Gold Reserve Announces Amendment No. 2 to Tender Offer Notice of Right of Repurchase for 5.50% Senior Subordinated Convertible

Gold Reserve Announces Amendment No. 2 to Tender Offer Notice of Right of 
Repurchase for 5.50% Senior Subordinated Convertible Notes due 2022 and 
Changes to Proposed Restructuring for Noteholders 
SPOKANE, WA, June 11, 2012 /CNW/ - Gold Reserve Inc. (TSX VENTURE: GRZ) 
(NYSE-MKT: GRZ) (the "Company") announced today that it is notifying holders 
("Holders" or "Noteholders") of its 5.50% Senior Subordinated Convertible 
Notes due 2022 (the "Notes") that the Company is modifying the Notice of Right 
of Repurchase and its terms which were announced on May 17, 2012 and June 1, 
2012. On May 17, 2012 the Company announced that it had agreed with Holders of 
87.8% of the notes ("Large Noteholders") to restructure their Notes, subject 
to shareholder approval and such consents as may be required under the 
Indenture, that will allow the Company to restructure the Notes with a 
combination of cash, common shares, modified terms for the remaining balance 
of the Notes and a contingent value right. The Company had offered the terms 
of that restructuring arrangement ("Proposed Restructuring") to all remaining 
Noteholders such that the Holders of the remaining 12.2% of the Notes would 
have the opportunity to elect to have their Notes repurchased for 100% cash 
pursuant to the Put Option described below or accept the same arrangement as 
was agreed with the Large Noteholders, which was referred to as the 
Alternative Transaction. 
Amendment No. 2 is being filed to withdraw, at this time, the Alternative 
Transaction that was announced on June 1, 2012 for the remaining 12.2% of the 
Noteholders. The Put Option for 100% cash continues to be available upon the 
terms initially described in the Schedule TO filed on May 17, 2012. The 
Company intends to offer the Alternative Transaction as soon as reasonably 
practicable but no sooner than 10 business days after the expiration of the 
Put Option, subject to applicable legal requirements and compliance with the 
terms osf Indenture. 
As required by the Indenture (the "Indenture"), dated May 18, 2007, by and 
among the Company and The Bank of New York Mellon, as successor in interest to 
The Bank of New York, as Trustee ("Trustee") and the Co-Trustee named therein, 
the Company offered to each Holder the right to sell (the "Put Option"), upon 
the terms and subject to the conditions set forth in the Indenture, the Notes, 
for cash, to the Company. The Put Option remains available to the Holders. The 
Put Option for cash will expire at 5:00 p.m., New York City time, on June 15, 
2012. 
The Company intends to consummate its previously announced agreement with the 
Large Noteholders. The Holders of the remaining 12.2% of the Notes Holders 
will not have the opportunity to participate in the Proposed Restructuring at 
this time. However, the Company intends to offer to all such Holders an 
opportunity to participate in the Proposed Restructuring as soon as reasonably 
practicable but no sooner than 10 business days after the expiration of the 
Put Option, subject to applicable legal requirements and compliance with the 
terms of Indenture. 
Following the expiration of the Put Option and the expiration of the 
subsequent offer the Company intends to make to Holders other than the Large 
Noteholders, the Company intends to redeem all Notes that have not been 
repurchased pursuant to the Put Option or restructuring pursuant to the 
Proposed Restructuring as soon as practicable, subject to applicable legal 
requirements and compliance with the terms of Indenture. 
For further information please refer directly to the Schedule TO Amendment No. 
2 and all other related filings for further details at www.goldreserveinc.com, 
www.sedar.com, or www.sec.gov. 
"Neither the TSX Venture Exchange nor its Regulation Services Provider (as 
that term is defined in policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy or accuracy of this release." 
A. Douglas Belanger, President Gold Reserve Inc. 
info@goldreserveinc.com (800) 625-9550 (509) 623-1500 
To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/June2012/11/c7860.html 
CO: Gold Reserve Inc.
ST: Washington
NI: PCS  
-0- Jun/11/2012 21:46 GMT
 
 
Press spacebar to pause and continue. Press esc to stop.