGISTRATION STATEMENT SHALL BE DEEMED A POST-
EFFECTIVE AMENDMENT TO ALL SUCH REGISTRATION STATEMENTS.
<PAGE>
EXPLANATORY NOTES
Reorganization of GR-Montana to Canada
--------------------------------------
On February 3, 1999, the stockholders of Gold Reserve Corporation
("GR-Montana"), a Montana corporation, approved the Agreement and Plan
of Merger (the "Merger Agreement") by and among GR-Montana, Gold
Reserve Inc. ("GR-Canada"), a Yukon corporation, and GR-Merger Corp.
("Merger Sub"), a Montana corporation, pursuant to which Merger Sub
merged with and into GR-Montana and GR-Montana became a wholly-owned
subsidiary of GR-Canada (the "Merger"). The Merger became effective
February 4, 1999. Pursuant to the terms of the Merger Agreement, the
options previously granted under the Gold Reserve 1985 Stock Option
Plan (the "1985 Plan"), Gold Reserve 1992 Stock Option Plan (the "1992
Plan"), Gold Reserve 1994 Plan (the "1994 Plan" and, together with the
1985 Plan, as amended in the Merger, and the 1992 Plan, as amended in
the Merger, the "Predecessor Plans") may be exercised and will be
exchanged automatically for Class A common shares, no par value per
share, of GR-Canada ("GR-Canada Class A Shares") and GR-Canada Class A
Shares will be issued pursuant to the Gold Reserve KSOP Plan (the
"KSOP Plan").
Consolidation of Registration Statements
----------------------------------------
A total of 3,013,960 shares were registered by Post-Effective
Amendment No. 3 to Registration Statement on Form S-8 (Registration
No. 033-61113) (the "Prior Registration Statement") for issuance in
connection with the Predecessor Plans and the KSOP Plan. On June 5,
1997, the stockholders of GR-Montana approved the Gold Reserve 1997
Equity Incentive Plan and pursuant to the terms of the Merger
Agreement such plan was assumed by GR-Canada (as amended in the
Merger, the "1997 Plan"), and the options that have or will be granted
under the 1997 Plan may be exercised and will be exchanged
automatically for GR-Canada Class A Shares. Options and restricted
stock are no longer being granted under the Predecessor Plans. Shares
subject to stock options previously existing under the Predecessor
Plans that as a result of forfeiture to GR-Canada again become subject
to reissuance are reissued and administered pursuant to the 1997 Plan.
A total of 2,108,889 shares previously registered under the Prior
Registration Statement remain unsold and have not been issued under
the Predecessor Plans and, pursuant to Instruction E to Form S-8 and
the telephonic interpretation of the Securities and Exchange
Commission (the "Commission") set forth at item 89 of section G of the
Division of Corporation Finance's Manual of Publicly Available
Telephone Interpretations (July 1997), are carried forward to, and
deemed covered by, the Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 filed on or about the date hereof in connection
with 1997 Plan (the "1997 Plan Registration Statement"). None of the
258,300 shares relating to the KSOP Plan registered under the Prior
Registration Statement are carried forward to, or deemed covered by,
the 1997 Plan Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by GR-Montana and GR-Canada, as
successor issuer, are hereby incorporated by reference into this
Registration Statement. All documents subsequently filed by GR-Canada
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment to the Registration Statement
which indicates that all shares of Common Stock offered hereunder have
been sold or which deregisters all shares then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
(a) GR-Montana's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) GR-Montana's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) GR-Montana's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998;
(d) GR-Montana's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(e) Current Report on Form 8-K filed February 5, 1999 of GR-Canada;
and
(f) The description of GR-Canada's Common Stock as contained in
GR-Canada's Registration Statement on Form 8-A, dated December 1,
1998, including all amendments and reports filed for the purpose
of updating such descriptions.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interest of Named Experts and Counsel
-------------------------------------
None.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The only statutes, charter provisions, bylaws, contracts or other
arrangements under which a director or officer of GR-Canada is insured
or indemnified in any manner against liability which such officer of
director may incur in such capacity is Section 126 of the Yukon
<PAGE>
Business Corporations Act and Sections 7.02 through 7.04 of GR-
Canada's Bylaws. Taken together, the statutory and bylaw provisions
generally allow GR-Canada to indemnify its directors or officers
against liability and expenses provided the officer or director
seeking indemnity (1) was substantially successful on the merits in
the defense of the action or proceeding, (2) (a) acted honestly and in
good faith with a view to the best interest of GR-Canada and (b) in
the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the officer or director had reasonable
grounds for believing the conduct was lawful, and (3) is fairly and
reasonably entitled to indemnity.
