SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GOLD RESERVE CORPORATION
(Exact name of registrant as specified in its charter)
Montana 1041 81-0266636
State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classification Identification
incorporation or Code Number) No.)
organization)
__________________________________________________________
1940 Seafirst Financial Center
Spokane, Washington 99201
(509) 623-1500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Rockne J. Timm
President and Chief Executive Officer
Gold Reserve Corporation
1940 Seafirst Financial Center
Spokane, Washington 99201
(509) 623-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Douglas J. Siddoway, Esq.
Randall & Danskin, P.S.
1500 Seafirst Financial Center
601 West Riverside Avenue
Spokane, Washington 99201
(509) 747-2052
__________________________________________________________
Approximate date of commencement of the proposed sale of the
securities to the public: As soon as practicable following the
effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1993, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [X]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each maximum maximum Amount
class of Amount offering aggregate of regi-
securities to to be price per offering stration
be registered registered unit price fee
_____________ __________ _________ _________ ________
<S> <C> <C> <C> <C>
Common Stock,
no par value
per share 2,727,979 shares - -
$6,232.02
</TABLE>
The Prospectus included herein relates to: (i) 2,727,979
previously issued shares of Common Stock registered hereby and
(ii) an aggregate of 9,597,869 previously issued but yet
undistributed shares of Common Stock, 1,000,000 previously issued
but unexercised Common Stock purchase warrants and 1,000,000
shares of Common Stock issuable upon exercise of the warrants
registered on Form S-1 (Registration No. 33-62804, effective
August 9, 1993) and Form S-2 (Registration No. 33-77672, effective
June 22, 1994). Such prospectus is included herein in reliance on
Rule 429.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
The amount of the registration fee with respect to the shares
of Common Stock registered hereby has been calculated in
accordance with Section 6(c) of the Securities Act and Rule 457(c)
adopted thereunder, using the average bid and asked prices of the
Common Stock as reported by the Nasdaq Stock Market on June 26,
1995, which was $6.625 per share. (The additional shares of
Common Stock and the Common Stock purchase warrants offered
pursuant to the Prospectus included herein were previously
registered on Form S-1 (Registration No. 33-62804, effective
August 9, 1993) and Form S-2 (Registration No. 33-77672, effective
June 22, 1994. Such Prospectus is included herein in reliance on
Rule 429.)
<PAGE>
CROSS REFERENCE SHEET PURSUANT TO ITEM 501(b)
<TABLE>
<CAPTION>
Item Caption or
No. Form S-3 Caption Location in Prospectus
____ ________________ ______________________
<S> <C> <C>
1. Forepart of the Registration Forepart of Registration
Statement and Outside Statement; Outside Front
Front Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Inside Front and Outside
Cover Pages of Prospectus Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors Prospectus Summary; Risk
and Ratio of Earnings to Fixed Factors; Background of
Charges the Offering
4. Use of Proceeds *
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders Background of the
Offering; Selling
Shareholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Description of Capital
Registered Stock
10. Interests of Named Experts Legal Matters; Experts
and Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission
Position on Imdemnification Plan of Distribution
Indemnification for Securities
Act Liabilities
</TABLE>
*Items identified by asterisk have been omitted because the item
is inapplicable.
<PAGE>
PROSPECTUS
__________
11,325,798 Previously Issued Shares of Common Stock,
1,000,000 Previously Issued Common Stock
Purchase Warrants and 1,000,000 Shares of Common Stock
Issuable upon Exercise of the Warrants
________________________________________________________
GOLD RESERVE CORPORATION
This Prospectus relates to 11,325,798 previously issued shares
(the "Shares") of common stock, no par value (the "Common Stock"),
1,000,000 previously issued Common Stock purchase warrants (the
"Warrants") and 1,000,000 Shares issuable upon exercise of the
Warrants of Gold Reserve Corporation (the "Company" or "Gold
Reserve"), a Montana corporation, to be offered and sold from time
to time by certain shareholders of the Company (the "Selling
Shareholders"). See "Background of the Offering," "Selling
Shareholders" and "Plan of Distribution." The Company will not
receive any of the proceeds from the sale of the Shares or the
Warrants.
The Selling Shareholders propose to sell the Shares and
Warrants from time to time or at any time during a period of two
years after the registration statements of which this Prospectus
is a part have become effective, in the over-the-counter market,
in other permitted public sales, in privately negotiated
transactions or otherwise, at market prices prevailing at the time
of sale or at negotiated prices. Some or all of the Shares or
Warrants may be sold in transactions involving broker-dealers, who
may act solely as agent or may acquire Shares or Warrants as
principal. Broker-dealers participating in such transactions as
agent may receive commissions from the Selling Shareholders and,
if they act as agent for the purchaser, also from the purchaser.
Selling Shareholders and any such broker-dealer may be deemed to
be "underwriters," as that term is defined in the Securities Act.
Any commissions received by any such broker-dealer in connection
with any such sales, and any profits received from the resale of
Shares or Warrants acquired by such broker-dealer as principal,
may be deemed to be underwriting discounts and commissions
pursuant to the Securities Act. See "Plan of Distribution."
The Company has paid all fees and expenses incident to the
registration of the Shares and Warrants. Normal commission
expenses and brokerage fees, and any applicable transfer taxes
relating to the Shares and Warrants, are payable by the Selling
Shareholders.
The Common Stock is traded on the Nasdaq Stock Market under the
symbol "GLDR" and on the Toronto Stock Exchange under the symbol
"GLR". On July __, 1995, the high and low sales prices per share
of the Common Stock, as reported by the Nasdaq Stock Market, were
$____ and ____.
These are speculative securities and involve a high degree of
risk. See "Risk Factors."
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting Proceeds to
Price to Discounts or Selling
Public Commissions Shareholder
____________ ____________ ___________
<S> <C> <C> <C>
Per Share. . . See Text Above See Text Above See Text Above
</TABLE>
No person has been authorized to give any information or to make
any representations other than those contained or incorporated by
reference in this Prospectus, and if given or made, such
information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than the registered securities to which it relates or an offer to
sell or the solicitation of an offer to buy such securities in any
circumstances in which such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of
any time subsequent to the date hereof.
The date of this Prospectus is July __, 1995.
<PAGE>
PERSONS WHO PUBLICLY REOFFER THE SECURITIES OFFERED HEREBY IN THE
UNITED STATES MAY BE DEEMED UNDER CERTAIN CIRCUMSTANCES TO BE
"UNDERWRITERS" AS THAT TERM IS DEFINED IN SECTION 2(11) OF THE
SECURITIES ACT. PERSONS PLANNING TO REOFFER SUCH SECURITIES
PUBLICLY IN THE UNITED STATES SHOULD CONSULT WITH THEIR COUNSEL
PRIOR TO ANY SUCH REOFFER IN ORDER TO DETERMINE WHETHER SUCH
REOFFERS SHOULD BE ACCOMPANIED BY DELIVERY OF A PROSPECTUS.
____________________
AVAILABLE INFORMATION
Gold Reserve has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
(the "Registration Statement"), pursuant to the provisions of the
Securities Act, and the rules and regulations promulgated
thereunder. Such Registration Statement provides for the
registration of 2,727,979 of the Shares offered hereby and also
updates and amends registration statements on Form S-1
(Registration No. 33-62804, effective August 9, 1993) and Form S-2
(Registration No. 33-77672, effective June 22, 1994) previously
filed by Gold Reserve for the registration of the remaining
9,597,820 Shares and the Warrants offered hereby, pursuant to
Rule 429 of the Securities Act. This Prospectus, which
constitutes a part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the
rules and regulations of the Commission. For further information
with respect to Gold Reserve and the Shares and Warrants offered
hereby, reference is made to the Registration Statement, including
the exhibits thereto and financial statements and notes
incorporated by reference as a part thereof. Statements made in
this Prospectus concerning the contents of any contract or other
document are not necessarily complete. With respect to each such
contract or other document filed with the Commission as an exhibit
to the Registration Statement, or incorporated by reference to
exhibits previously filed, reference is made to the exhibit for a
more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such
reference.
