GOLD RESERVE INC. • Class A Common Shares Underwriting AgreementUnderwriting Agreement • May 14th, 2007 • Gold Reserve Inc • Gold and silver ores • New York
Gold Reserve Inc., a Yukon corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of • Class A common shares, no par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional • Class A common shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Common Shares”. The Common Shares, including the Shares, will have attached thereto rights (the “Rights”) to purchase additional Common Shares. The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated October 5, 1998, as amended and continued, between the Company and Computershare Trust Compan