YUKON LAW
Section 126 of the Yukon Business Corporation Act is set forth in its
entirety as follows:
126.(1) Except in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its
favour, a corporation may indemnify a director or officer of
the corporation, a former director or officer of the
corporation or a person who acts or acted at the
corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred
by him in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of
being or having been a director or officer of that
corporation or body corporate, if
(a) he acted honestly and in good faith with a view to the
best interests of the corporation, and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct
was lawful.
(2) A corporation may with the approval of the Supreme Court
indemnify a person referred to in subsection (1) in respect
of an action by or on behalf of the corporation or body
corporate to procure a judgment in its favour, to which he is
made a party by reason of being or having been a director or
an officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in
connection with the action if he fulfils the conditions set
out in paragraphs (1)(a) and (b).
<PAGE>
(3) Notwithstanding anything in this section, a person referred
to in subsection (1) is entitled to indemnity from the
corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defence of
any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a
director or officer of the corporation or body corporate, if
the person seeking indemnity
(a) was substantially successful on the merits in his
defence of the action or proceeding,
(b) fulfills the conditions set out in paragraphs (1)(a) and
(b), and
(c) is fairly and reasonably entitled to indemnity.
(4) A corporation may purchase and maintain insurance for the
benefit of any person referred to in subsection (1) against
any liability incurred by him
(a) in his capacity as a director or officer of the
corporation, except when the liability relates to his
failure to act honestly and in good faith with a view to
the best interests of the corporation, or
(b) in his capacity as a director or officer of another body
corporate if he acts or acted in that capacity at the
corporation's request, except when the liability relates
to his failure to act honestly and in good faith with a
view to the best interests of the body corporate.
(5) A corporation or a person referred to in subsection (1) may
apply to the Supreme Court for an order approving an
indemnity under this section and the Supreme Court may so
order and make any further order it thinks fit.
(6) On an application under subsection (5), the Supreme Court may
order notice to be given to any interested person and that
person is entitled to appear and be heard in person or by
counsel.
SECTIONS 7.02 THROUGH 7.04 OF GR-CANADA'S BYLAWS ARE SET FORTH IN
THEIR ENTIRETY AS FOLLOWS:
7.02 LIMITATION OF LIABILITY
Subject to the Act, no director or officer, or former
director or officer, of the Corporation shall be liable for
the acts, receipts, neglects or defaults of any other
director or officer or employee, or for the joining in any
receipt or act for conformity, or for any loss or damage or
expense happening to the Corporation through the
<PAGE>
insufficiency or deficiency of title to any property acquired
by the Corporation or for or on behalf of the Corporation or
for the insufficiency or deficiency of any security in or
upon which any of the money of or belonging to the
Corporation shall be placed or invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious
act of any person, firm or corporation including any person,
firm or corporation with whom or with which any moneys,
securities or effects shall be lodged or deposited, or for
any loss, conversion, misapplication or misappropriation of
or any damage resulting from any dealing with any moneys,
securities or other assets of or belonging to the Corporation
or for any other loss, damage or misfortune whatsoever which
may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall
happen by or through his failure to exercise the powers and
to discharge the duties of his office honestly and in good
faith with a view to the best interest of the Corporation and
to exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances.
Any repeal or modification of the foregoing provisions of
this paragraph 7.02 shall not adversely affect any limitation
on the personal liability of a director or officer of the
Corporation arising from an act or omission occurring prior
to the time of such repeal or amendment. In addition to the
circumstances in which a director or officer of the
Corporation is not personally liable as set forth in the
foregoing provisions of this paragraph 7.02, a director or
officer shall not be liable to the Corporation or its
sareholders to such further extent as permitted by any law
hereafter enacted, including, without limitation, any
subsequent amendment to the Act.
7.03 INDEMNITY
Subject to the Act, the Corporation shall indemnify a
director or officer, a former director or officer, and a
person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the
Corporation is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges
and expenses, including any amount paid to settle an action
or satisfy a judgement, reasonably incurred by him in respect
of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of being or having been
a director or officer of the Corporation or such body
corporate, if:
(a) he acted honestly and in good faith with a view to the
best interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing his conduct was
lawful.