Gold Reserve is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Commission. The Registration Statements and
the exhibits thereto, and other reports and information filed by
Gold Reserve with the Commission, may be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and will also be available for inspection and copying
at the following regional offices of the Commission upon payment
of prescribed fees: Northeast Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048 and Midwest Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.
<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained in
this Prospectus and is qualified in its entirety by reference to
the more detailed information and financial statements appearing
elsewhere in this Prospectus.
The Company
Gold Reserve is a Montana corporation organized in 1956 to
explore and develop mining properties. The Company is presently
engaged, through subsidiary foreign corporations, in exploring a
gold property in Venezuela for possible development, and, to a
lesser extent, in exploring other mineral properties in Venezuela
and elsewhere in the world for possible acquisition or joint
venture. The Company's principal mining asset is the Brisas
concession, which is in the exploration state and is located in
the Kilometer 88 mining area of southeastern Venezuela. See "Risk
Factors."
Unless the context requires otherwise, the term the "Company"
used throughout this Prospectus refers to Gold Reserve Corporation
and the following subsidiaries: Compania Aurifera Brisas del
Cuyuni, C.A. ("Brisas"); Gold Reserve de Venezuela, C.A.
("GLDRV"); Compania Minera Unicornio, C.A. ("Unicorn"); Great
Basin Energies, Inc. ("Great Basin"); MegaGold Corporation
("MegaGold"); Gold Reserve Holdings A.V.V. ("GR Holdings"); Gold
Reserve de Aruba A.V.V. ("Gold Reserve Aruba"); G.L.D.R.V.
Aruba A.V.V. ("GLDRV Aruba"); Glandon Company A.V.V. ("Glandon");
GoldenLake A.V.V. ("GoldenLake"); Stanco Investments A.V.V.
("Stanco"); and Mont Ventoux A.V.V. ("Mont Ventoux").
The principal executive offices of the Company are located at
1940 Seafirst Financial Center, Spokane, Washington 99201. The
Company's telephone number is (509) 623-1500. The Company also
maintains offices in Caracas and Puerto Ordaz, Venezuela.
The Offering
The securities being offered consist of 11,325,798 previously
issued and outstanding Shares, 1,000,000 previously issued
Warrants and 1,000,000 Shares issuable upon exercise of the
Warrants. The Shares and Warrants are owned by the Selling
Shareholders and will be sold by the Selling Shareholders.
The Selling Shareholders, which include certain affiliates of
the Company, acquired the Shares in private placements both within
and outside the United States for cash, in exchange for minority
interests in subsidiaries of the Company, as compensation for
services or pursuant to the exercise of options and warrants
granted by the Company, at prices or values per Share equal to
then prevailing market prices for the Common Stock. The Warrants
were issued to certain Selling Shareholders in March 1994 in
conjunction with the Company's sale of special warrants that were
subsequently exercised for Shares and Warrants. Each Warrant
<PAGE>
entitles the holder thereof to purchase one share of Common Stock
at the price of $13.00 per share at any time before March 15,
1996. The Warrants are not subject to redemption by the Company.
See "Background of the Offering."
The Company will receive no proceeds from the sale or
distribution of the Shares and Warrants offered hereby. The
Company will receive proceeds of up to $13,000,000, if, as and
when the Warrants are exercised, which will be used for general
corporate purposes.
As of July 1, 1995, 23,137,886 shares of Common Stock were
outstanding or deemed outstanding pursuant to presently
exercisable options and warrants, including 693,362 shares held by
Great Basin, MegaGold and Stanco. Great Basin and MegaGold are
each majority-owned subsidiaries of the Company and Stanco is an
indirect wholly-owned subsidiary of the Company.
The Common Stock of the Company is approved for quotation on
the Nasdaq Stock Market under the symbol GLDR and on the Toronto
Stock Exchange under the symbol GLR.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference and made a part
hereof, except as superseded or modified herein: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995; and (iii) the Company's
Proxy Statement and related materials filed in connection with its
1995 annual meeting of shareholders held on May 19, 1995.
All documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the
offering of the Common Stock and Warrants covered by this
Prospectus shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in any document
incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that such a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as modified or
superseded.
The Company will provide without charge to each person to whom
this Prospectus is delivered, including any beneficial owner, upon
written or oral request of such person, a copy of any and all of
the documents that have been or may be incorporated by reference
in this Prospectus (other than exhibits to such documents that are
not specifically incorporated by reference into such documents.
Such requests should be directed to Robert A. McGuinness, Vice
President of Finance and Chief Financial Officer, Gold Reserve
Corporation, 1940 Seafirst Financial Center, Spokane, Washington
99201 (telephone: (509) 623-1500).
<PAGE>
RISK FACTORS
The following matters, in addition to those discussed elsewhere in
this Prospectus, should be carefully considered before purchasing
the Shares and Warrants offered hereby.
The Brisas Veta Concession
The Company's Brisas concession covers only rights to alluvial
gold mineralization on the Brisas property. In February 1993, the
Company applied for a concession covering a significant
polymetallic resource believed to underly the near-surface
alluvial deposit. This application was approved by the Venezuelan
Ministry of Energy and Mines, which exercises jurisdiction over
the Brisas property, in March 1995, and is expected to be
submitted for public comment soon. The Company reasonably
believes that such concession will be granted. Under Venezuelan
law, the decree that governs such grants excludes the possibility
of granting the concession to anyone other than the holder of the
alluvial gold concession. However, the process of obtaining a
concession in Venezuela is lengthy and bureaucratically complex,
and no assurance can be given that the Company will be successful
in obtaining a concession to this resource in the near term, if at
all.
Recent Losses
The Company's reported net income of $100,329 for the three
months ended March 31, 1995, was derived entirely from interest
earned on invested funds. The Company has no revenue from mining
operations and has experienced losses from operations for each of
the last five years. For the first three months of 1994, the
Company reported a net loss of $405,714. For the years ended
December 31, 1994 and 1993, the Company reported losses of
$23,740,478 and $2,843,553, respectively. The increased loss
during 1994 resulted primarily from costs of approximately
$22,500,000 incurred in settling the Brisas litigation. The
Company expects to incur losses from operations for the next
several years as the result of increased expenditures associated
with the management of exploration and development activities on
the Brisas concession. This trend is expected to reverse if and
when gold and copper is produced from the concession.
Project Development
The Company's principal mining asset is the Brisas alluvial
gold concession, which is in the exploration stage. The Company
currently estimates that capital expenditures for the project will
total approximately $8,000,000 in 1995 and up to $12,000,000 in
1996, and will be significantly more in ensuing years if, as and
when the concession is placed into production. The Company will
fund 1995 and 1996 expenditures from proceeds received from prior
sales of Common Stock of the Company and from proceeds expected to
be received upon the exercise of outstanding options and the
Warrants. Future expenditures are expected to be funded from
additional sales of Common Stock of the Company, or other means,
however no assurance can be given such funding can be obtained.
<PAGE>
The Company's estimate of capital expenditures for the project is
based upon currently available information and could increase or
decrease depending upon a number of factors beyond the Company's
control. It is not unusual in new mining operations to experience
unexpected problems during the development phase. As is described
under " - Risks Inherent in the Mining Industry Generally," the
mining business is subject to a number of risks and hazards.
There can be no assurance these risks and hazards will be avoided
if, as and when the Brisas concession is developed.
