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Gold Reserve Provides Update on Annual Meeting Matters (8/23/17)

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Enterprising Investor Member Level  Wednesday, 08/23/17 03:45:31 PM
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Gold Reserve Provides Update on Annual Meeting Matters (8/23/17)

SPOKANE, Wash.--(BUSINESS WIRE)--The board of directors (the “Board”) of Gold Reserve Inc. (TSX.V:GRZ) (OTCQX:GDRZF) ("Gold Reserve" or the "Company") is pleased to announce that the Company has reached separate agreements with each of Steelhead Partners, LLC (“Steelhead”) and Greywolf Capital Management LP (“Greywolf”), two of the Company’s largest shareholders, regarding how Steelhead and Greywolf, respectively, will vote the Class A common shares (the “Class A Shares”) over which they exercise control or direction with respect to the election of directors at the Company’s annual meeting of shareholders to be held on August 29, 2017 (the “Meeting”).

In particular, each of Greywolf and Steelhead has agreed to vote all of the Class A Shares over which it exercises control or direction for the following seven director nominees: Mr. Robert A. Cohen (a nominee of Greywolf), Mr. Michael Johnston (a nominee of Steelhead) and five members of the incumbent Board, being Messrs. Rockne J. Timm, A. Douglas Belanger, James P. Geyer, James H. Coleman and Jean Charles Potvin. In conjunction with such agreements, the name of Patrick D. McChesney, a director of the Company since 1988, will be withdrawn from consideration for re-election to the Board.

The Company has further agreed with each of Steelhead and Greywolf that following the Meeting, the Board will work with such shareholders to seek out and review potential candidates, mutually agreeable to such shareholders, to be appointed to the Board by the end of 2017. Once a candidate agreeable to such shareholders is identified, such person would be put forward to the Board to be appointed as a director at the request of such shareholders and an existing director will resign at that time.

James Coleman, Executive Chairman of the Board, stated, “We would also like to acknowledge the significant contributions Pat McChesney has provided over the many years as an officer and a director. Mr. McChesney’s wit, sound advice and steady hand will be missed and we express our sincere thanks to him for his service and wish him all the best.”

As at July 10, 2017, the record date for the Meeting (the “Record Date”), Greywolf, on behalf of certain funds that it manages or advises, exercised control or direction over 23,544,147 Class A Shares (representing approximately 26.2% of the outstanding Class A Shares as at the Record Date) and Steelhead, on behalf of Steelhead Navigator Master, L.P (“Steelhead Navigator”) and another client, exercised control or direction over 7,331,701 Class A Shares (representing approximately 8.2% of the outstanding Class A Shares as at the Record Date).

Subsequent to the Record Date, Greywolf, on behalf of certain funds it manages or advises, or exercises control or direction over, acquired an additional 2,910,109 Class A shares upon the conversion of the principal amount of certain convertible debentures and Steelhead, on behalf of Steelhead Navigator, acquired control or direction over an additional 3,168,223 Class A Shares upon the conversion of the principal amount of certain convertible debentures. As a result of such conversions, Greywolf currently exercises control or direction over a total of 26,454,256 Class A Shares (27.1%) and Steelhead currently exercises control or direction over a total of 10,499,924 Class A Shares (10.8%).
Further information regarding the Company can be located at www.goldreserveinc.com, www.sec.gov, and www.sedar.com.

http://www.businesswire.com/news/home/20170823005849/en/Gold-Reserve-Update-Annual-Meeting-Matters

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