<PAGE>
The Corporation shall indemnify the directors and officers of
the Corporation to the fullest extent permitted by law. The
Corporation may indemnify any employee or agent of the
Corporation to the fullest extent permitted by law. In
addition to the circumstances in which a director or officer
of the Corporation is indemnified as set forth in the
foregoing provisions of this paragraph 7.03, a director or
officer shall be indemnified by the Corporation to such
further extent as permitted by any law hereafter enacted,
including, without limitation, any subsequent amendment to
the Act.
7.04 INSURANCE
The Corporation may, subject to and in accordance with the
Act, purchase and maintain insurance for the benefit of any
director or officer, or former director or officer, of the
Corporation as such against any liability incurred by him.
The Corporation may provide such insurance to directors and
officers regardless of whether such directors and officers
are indemnified pursuant to paragraph 7.03 above.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit
Number Description
------- ------------------------------------------------------------
4.1 First Amendment to Gold Reserve 1985 Stock Option Plan*
4.2 First Amendment to Gold Reserve 1992 Stock Option Plan*
4.3 Gold Reserve 1985 Stock Option Plan (incorporated by
reference to Exhibit No. 4.1 to GR-Montana's Registration
Statement on Form S-8 (Registration No. 33-35595) filed with
the Commission on June 29, 1990)
4.4 Gold Reserve 1992 Stock Option Plan (incorporated by
reference to Exhibit No. 4.3 to GR-Montana's Registration
Statement on Form S-8 (Registration No. 33-58700) filed with
the Commission on February 23, 1993)
4.5 Gold Reserve 1994 Stock Option Plan (incorporated by
reference to GR-Montana's Proxy Statement, dated June 14,
1994, which was mailed to GR-Montana's shareholders in
connection with the Annual Meeting of Shareholders held on
July 22, 1994)
<PAGE>
Exhibit
Number Description
------- ------------------------------------------------------------
4.6 Gold Reserve KSOP Plan (incorporated by reference to GR-
Montana's Proxy Statement, dated June 14, 1994, which was
mailed to GR-Montana's shareholders in connection with the
Annual Meeting of Shareholders held on July 22, 1994)
4.7 Restated Articles of Incorporation of GR-Canada, filed
November 20, 1998 (incorporated by reference to Exhibit No.
3.1 to GR-Canada's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Commission on
November 27, 1998)
4.8 Bylaws of GR-Canada (incorporated by reference to Exhibit No.
3.2 to GR-Canada's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Commission on
November 27, 1998)
4.9 Rights Agreement, dated as of October 5, 1998, between
GR-Canada and Montreal Trust Company of Canada (incorporated
by reference to Exhibit No. 4.3 to GR-Canada's Registration
Statement on Form S-4 (Registration No. 333-68061) filed with
the Commission on November 27, 1998)
4.10 Form of Certificate for the GR-Canada Class A Shares
(incorporated by reference to Exhibit 4.4 to GR-Canada's
Registration Statement on Form S-4 (Registration No. 333-
68061) filed with the Commission on November 27, 1998)
23.1 Consent of PricewaterhouseCoopers LLP*
24.1 Power of attorney (incorporated by reference to the signature
page of Post Effective Amendment No. 4 to the Registration
Statement on Form S-8 (Registration No. 033-61113) filed with
the Commission on June 10, 1998)
*Filed herewith.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
<PAGE>
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is
on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement
to include any financial statements required by Rule
3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial
statements and information otherwise required by Section
10(a)(3) of the Securities Act need not be furnished,
<PAGE>
provided, that the Registrant includes in the
prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that
all other information in the prospectus is at least as
current as the date of those financial statements.
Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective
amendment need not be filed to include financial
statements and information required by Section 10(a)(3)
of the Securities Act or Rule 3-19 of this chapter if
such financial statements and information are contained
in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in the Form F-3.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act, each filing of the
Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee
benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall
be deemed to be a new registration statement
relating to the securities offered therein, and
the offering of such securities at that time
shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted
to directors, officers and controlling persons of
the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission
such indemnification is against public policy as
expressed in the Securities Act and is,
therefore, unenforceable. In the event that a
claim for indemnification against such
liabilities (other than the payment by the
Registrant of expenses incurred or paid by a
director, officer or controlling person of the
Registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in
connection with the securities being registered,
the Registrant will, unless in the opinion of its
counsel the matter has been settled by
controlling precedent, submit to a court of
<PAGE>
appropriate jurisdiction the question whether
such indemnification by it is against public
policy as expressed in the Securities Act and
will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Spokane, State
of Washington, on April 1, 1999.