Foreign Operations
At December 31, 1994, approximately 23% of the Company's
identifiable assets (88% of its noncash assets), including its
mining property, were located in Venezuela. The Company believes
its activities in Venezuela pose no greater risk than those of
mining activities conducted in the United States, and that the
economic environment in Venezuela is generally conducive to the
Company's activities. Nonetheless, its activities and investment
in Venezuela could be adversely affected by exchange controls,
currency fluctuations, political and social events, and laws or
policies of Venezuela and the United States affecting trade,
investment and taxation.
Risks Inherent in the Mining Industry Generally
The Company is subject to all of the risks inherent in the
mining industry, including environmental hazards, industrial
accidents, labor disputes, unusual or unexpected geologic
formations, cave-ins, flooding and periodic interruptions due to
inclement weather. Such risks could result in damage to, or
destruction of, mineral properties and production facilities,
personal injury, environmental damage, delays, monetary losses and
legal liability. The Company does not presently maintain
insurance covering environmental or other catastrophic
liabilities, and is not expected to do so unless and until it is
economically feasible to do so. Insurance against environmental
risks (including pollution or other hazards resulting from the
disposal of waste products generated from exploration and
production activities) is not generally available to the Company
or other companies in the mining industry at present. Were the
Company subjected to environmental liabilities, the payment of
such liabilities would reduce the funds available to the Company.
Were the Company unable to fund fully the cost of remedying an
environmental problem, it might be required to suspend operations
or enter into interim compliance measures pending completion of
remedial activities. In addition to the foregoing risks, the
Company will also encounter or be subject to competition from
other mining companies having significantly greater resources than
the Company, governmental regulation of its mining activities and
practices, the speculative nature of mineral exploration and
development, operating hazards, fluctuating metals prices, and
inflation and other economic conditions over which it has no
control.
<PAGE>
Environmental Matters
Venezuela has adopted environmental laws and regulations for
the mining industry which, though less restrictive than the
environmental laws of the United States, nonetheless impose
significant obligations on companies doing business in the
country. The Company will be required to submit detailed reports
outlining the environmental impact of the development of its
Brisas concession, and will be required to rehabilitate and
restore the Brisas property once mining activities are completed.
The Company will also be subject to routine inspection by the
Venezuelan Ministry of Environment and Renewable Resources to
ensure that its activities are in compliance with environmental
laws.
Fluctuating Prices of Gold and Copper
The Company's operations will be significantly influenced by
the prices of gold and copper. Gold prices fluctuate widely and
are affected by numerous factors beyond the Company's control,
such as inflation, the strength of the United States dollar
relative to foreign currencies, global and regional demand, and
the political and economic conditions of major gold producing
countries throughout the world. Copper prices also fluctuate and
are generally affected by global and regional demand and existing
inventories.
Reserves
The Company has not yet established either proven or probable
reserves on the Brisas concession and no assurance can be given
that any reserves will be established on the concession. Although
the Company believes, based on engineering and geological studies
which have been completed, that significant reserves may exist on
the Brisas concession, no independent reserve reports have yet
been prepared.
Dependency on Financing Activities
The Company does not have any revenues from operations and has
financed its mining activities in Venezuela since 1991 primarily
from the sale of its equity securities. Although management
anticipates that the Company's cash position (approximately
$28,500,000 at March 31, 1995, excluding $4,500,000 in escrowed
funds payable by the Company upon the satisfaction of certain
conditions in connection with the settlement of the Brisas
litigation), together with proceeds expected to be received from
the future exercise of outstanding options and the Warrants, will
be sufficient to cover estimated operating and capital
expenditures associated with the exploration and development of
its Brisas concession through 1996, there can be no assurance that
the options or Warrants will be exercised, or even if exercised,
that proceeds received by the Company will be sufficient to
finance these activities and other Company expenditures. In
addition, significant additional financing will be required to be
obtained by the Company if, as and when the Brisas concession is
placed into production.
<PAGE>
Shares Eligible for Future Sale; Effect on Market Price of Common
Stock
The Company's directors and executive officers currently
beneficially own 1,793,738 Shares, or 8.8% of the outstanding
Common Stock as of the date of this Prospectus, all of which are
offered for sale pursuant to this Prospectus. Such directors and
executive officers also own options for the purchase of an
additional 810,882 Shares, which, if exercised, would increase
their ownership to 12.3% of the outstanding Common Stock.
In addition, Marwood International Ltd. ("Marwood"), which is a
subsidiary of TVX Gold Inc. ("TVX"), and Bluegrotto Trading
Limited ("Bluegrotto") respectively own 1,500,000 shares and
1,250,000 shares of Common Stock, representing approximately 13.5%
of the outstanding Common Stock, and also own warrants to purchase
an additional 500,000 shares and 250,000 shares of Common Stock,
which, if exercised, would increase their ownership to 16.5% of
the then outstanding Common Stock. Such shares and warrants were
issued to Marwood and Bluegrotto on December 31, 1994, in
connection with the settlement of legal proceedings in Venezuela
associated with the ownership, custody and control of the
Company's Brisas concession. Pursuant to the terms of related
settlement and standstill agreements among the Company and such
companies, Marwood and Bluegrotto are permitted to sell no more
than 75,000 of such shares during any 30-day period, in addition
to other permitted block trade sales, for a period of three years
from the date of settlement or until such time as TVX, Marwood,
Bluegrotto and any of their related persons own less than 5% of
the Common Stock then outstanding, provided such sales are in
accordance with applicable federal, state or Canadian provincial
securities laws. None of such shares or warrants are offered for
sale pursuant to this Prospectus.
Although the Common Stock is approved for quotation on the
Nasdaq Stock Market and the Toronto Stock Exchange, trading
activity in these markets is sometimes characterized by infrequent
transactions. As a consequence, the sale from time-to-time of the
Shares offered hereby, or the shares of Common Stock available for
sale by Marwood and Bluegrotto, may have the effect of depressing
the market price of the Common Stock.
BACKGROUND OF THE OFFERING
Overview. The securities offered pursuant to this Prospectus
consist of 11,325,798 previously issued and outstanding Shares,
1,000,000 Warrants acquired in March 1994 by certain United States
and Canadian Selling Shareholders in connection with the purchase
of special warrants subsequently exercised for Shares and
Warrants, and 1,000,000 Shares issuable upon exercise of the
Warrants.
Selling Shareholders, other than those who also hold Warrants,
acquired the Shares from the Company in private placements both
within and outside the United States for cash, in exchange for
<PAGE>
minority interests in subsidiaries of the Company, as compensation
for services rendered or pursuant to the exercise of options
granted by the Company, at then prevailing market prices, or
pursuant to options to be granted in the future, exercisable at
prices equivalent to the mean of the high and low sales prices of
the Common Stock as reported by the Nasdaq Stock Market and the
Toronto Stock Exchange as of the dates of grant.
Selling Shareholders who hold the Warrants acquired special
warrants subsequently exercised for Shares and Warrants in a
private placement primarily in the United States and Canada, at a
price per special warrant of $10.50. Each special warrant
consisted of one Share and one-half of a March Warrant exercisable
per whole March Warrant into one Share, at $13.00, on or before
March 15, 1996.
Description of Incentive Stock Option and Employee Stock
Ownership Plans. The Company currently maintains three stock
option plans, the 1985 Stock Option Plan, the 1992 Stock Option
Plan and the 1994 Stock Option Plan. All plans provide for the
issuance of incentive stock options intended to qualify under
Section 422A of the Internal Revenue Code of 1986, as amended (the
"Code"), and options that are not qualified under the Code. Key
individuals of the Company and its subsidiaries, including
officers and directors who are also employees, and consultants,
are eligible to receive grants of options under the plans. All
options are exercisable at prices equivalent to the mean of the
high and low sales prices of the Common Stock, as reported by the
Nasdaq Stock Market and the Toronto Stock Exchange as of the date
of grant.
As of the date of this Prospectus, options for the purchase of
27,502 and 1,387,866 shares remained available for grant under the
1992 and 1994 plans, respectively. Options for the purchase of
1,340,293 shares granted under the 1985, 1992 and 1994 plans
remained unexercised at such date. The incentive stock option
plans are jointly administered by the executive remuneration
committee, management and the compensation committee of the board
of directors. The primary function of the executive remuneration
committee is to review and evaluate the fairness of the
recommendations of management and the compensation committee of
the board concerning proposed grants to directors and executive
officers of the Company.
The Company also maintains a combined 401(k) salary reduction
plan and employee stock ownership plan, known as the Gold Reserve
KSOP Plan, for the benefit of eligible employees of the Company
and its subsidiaries. The plan can and has invested in Common
Stock of the Company through Company-guaranteed loans. During
1994 and 1992, the plan purchased 20,000 shares and 53,571 shares
of Common Stock from the Company, respectively, at then-prevailing
market prices, for consideration of $123,760 and $50,000,
respectively. No shares of Common Stock of the Company were
<PAGE>
purchased during 1993. Such shares were allocated to
participants' accounts based on the contributions by the Company
or the participants during the plan year and the prices at which
such shares were purchased by the plan. The terms of the plan
permit investment in approved securities other than the Company's
Common Stock, and allow plan participants to self-direct the
investment of their account. To date, the plan's sole investment
has been Common Stock of the Company.
The salary reduction component of the plan, which has not been
utilized to date, enables eligible employees of the Company and
its subsidiaries to invest in Common Stock of the Company or other
approved securities purchased by the plan, limited by
contributions to the plan by the Company or the employee during
the year. The employee stock ownership component of the plan,
which has been utilized, is intended to qualify under Sections 421
and 423 of the Code, and was established to provide eligible
employees an opportunity to purchase Common Stock of the Company.
Contributions to the plan are limited in each year to (i) the
total amount of salary reduction the employee elected to defer
during the year (which is limited to 10% of such employee's
compensation during the year, or such amount as is established by
law), (ii) a matching contribution from the Company equal to 50%
of any salary reduction the employee elected to defer during the
year, (iii) special contributions by the Company equal to a
percentage of the employee's compensation during the year and
(iv) discretionary contributions by the Company determined in each
year by the Company. The plan is available to all eligible
employees of the Company or subsidiaries who have been employed
for a period in excess of one year and who have worked at least
480 hours during the year in which any allocation is to be made.
Employer and employee contributions to the plan are limited to 25%
of salary, and distributions from the plan are not permitted
before the participating employee reaches the age of 59 1/2,
except in the case of death, disability, termination of employment
by the Company or financial hardship.
Shares Issued in Exchange for Minority Interests in
Subsidiaries. At the annual meeting held on May 19, 1995, the
Company's shareholders approved a plan of exchange whereby each
issued and outstanding share of Gold Reserve Aruba and Glandon
held by persons other than the Company would be exchanged for
Common Stock of the Company. The plan of exchange was completed
on June 23, 1995, and consolidated the ownership of Gold Reserve
Aruba (and its wholly-owned GLDRV subsidiary) and Glandon (and its
wholly-owned Unicorn subsidiary) into the Company as wholly-owned
subsidiaries. In consequence of the exchange, the Company's
ownership interest in the Brisas concession has been increased by
9%, from 91% to 100%.
Pursuant to the plan of exchange, each issued and outstanding
share of Gold Reserve Aruba and Glandon, other than shares held by
the Company, was exchanged for 0.3687 Share and 0.1697 Share,
respectively. The number of Shares received by the minority
<PAGE>
shareholders was determined by multiplying the number of shares of
Gold Reserve Aruba and Glandon held by the exchanging shareholders
by ratios determined by reference to an implied market valuation
of the Brisas concession, which is the Company's most significant
asset. In addition, options to purchase 220,000 shares of Glandon
were exchanged for options to purchase Shares, based on the same
methodology. Each of the Glandon options was exchanged for
options to purchase 0.1697 Share at an exercise price equal to the
average of the bid and asked prices of the Common Stock, as
reported on the Nasdaq Stock Market and the Toronto Stock
Exchange, as of May 22, 1995. The exchange was predicated on the
opinion of an independent financial advisor retained for the
benefit of the Company and the minority shareholders of Gold
Reserve Aruba and Glandon.
As a result of the exchange, the Company issued 1,329,183
Shares, 645,261 of which were issued to the former minority
shareholders of Gold Reserve Aruba and 683,922 of which were
issued to the former minority shareholders of Glandon. In
addition, options for the purchase of 37,334 Shares were issued to
the former minority shareholders of Glandon.
The Warrants. The Company issued 2,000,000 special warrants to
a group of United States and Canadian purchasers on March 15,
1994, each of which was subsequently exercised for one Share and
one-half Warrant. Each Warrant represents the right to purchase
one share of Common Stock at the price of $13.00 per share at any
time on or before March 15, 1996. The Warrants are not subject to
redemption by the Company and are transferable. The Warrants may
be exercised by the holder thereof, within the period specified,
by delivery to the designated warrant agent, Transecurities
International, Inc., Spokane, Washington, of an exercise notice,
together with payment therefor as specified in the exercise
notice.
The Warrants issued to the purchasers (upon the exercise of the
"special warrants" granted to such purchasers on March 15, 1994)
were issued and are governed by a warrant certificate, also dated
March 15, 1994 which contains provisions that protect the holders
thereof against dilution in certain events, or upon the occurrence
of any reorganization, reclassification or conversion of the
Common Stock, or consolidation, merger or sale of all or
substantially all of the assets of the Company.
In conjunction with the sale and issuance of the Shares and
Warrants, the Company entered into subscription agreements and a
registration rights agreement, each dated March 15, 1994, with
each purchaser, providing for the registration by the Company of
the Shares and Warrants (and the shares of Common Stock issuable
upon exercise of the Warrants) acquired by such purchasers under
the Securities Act. In conjunction with the sale and issuance of
the "special warrants" to the purchasers on March 15, 1994 (which
"special warrants" were subsequently exercised for Shares and
Warrants), the Company also entered into an underwriting agreement
with RBC Dominion Securities Inc. and Burns Fry Limited, the
<PAGE>
underwriters of the offering, and a special warrant indenture with
The R-M Trust Company, the special warrant trustee, each also
dated March 15, 1994, providing for, among other matters, the
registration by the Company, at its expense, of the Shares and
Warrants acquired by such purchasers under the Securities Act.
SELLING SHAREHOLDERS
The following table sets out as of July 1, 1995 the name of
each Selling Shareholder known to the Company to own any of the
Shares or Warrants offered hereby; any position, office or other
material relationship between the Selling Shareholder and the
Company within the past three years; the number of shares of
Common Stock known to the Company to be beneficially owned by the
Selling Shareholder at such date; the number of Shares and
Warrants offered hereby by the Selling Shareholder; and the number
of shares of Common Stock and percentage ownership interest of the
Selling Shareholder following this offering. Pursuant to Rule 429
of the Securities Act, the Form S-3 Registration Statement of
which this Prospectus is a part also updates and amends the
Company's registration statements on Form S-1 and S-2 that were
declared effective on August 9, 1993 and June 22, 1994,
respectively. Selling Shareholders may have sold all or a part of
the Shares and Warrants attributed to them subsequent to the
effective dates of these earlier registration statements. The
following table may not accurately reflect the shareholdings of
those Selling Shareholders who are not affiliated with the Company
and with respect to which current share ownership information is
not available.