GOLD RESERVE INC.
By: /s/ Rockne J. Timm
-----------------------------------
ROCKNE J. TIMM
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------- ------------------------------------------ ---------------
<S> <C> <C>
/s/ Rockne J. Timm Chairman of the Board, President, Chief
-------------------------------- Executive Officer and Director (Principal
ROCKNE J. TIMM Executive Officer) April 1, 1999
* Vice President of Finance and Chief
-------------------------------- Financial Officer (Principal Financial and
ROBERT A. McGUINNESS Accounting Officer) April 1, 1999
*
-------------------------------- Executive Vice President and Director April 1, 1999
A. DOUGLAS BELANGER
*
-------------------------------- Senior Vice President and Director April 1, 1999
JAMES P. GEYER
*
-------------------------------- Director April 1, 1999
JAMES H. COLEMAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------- ------------------------------------------ ---------------
<S> <C> <C>
*
-------------------------------- Director April 1, 1999
PATRICK D. McCHESNEY
*
-------------------------------- Director April 1, 1999
CHRIS D. MIKKELSEN
*
-------------------------------- Director April 1, 1999
JEAN CHARLES POTVIN
*By: /s/ Rockne J. Timm
--------------------------
ROCKNE J. TIMM
Attorney-in-Fact April 1, 1999
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- ------------------------------------------------------------
4.1 First Amendment to Gold Reserve 1985 Stock Option Plan*
4.2 First Amendment to Gold Reserve 1992 Stock Option Plan*
4.3 Gold Reserve 1985 Stock Option Plan (incorporated by
reference to Exhibit No. 4.1 to GR-Montana's Registration
Statement on Form S-8 (Registration No. 33-35595) filed with
the Commission on June 29, 1990)
4.4 Gold Reserve 1992 Stock Option Plan (incorporated by
reference to Exhibit No. 4.3 to GR-Montana's Registration
Statement on Form S-8 (Registration No. 33-58700) filed with
the Commission on February 23, 1993)
4.5 Gold Reserve 1994 Stock Option Plan (incorporated by
reference to GR-Montana's Proxy Statement, dated June 14,
1994, which was mailed to GR-Montana's shareholders in
connection with the Annual Meeting of Shareholders held on
July 22, 1994)
4.6 Gold Reserve KSOP Plan (incorporated by reference to GR-
Montana's Proxy Statement, dated June 14, 1994, which was
mailed to GR-Montana's shareholders in connection with the
Annual Meeting of Shareholders held on July 22, 1994)
4.7 Restated Articles of Incorporation of GR-Canada, filed
November 20, 1998 (incorporated by reference to Exhibit No.
3.1 to GR-Canada's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Commission on
November 27, 1998)
4.8 Bylaws of GR-Canada (incorporated by reference to Exhibit
No. 3.2 to GR-Canada's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Commission on
November 27, 1998)
4.9 Rights Agreement, dated as of October 5, 1998, between
GR-Canada and Montreal Trust Company of Canada (incorporated
by reference to Exhibit No. 4.3 to GR-Canada's Registration
Statement on Form S-4 (Registration No. 333-68061) filed
with the Commission on November 27, 1998)
4.10 Form of Certificate for the GR-Canada Class A Shares
(incorporated by reference to Exhibit 4.4 to GR-Canada's
Registration Statement on Form S-4 (Registration No. 333-
68061) filed with the Commission on November 27, 1998)
<PAGE>
Exhibit
Number Description
------- ------------------------------------------------------------
23.1 Consent of PricewaterhouseCoopers LLP*
24.1 Power of attorney (incorporated by reference to the
signature page of Post Effective Amendment No. 4 to the
Registration Statement on Form S-8 (Registration No. 033-
61113) filed with the Commission on June 10, 1998)
*Filed herewith.