<TABLE>
<CAPTION>
Shares of Common Stock
_____________________________________________
Remaining
Name and Beneficially Offered After Offering
Position(s) Held Owned Hereby and Percentage
________________ ____________ _______ ______________
<S> <C> <C> <C>
Loewen Ondaatji
McCutcheon, S.A. 60,000 60,000 -
Jane Lennox King 100,000 100,000 -
Hugh M. Brown 44,000 44,000 -
Susan J. Jones 50,000 50,000 -
Bloom Investment
Council, Inc. 44,000 44,000 -
Gentrust Investment
Counsellors, Inc. 100,000 100,000 -
M.K. Wong & Associates
Ltd. 200,000 200,000 -
George J. Bock 42,000 42,000 -
Guent Salzmann 30,000 30,000 -
AGF Growth Equity Fund 300,000 300,000 -
AGF Canadian Resources
Fund 100,000 100,000 -
Global Strategy Canada
Growth Fund 56,000 56,000 -
Altamira Management
Limited 800,000 800,000 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
_____________________________________________
Remaining
Name and Beneficially Offered After Offering
Position(s) Held Owned Hereby and Percentage
________________ ____________ _______ ______________
<S> <C> <C> <C>
Minnetonka Limited
Fund, L.P. 80,000 80,000 -
Gam-Cargill Minnetonka
Fund Inc. 40,000 40,000 -
Cargill Financial
Services Corporation 80,000 80,000 -
Robert Fleming & Co.
Ltd. 94,000 94,000 -
Fleming Flagship
International
Equity 38,000 38,000 -
Odyssey Partners,
L.P. 200,000 200,000 -
Continental Casualty
Company 300,000 300,000 -
Invesco Funds Group 362,000 362,000 -
Rockne J. Timm(1) 714,002 481,382 232,620 / 1.0%
A. Douglas Belanger(1) 554,683 334,301 220,382 /
less than 1%
Robert A. McGuinness(1) 110,985 7,500 103,485 /
less than 1%
Patrick D. McChesney(1) 137,262 62,262 68,700 /
less than 1%
James Coleman(1) 102,000 - 102,000 /
less than 1%
Hobart Teneff(1) 1,111,617 1,042,917 68,700 /
less than 1%
Linda S. Cunningham(1) 245,498 190,200 55,298 /
less than 1%
Albert K.F. Wu(1) 30,114 8,917 21,197 /
less than 1%
Robert G. Garwood(1) 37,000 37,000 -
Julie Langenheim(1) 31,857 14,887 16,970 /
less than 1%
Brent D. Lindsey(1) 99,825 21,640 78,185 /
less than 1%
Luis Huamani(1) 7,000 7,000 -
David P. Onzay(1) 36,182 3,291 32,891 /
less than 1%
James R. Reeves(1) 42,000 2,000 40,000 /
less than 1%
John B. Malysa(1) 78,485 45,485 30,000 /
less than 1%
Robert Turner(1) 50,000 50,000 -
William B. Bantz(1) 123,000 123,000 -
Mark D. Bantz 36,091 36,091 -
Connie J. Bantz 7,500 7,500 -
Alison Bantz 38,791 38,791 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
_____________________________________________
Remaining
Name and Beneficially Offered After Offering
Position(s) Held Owned Hereby and Percentage
________________ ____________ _______ ______________
<S> <C> <C> <C>
Ronald Farley 7,500 7,500 -
Geneva Rhoads 500 500 -
Allen Ambrose 3,348 3,348 -
John Wark 10,000 10,000 -
N.A. Degerstrom, Inc. 214,586 214,586 -
Frank W. Sallee and
Betty B. Sallee 477,317 350,000 127,317 /
less than 1%
John Czinger 254,906 254,906 -
Steve Teneff 222,079 204,302 17,777 /
less than 1%
Chester Chastek 125,000 125,000 -
James F. Etter 108,578 108,578 -
Roy Pearson 104,311 104,311 -
Jack F. Grimm 54,242 54,242 -
Robert W. O'Brien 50,000 50,000 -
Lawrence Doyl and
Marjorie Doyl 85,093 61,991 23,102 /
less than 1%
David A. Peterson and
Debra L. Peterson 27,713 11,713 16,000 /
less than 1%
John Dacey and
Shirley Dacey 9,400 9,400 -
John J. Crabb and
Helen P. Crabb 10,000 10,000 -
James A. Fish 10,000 10,000 -
Robert E. Kistler 76,683 31,583 45,100 /
less than 1%
Rosa L. McGuire 3,071 3,071 -
Brian W. Potter and
Jean M. Potter 13,151 5,000 8,151 /
less than 1%
Paul A. Hatfield 5,000 5,000 -
Cory Allen(1) 35,000 10,000 25,000 /
less than 1%
Ron Tracy(1) 204,767 204,767 -
Alberto Manrique(1) 18,666 18,666 -
R. A. Hanson Co., Inc. 229,696 229,696 -
Burns Fry Limited 110,000 110,000 -
Robert Kovacevich(2) 11,197 6,197 5,000 /
less than 1%
Bernardo Paul(2) 201,969 76,811 125,158 /
less than 1%
Stanley L. Sandner(1) 225,000 225,000 -
Great Basin(3) 391,161 391,161 -
Robert Kovacevich as
escrow agent for
Stanco(3) 118,785 118,785 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
_____________________________________________
Remaining
Name and Beneficially Offered After Offering
Position(s) Held Owned Hereby and Percentage
________________ ____________ _______ ______________
<S> <C> <C> <C>
MegaGold(3) 125,083 125,083 -
Union Bank of
Switzerland 60,000(4) 60,000(4) -
Swiss Bank Corporation
Geneva 165,000(4) 165,000(4) -
Banca Nazionale del
Lavoro 75,000(4) 75,000(4) -
Tiger Management Corp. 750,000(4) 750,000(4) -
AGF Growth Equity Fund 75,000(4) 75,000(4) -
Winburn Investment
Company 18,000(4) 18,000(4) -
Mary R. Davie 18,000(4) 18,000(4) -
Provincial Treasurer
of Alberta 340,500(4) 340,500(4) -
U.S. World Gold Fund 300,000(4) 300,000(4) -
Sonz Partners, L.P. 75,000(4) 75,000(4) -
Odyssey Partners, L.P. 37,500(4) 37,500(4) -
Sun Valley Gold, L.P. 187,500(4) 187,500(4) -
Sun Valley Gold
International, Ltd. 150,000(4) 150,000(4) -
Bank of New York 112,500(4) 112,500(4) -
Global Paradigm
Management 36,000(4) 36,000(4) -
Polar Partners One 16,500(4) 16,500(4) -
C.P.P. (Canada) L.P. 25,500(4) 25,500(4) -
Silverton International
Fund Limited 16,500(4) 16,500(4) -
AFM (Canada) L.P. 16,500(4) 16,500(4) -
Continental Casualty
Company 150,000(4) 150,000(4) -
Morgan Stanley
Institution Fund,
Inc. 75,000(4) 75,000(4) -
O'Connor & Associates 300,000(4) 300,000(4) -
Dennis Belanger -
Trustee for Belanger
Children Trust 244,863 244,863 -
H.W. Boltz 4,242 4,242 -
Lucia Casanas 10,000 5,000 5,000 /
less than 1%
Neal Degerstrom 16,645 16,645 -
Perfecto Flores(1) 11,697 10,000 1,697 /
less than 1%
Anne Marie Hopkins
as trustee for A.M.
McGuinness Trust 1,818 1,818 -
Hunt & Grimm
Partnership 848 848 -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
_____________________________________________
Remaining
Name and Beneficially Offered After Offering
Position(s) Held Owned Hereby and Percentage
________________ ____________ _______ ______________
<S> <C> <C> <C>
Mark Jochim 1,000 1,000 -
Bruce Johnson 2,545 2,545 -
Hal Kettleson 5,091 5,091 -
Norm Larum 37,500 37,500 -
John Layman 4,290 4,290 -
Fred Lightner(1) 6,788 6,788 -
John Loretto 10,182 10,182 -
Sandra Mathews(1) 5,000 5,000 -
Kevin McChesney as
trustee for McChesney
Family Trust 26,921 26,921 -
Chris D. Mikkelsen 10,768 10,768 -
Chris D. Mikkelsen as
trustee for Rondi
Timm 53,841 53,841 -
Alexandrino Nogueira(1) 47,457 37,457 10,000 /
less than 1%
Karen Robinson(1) 7,377 956 6,421 /
less than 1%
Gary Sallee 5,091 5,091 -
Frank Salle Revocable
Living Trust 11,995 11,995 -
Betty Sallee Revocable
Living Trust 8,601 8,601 -
Michael H. Sanguinetti 4,242 4,242 -
James Stephenson(1) 28,500 1,700 26,800 /
less than 1%
Shannon I. Timm 53,841 53,841 -
</TABLE>
(1)Current or former executive officers, directors or employees of
the Company or its subsidiaries.
(2)Mr. Kovacevich and Mr. Paul are each counsel to the Company.
(3)Great Basin Energies, Inc. and MegaGold Corporation are both
majority-owned subsidiaries of the Company. Stanco is an indirect
wholly-owned subsidiary of the Company.
(4)Includes one Warrant for the purchase of one share of Common
Stock for every two shares of Common Stock held.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders propose to sell the Shares or Warrants
from time to time or at any time during a period of two years
commencing the date the Registration Statements of which this
Prospectus is a part have become effective, in transactions in the
over-the-counter market, in other permitted public sales, in
privately negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices.
Some or all of the Shares or Warrants may be sold in transactions
involving broker-dealers, who may act solely as agent or may
acquire Shares or Warrants as principal. Broker-dealers who
participate in such transactions as agent may receive commissions
from Selling Shareholders and, if they act as agent for the
purchaser, also from the purchaser. Selling Shareholders and any
such broker-dealer may be deemed to be "underwriters", as that term
is defined in Section 2(11) of the Securities Act. Any commissions
received by any such broker-dealer in connection with any such
sales, and any profits received from the resale of Shares or
Warrants acquired by such broker-dealer as principal, may be deemed
to be underwriting discounts and commissions pursuant to the
Securities Act.
The Company has agreed to indemnify the Selling Shareholders for
certain liabilities, including liabilities arising under the
Securities Act, in conjunction with the offer and sale of the
Shares and Warrants by the Selling Shareholders pursuant to the
Registration Statement of which this Prospectus is a part.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted pursuant to the foregoing, or to
directors, officers and controlling persons of the Company pursuant
to applicable provisions of the Montana Business Corporation Act
and the Company's bylaws, the Company 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 Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in a successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person in connection with the Shares and Warrants being registered
pursuant to this Registration Statement, the Company will, unless
in the opinion of its counsel such matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification is
against public policy as expressed in the Securities Act, and will
be governed by the final adjudication of such issue.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company is authorized under its Articles of Incorporation, as
amended, to issue up to 50,000,000 shares of capital stock, of
which 40,000,000 shares are designated Common Stock, without par
value, and 10,000,000 shares are designated preferred stock
issuable in one or more series, with such rights, preferences,
limitations and other characteristics as the board of directors may
from time-to-time determine. At July 1, 1995, 23,137,886 shares of
Common Stock were outstanding or deemed outstanding, including
693,362 shares of Common Stock held at such date by Great Basin,
MegaGold and Stanco, and 2,415,368 shares issuable pursuant to
presently exercisable options and warrants. No shares of preferred
stock were outstanding at such date.
Some corporate and securities law commentators believe that
companies having authorized preferred stock are less vulnerable to
unsolicited takeovers (and by implication, the higher prices that
may be paid to shareholders in an unsolicited takeover), since
preferred stock can be issued by a board of directors as a
defensive strategy to such offers. Other commentators believe that
the issuance of preferred stock as a defensive strategy increases
the price eventually paid to shareholders in a successful takeover
because the specter of such issuance forces an offeror to negotiate
price with the board of directors. The Company is presently not
aware of any unsolicited takeover attempt and cannot predict
whether any such attempt would be made in the future. Similarly,
the board of directors has not adopted a prospective defensive
strategy to an unsolicited takeover attempt utilizing the preferred
stock, and is not expected to consider or adopt any such strategy
in the absence of such an attempt. It is the present position of
the board of directors that any such defensive strategy should be
adopted, if at all, only after the terms and conditions of any such
takeover attempt have been made known and the board of directors,
together with its financial advisors, have had an opportunity to
study the offer and its effect on the Company and its shareholders.
Common Stock
Holders of Common Stock are entitled to one vote per share upon
all matters on which they have the right to vote, and with respect
to the election of directors are entitled to cumulate their votes.
Shares of Common Stock do not have preemptive rights and are not
subject to redemption. Holders of Common Stock are entitled to
receive such dividends as may be declared by the Board of Directors
out of funds legally available therefore. In the event of
dissolution or winding up of the affairs of the Company, holders of
Common Stock are entitled to share ratably in all assets of the
Company remaining after payment of all creditors. The Common Stock
is fully paid and nonassessable.
The transfer agent and registrar for the Common Stock is
Transecurities International, Inc., East 12525 Mission, Spokane,
Washington 99216.
<PAGE>
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed
upon for the Company by Randall & Danskin, P.S., 1500 Seafirst
Financial Center, Spokane, Washington 99201.
EXPERTS
The consolidated balance sheets of the Company as of December 31,
1994 and 1993, and the consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1994 incorporated by
reference in this Prospectus have been incorporated herein in
reliance on the report, which includes an explanatory paragraph
related to uncertainties regarding the Company's ability to recover
its investments in its Brisas mining concession, of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
<PAGE>
11,325,798 Previously Issued Shares of
Common Stock, 1,000,000 Previously Issued
Common Stock Purchase Warrants and
1,000,000 Shares of Common Stock Issuable
upon Exercise of the Warrants
GOLD RESERVE CORPORATION
_________________________
PROSPECTUS
_________________________
July __, 1995
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS. ANY INFORMATION OR REPRESENTATION NOT CONTAINED
HEREIN, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BY ANY SELLING SHAREHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED OR INCORPORATED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
Page
Available Information 1
Prospectus Summary 2
Incorporation of Certain Documents by Reference 3
Risk Factors 4
Background of the Offering 7
Selling Shareholders 9
Plan of Distribution 12
Description of Capital Stock 13
Legal Matters 13
Experts 13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee $ 6,232
NASD filing fee -
Printing costs 5,000 *
Legal fees and expenses 10,000 *
Accounting fees 5,000 *
Listing expenses 7,500
Miscellaneous 500 *
_______
Total $34,232 *
* Estimated.
Item 15. Indemnification of Directors and Officers
The only statutes, charter provisions, by-laws, contracts or
other arrangements under which a controlling person, director or
officer of the Company is insured or indemnified in any manner
against liability which he may incur in his capacity as such are
Sections 35-1-451 through 31-1-459 of the Montana Business
Corporation Act and Article 7 of the Company's Bylaws. Taken
together, these statutory and bylaw provisions generally allow the
Company to indemnify its directors and officers against liability,
and to advance the costs of defending any such person against
liability, provided (i) such indemnification or advancement of
expenses is authorized by the vote of those directors who are not
parties to the proceeding upon which such liability is predicated
(or, in certain instances, by alternate disinterested means),
(ii) the director or officer was acting on behalf of the Company in
his official capacity as a director or officer and (iii) such
director or officer conducted himself in good faith and believed
his conduct was in, or not opposed to, the best interests of the
Company (or in the case of any criminal proceeding, that he had no
reasonable cause to believe his conduct was unlawful. The Company
may not indemnify a director or officer, however, if such director
or officer is adjudged liable to the Company, or if the director or
officer is adjudged to have derived an improper personal benefit.