<PAGE>
EXHIBIT 4.1
-----------
FIRST AMENDMENT TO
GOLD RESERVE CORPORATION 1985 STOCK OPTION PLAN
1. The Plan is amended effective February 4, 1999 by adding a new
Section 12 to the end thereof to read as follows:
12. Adjustment In Capitalization.
(a) In the event of a Change in Capitalization (as defined
in paragraph (d) below), the Committee shall
conclusively determine the appropriate adjustments, if
any, to (i) the maximum number and class of Common
Shares or other securities with respect to which options
may be granted under the Plan; (ii) the number and class
of Common Shares or other securities which are subject
to outstanding options granted under the Plan, and the
purchase price therefor, and (iii) the maximum number of
Common Shares or other securities with respect to which
options may be granted during the term of the Plan.
(b) Any such adjustment in the Common Shares or other
securities subject to outstanding Incentive Stock
Options (including any adjustments in the purchase
price) shall be made in such a manner as not to
constitute a modification as defined by Section
424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.
(c) If, by reason of a Change in Capitalization, an optionee
shall be entitled to exercise an option with respect to
new, additional or different Common Shares or
securities, such new, additional or different shares
shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were
applicable to the Common Shares subject to the option,
as the case may be, prior to such Change in
Capitalization.
(d) "Change in Capitalization" means any increase or
reduction in the number of Common Shares, or any change
(including, but not limited to, a change in value) in
the Common Shares or exchange or conversion of Common
Shares for a different number or kind of shares or other
securities of the Company or any other corporation or
other entity, including Gold Reserve Inc., a Yukon
corporation, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization,
spin-off, split-up, issue of warrants, rights or
debentures, change in the exercise price or conversion
<PAGE>
price under any warrants, rights or debenture as a
result of any event, stock dividend, stock split or
reverse stock split, extraordinary dividend, property
dividend, combination or exchange of shares or
otherwise.
<PAGE>
EXHIBIT 4.2
-----------
FIRST AMENDMENT TO
GOLD RESERVE CORPORATION 1992 STOCK OPTION PLAN
1. The Plan is amended effective February 4, 1999 by adding a new
Section 13 to the end thereof to read as follows:
13. Adjustment In Capitalization.
(a) In the event of a Change in Capitalization (as defined
in paragraph (d) below), the Committee shall
conclusively determine the appropriate adjustments, if
any, to (i) the maximum number and class of Common
Shares or other securities with respect to which Options
may be granted under the Plan; (ii) the number and class
of Common Shares or other securities which are subject
to outstanding Options granted under the Plan, and the
purchase price therefor, and (iii) the maximum number of
Common Shares or other securities with respect to which
Options may be granted during the term of the Plan.
(b) Any such adjustment in the Common Shares or other
securities subject to outstanding Incentive Stock
Options (including any adjustments in the purchase
price) shall be made in such a manner as not to
constitute a modification as defined by Section
424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.
(c) If, by reason of a Change in Capitalization, an Optionee
shall be entitled to exercise an Option with respect to
new, additional or different Common Shares or
securities, such new, additional or different shares
shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were
applicable to the Common Shares subject to the Option,
as the case may be, prior to such Change in
Capitalization.
(d) "Change in Capitalization" means any increase or
reduction in the number of Common Shares, or any change
(including, but not limited to, a change in value) in
the Common Shares or exchange or conversion of Common
Shares for a different number or kind of shares or other
securities of the Company or any other corporation or
other entity, including Gold Reserve Inc., a Yukon
corporation, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization,
spin-off, split-up, issue of warrants, rights or
<PAGE>
debentures, change in the exercise price or conversion
price under any warrants, rights or debenture as a
result of any event, stock dividend, stock split or
reverse stock split, extraordinary dividend, property
dividend, combination or exchange of shares or
otherwise.
<PAGE>
EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Gold Reserve, Inc. on Form S-8 (File No. 033-61113) of
our report on Gold Reserve Corporation, which includes an explanatory
paragraph related to a change in accounting for the impairment of
long-lived assets in 1996, dated February 23, 1998, except for Note 9
as to which the date is March 3, 1998, on our audits of the
consolidated financial statements of Gold Reserve Corporation as of
December 31, 1997 and 1996, and for the years ended December 31, 1997,
1996 and 1995.
/s/PricewaterhouseCoopers LLP
Spokane, Washington
April 1, 1999
<PAGE>