Indemnification permitted by these provisions is limited to
reasonable expenses incurred in connection with the proceeding upon
which liability is predicated, which includes the amount of any
such liability actually imposed.
Sections 35-1-141 through 35-1-459 of the Montana Business
Corporation Act are set forth in their entirety as follows:
35-1-451. Definitions. As used in 35-1-451 through 35-1-459,
the following definitions apply:
(1) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of
the transaction.
<PAGE>
(2) (a) "Director" means an individual who is or was a director
of a corporation or an individual who, while a director of a
corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. A
director is considered to be serving an employee benefit plan at
the corporation's request if the director's duties to the
corporation include duties or services by him to the plan or to
participants in or beneficiaries of the plan.
(b) Director includes, unless the context requires otherwise,
the estate or personal representative of a director.
(3) "Expenses" include attorney fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, or fine, including an excise tax assessed
with respect to an employee benefit plan, or to pay reasonable
expenses incurred with respect to a proceeding.
(5) (a) "Official capacity" means:
(i) when used with respect to a director, the office of
director in a corporation; or
(ii) when used with respect to an individual other than a
director, as contemplated in 35-1-457, the office in a
corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of
the corporation.
(b) Official capacity does not include service for any other
foreign or domestic corporation or any partnership, joint
venture, trust, employee benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
(7) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or
informal.
35-1-452. Authority to indemnify. (1) Except as provided in
subsection (4), an individual made a party to a proceeding
because he is or was a director may be indemnified against
liability incurred in the proceeding if:
(a) he conducted himself in good faith;
(b) he reasonably believed:
(i) in the case of conduct in his official capacity with the
corporation, that his conduct was in the corporation's best
interests; and
(ii) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and
(c) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(2) A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in
the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement of subsection
(1)(b)(ii).
<PAGE>
(3) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent is not, of itself, determination that the
director did not meet the standard of conduct described in
this section.
(4) A corporation may not indemnify a director under this
section:
(a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving
action in the director's official capacity, in which the
director was adjudged liable on the basis that personal
benefit was improperly received by the director.
(5) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is
limited to reasonable expenses incurred in connection with the
proceeding.
35-1-453. Mandatory indemnification. Unless limited by its
articles of incorporation, a corporation shall indemnify a
director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the
director was a party because he is or was a director of the
corporation, against reasonable expenses incurred by the
director in connection with the proceeding.
35-1-454. Advance for expenses. (1) A corporation may pay
for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final
disposition of the proceeding if:
(a) the director furnishes the corporation a written
affirmation of the director's good faith belief that the
director has met the standard of conduct described in 35-1-
452;
(b) the director furnishes the corporation a written
undertaking, executed personally or on the director's behalf,
to repay the advance if it is ultimately determined that the
director did not meet the standard of conduct described in 35-
1-452; and
(c) a determination is made that the facts then known to those
making the determination would not preclude indemnification
under 35-1-451 through 35-1-459.
(2) The undertaking required by subsection (1)(b) must be an
unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial
ability to make repayment.
(3) Determinations and authorizations of payments under this
section must be made in the manner specified in 35-1-456.
35-1-455. Court-ordered indemnification. Unless a
corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may
apply for indemnification to the court conducting the
<PAGE>
proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the
court considers necessary, may order indemnification if it
determines that the director:
(1) is entitled to mandatory indemnification under 35-1-453,
in which case the court shall also order the corporation to
pay the director's reasonable expenses incurred in obtaining
court-ordered indemnification; or
(2) is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the
director met the standard of conduct set forth in 35-1-452 or
was adjudged liable as described in 35-1-454(2). If the
director was adjudged liable as described in 35-1-452(4), the
director's indemnification is limited to reasonable expenses
incurred.
35-1-456. Determination and authorization of indemnification.
(1) A corporation may not indemnify a director under 35-1-452
unless authorized in the specific case after a determination
has been made that indemnification of the director is
permissible in the circumstances because the director has met
the standard of conduct set forth in 35-1-452.
(2) The determination must be made:
(a) by the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;
(b) if a quorum cannot be obtained under subsection (2)(a), by
majority vote of a committee designated by the board of
directors, in which designated directors who are parties may
participate, consisting solely of two or more directors not at
the time parties to the proceeding;
(c) by special legal counsel:
(i) selected by the board of directors or its committee in the
manner prescribed in subsection (2)(a) or (2)(b); or
(ii) if a quorum of the board of directors cannot be obtained
under subsection (2)(a) and a committee cannot be designated
under subsection (2)(b), selected by a majority vote of the
full board of directors in which selected directors who are
parties may participate; or
(d) by the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the
proceeding may not be voted on the determination.
(3) Authorization of indemnification and evaluation as to
reasonableness of expenses must be made in the same manner as
the determination that indemnification is permissible, except
that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to
reasonableness of expenses must be made by those entitled
under subsection (2)(c) to select counsel.
35-1-457. Indemnification of officers, employees, and agents.
Unless a corporation's articles of incorporation provide
otherwise:
(1) an officer of the corporation who is not a director is
entitled to mandatory indemnification under 35-1-453 and is
entitled to apply for court-ordered indemnification under 35-
1-455 to the same extent as a director;
(2) the corporation may indemnify and advance expenses under
35-1-451 through 35-1-459 to an officer, employee or agent of
the corporation who is not a director to the same extent as to
a director; and
(3) a corporation may also indemnify and advance expenses to
an officer, employee, or agent who is not a director to the
extent, consistent with public policy, that may be provided by
its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.
35-1-458. Insurance. A corporation may purchase and maintain
insurance on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation or who, while a
director, officer, employee, or agent of the corporation, is
or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer,
employee, or agent, whether not the corporation would have
power to indemnify him against the same liability under 35-1-
452 or 35-1-453.
35-1-459. Application. (1) A provision treating a
corporation's indemnification of or advance for expenses to
directors that is contained in its articles of incorporation,
its bylaws, a resolution of its shareholders or board of
directors, a contract, or other instrument is valid only if
and to the extent the provision is consistent with 35-1-451
through 35-1-459. It articles of incorporation limit
indemnification or advance for expenses, indemnification and
advance for expenses are valid only to the extent consistent
with the articles of incorporation.
(2) Sections 35-1-451 through 45-1-459 do not limit a
corporation's power to pay or reimburse expenses incurred by a
director in connection with the director's appearance as a
witness in a proceeding at a time when the director has not
been made a named defendant or respondent to the proceeding.
Article 7 of the Company's Bylaws is set forth in its entirety as
follows:
ARTICLE 7
Indemnification of Officers, Directors, Employees, and Other Agents
7.1 Directors and Officers. The corporation shall indemnify its
directors and officers to the fullest extent permitted by the
Montana Business Corporation Act, as the same exists or may
hereafter be amended (but, in the case of alleged occurrences of
actions or omissions preceding any such amendment, only to the
extent that such amendment permits the corporation to provide
broader indemnification rights than the Montana Business
Corporation Act permitted the corporation to provide prior to such
amendment).
<PAGE>
7.2 Employees and Other Agents. The corporation shall have
power to indemnify its employees and other agents as set forth in
the Montana Business Corporation Act.
7.3 No Presumption of Bad Faith. The termination of any
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which the person reasonably believed, in the case of
conduct in the person's official capacity, the person's conduct was
in the corporation's best interests and in all other cases, the
person's conduct was at least not opposed to the corporation's best
interests, and with respect to any criminal proceeding, that the
person had reasonable cause to believe that the conduct was lawful.
7.4 Advances of Expenses. The expenses incurred by a director
or officer in any proceeding shall be paid by the corporation in
advance at the written request of the director or officer, if the
director or officer:
A. furnishes the corporation a written affirmation of such
person's good faith belief that such person is entitled to be
indemnified by the corporation; and
B. furnishes the corporation a written undertaking to repay such
advance to the extent that it is ultimately determined by a
court that such person is not entitled to be indemnified by
the expenses and without regard to the person's ultimate
entitlement to indemnification under this bylaw or otherwise.
7.5 Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances under
this bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract
between the corporation and the director or officer who serves in
such capacity at any time while this bylaw and relevant provisions
of the Montana Business Corporation Act and other applicable law,
if any, are in effect. Any right to indemnification or advances
granted by this bylaw to a director or officer shall be enforceable
by or on behalf of the person holding such right in any court of
competent jurisdiction if (a) the claim for indemnification or
advances is denied, in whole or in part, or (b) no disposition of
such claim is made within ninety days of request therefor. The
claimant in such enforcement action, if successful in whole or in
part, shall be entitled to be paid also the expense of prosecuting
a claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
connection with any proceeding in advance of its final disposition
when the required affirmation and undertaking have been tendered to
the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Montana Business
Corporation Act for the corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation
<PAGE>
(including its board of directors, independent legal counsel or its
shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because the claimant has met the
applicable standard of conduct set forth in the Montana Business
Corporation Act, nor an actual determination by the corporation
(including its board of directors, independent legal counsel or its
shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.
7.6 Non-Exclusivity of Rights. The rights conferred on any
person by this bylaw shall not be exclusive of any other right
which such person may have or hereafter acquire under any statute,
provision of the articles of incorporation, bylaws, agreement, vote
of shareholders or disinterested directors or otherwise, both as to
action in the person's official capacity and as to action in
another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any
or all of its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent permitted by
the law.
7.7 Survival of Rights. The rights conferred on any person by
this bylaw shall continue as to a person who has ceased to be a
director, officer, employee or other agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
7.8 Insurance. To the fullest extent permitted by the Montana
Business Corporation Act, the corporation, upon approval by the
board of directors, may purchase insurance on behalf of any person
required or permitted to be indemnified pursuant to this bylaw.
7.9 Amendments. Any repeal of this bylaw shall only be
prospective and no repeal or modification hereof shall adversely
affect the rights under this bylaw in effect at the time of the
alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.
7.10 Savings Clause. If this bylaw or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, the corporation shall indemnify each director,
officer or other agent to the fullest extent permitted by any
applicable portion of this bylaw that shall not have been
invalidated, or by any other applicable law.
7.11 Certain Definitions. For the purposes of this bylaw, the
following definitions shall apply:
A. "corporation" shall include any domestic or foreign
predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction, and any domestic or foreign
subsidiary corporation.
<PAGE>
B. "director" shall mean an individual who is or was a director
of a corporation or an individual who, while a director of a
corporation, is or was serving at the corporation's request as
a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. A
director is considered to be serving an employee benefit plan
at the corporation's request if the director's duties to the
corporation also impose duties on, or otherwise involve
services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the
context requires otherwise, the estate or personal
representative of a director.
C. "expenses" shall include counsel fees.
D. "official capacity" shall mean: when used in regard to a
director, the office of director in a corporation or to an
individual other than a director, as contemplated in the
Montana Business Corporation Act, the office in a corporation
held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the
corporation. "Official capacity" does not include service for
any other foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan, or other
enterprise.
E. "proceeding" shall mean any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or
informal.
Item 16. Exhibits
An Index to Exhibits appears at page E-1.
Item 17. Undertakings
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 Securities and Exchange 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 of 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 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>
(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 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;
(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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the time of the offering.
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 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
<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-3 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 June 27, 1995.
GOLD RESERVE CORPORATION
By: /s/ Rockne J. Timm
________________________________________
Rockne J. Timm
President and Chief Executive Officer
Dated: June 27, 1995
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Rockne J. Timm his attorney-in-fact, with the power of
substitution, for him in any and all capacities, to sign any
amendments to this registration statement, and to file the same
with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/ A. Douglas Belanger
________________________________________
A. Douglas Belanger, a Director
Date: June 27, 1995
By: /s/ Patrick D. McChesney
________________________________________
Patrick D. McChesney, a Director
Date: June 27, 1995
By: /s/ J.C. Potvin
________________________________________
J.C. Potvin, a Director
Date: June 27, 1995
By: /s/ James H. Coleman
________________________________________
James H. Coleman, a Director
Date: June 27, 1995
By: /s/ Robert A. McGuinness
________________________________________
Robert A. McGuinness, its Principal
Financial and Accounting Officer
Date: June 27, 1995
<PAGE>
INDEX TO EXHIBITS
The following exhibits are filed as part of this amendment to
registration statement. Exhibits previously filed are incorporated
by reference, as noted. Exhibits filed herewith appear beginning
at page E-2.
<TABLE>
<CAPTION>
Exhibit Page Number
Number Exhibit in this Report
_______ _______ ______________
<S> <C> <C>
1.0 *
2.0 *
4.0 *
5.1 Opinion of Randall & Danskin, P.S. E-2
regarding legality of securities
offered. Filed herewith.
8.0 *
12.0 *
15.0 *
23.1 Consent of Coopers & Lybrand L.L.P. E-4
Filed herewith.
23.2 Consent of Randall & Danskin, P.S.
Included in its opinion filed
herewith as Exhibit 5.1.
24.1 Powers of attorney. Included
in the signature page to this
registration statement.
25.0 *
26.0 *
27.0 *
28.0 *
</TABLE>
*Items denoted by an asterisk have either been omitted or are not
applicable.
<PAGE>
Exhibit 5.1 to
Form S-3 Registration Statement
RANDALL & DANSKIN, P.S.
1500 Seafirst Financial Center
West 601 Riverside Avenue
Spokane, Washington 99201
Telephone: (509) 747-2052
June 28, 1995
Gold Reserve Corporation
1940 Seafirst Financial Center
Spokane, Washington 99201
Re: Gold Reserve Corporation
Registration Statement on Form S-3
Our File No. 40078
Gentlemen:
We have acted as counsel for Gold Reserve Corporation (the
"Company"), a Montana corporation, in connection with the
preparation of a registration statement on Form S-3 under the
Securities Act of 1933, as amended (the "Registration
Statement"), for the registration of 2,727,979 previously issued
shares of the Company's common stock, without par value (the
"Common Stock") to be offered and sold by the selling
shareholders identified therein.
As counsel to the Company, we are familiar with the corporate
proceedings taken by the Company to authorize the filing of the
Registration Statement. We have examined originals or copies
otherwise certified or identified to our satisfaction of such
documents, corporate records and other instruments as we have
deemed necessary or appropriate for this opinion. In making such
examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to
questions of fact material to this opinion, where such facts have
not been independently established, we have relied to the extent
we deem reasonably appropriate upon the representations and
warranties of the Company and upon certificates or
representations of corporate officers of the Company. We have
also considered those questions of law that we deemed relevant.
<PAGE>
Gold Reserve Corporation
June 28, 1995
Page 2
In rendering this opinion, we call to your attention the fact
that we are admitted to practice in the State of Washington and
do not purport to be experts in the laws of any jurisdiction
other than the laws of such state and the federal laws of the
United States. Although we are not admitted to practice in the
State of Montana, we are generally familiar with the corporate
laws of such state and have relied upon standard compilations of
such laws in expressing this opinion. Based upon the foregoing,
it is our opinion that all of the shares of Common Stock
registered pursuant to the Registration Statement are validly
issued, fully paid and non-assessable.
We consent to the inclusion of this opinion in the Registration
Statement as an exhibit.
Very truly yours,
RANDALL & DANSKIN, P.S.
Douglas Siddoway
<PAGE>
Exhibit 23.1 to
Form S-3 Registration Statement
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on
Form S-3 of our report dated February 21, 1995, on our audits of
the financial statements of Gold Reserve Corporation. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Spokane, Washington
June 25, 1995
<PAGE>
