EXHIBIT 3.1 UNDERWRITING AGREEMENT May 3, 2006 Gold Reserve Inc. 926 West Sprague Avenue Suite 200 Spokane, Washington 99201 U.S.A. Attention: Mr. Douglas Belanger, President Dear Sirs: Sprott Securities Inc. ("Sprott") and RBC Dominion Securities...Underwriting Agreement • May 3rd, 2006 • Gold Reserve Inc • Gold and silver ores • Ontario
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2014 • Gold Reserve Inc • Gold and silver ores • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of February 28, 2014 (the “Effective Date”) by and among Gold Reserve Inc., a corporation existing under the laws of the Yukon Territory, Canada (the “Company”), Steelhead Navigator Master, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (the “Stockholder”) and any other Eligible Sellers (as defined below) who may become a party to this Agreement on or after the Effective Date.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • December 30th, 2008 • Gold Reserve Inc • Gold and silver ores • Washington
GOLD RESERVE CORPORATION, a Montana corporation, with offices at 926 West Sprague Avenue, Suite 200, Spokane, Washington 99201 (hereinafter referred to as the “Company”) and
GOLD RESERVE INC. •% Senior Subordinated Convertible Notes due 2022 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”), US$75,000,000 principal amount of its •% Senior Subordinated Convertible Notes due 2022 (the “Underwritten Securities”). The Company also proposes to issue and sell to the Underwriters not more than an additional $11,250,000 principal amount of its •% Senior Subordinated Convertible Notes due 2022 (the “Additional Securities”) if and to the extent that the Underwriters shall have determined to exercise the right to purchase such Additional Securities granted to the Underwriters in Section 1 hereof. The Underwritten Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be issued pursuant to an Indenture to be dated as of May •, 2007 (the “Indenture”) between the Company and Bank of New York, as
GOLD RESERVE INC. as Issuer AND as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Co-Trustee Third Supplemental Indenture Dated as of September 24, 2014 to Indenture Dated as of May 18, 2007Third Supplemental Indenture • September 25th, 2014 • Gold Reserve Inc • Gold and silver ores • New York
GOLD RESERVE INC. as Issuer AND as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Co-Trustee First Supplemental Indenture Dated as of September 13, 2012 to Indenture Dated as of May 18, 2007First Supplemental Indenture • October 26th, 2012 • Gold Reserve Inc • Gold and silver ores • New York
GOLD RESERVE INC. as Issuer AND as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Co-Trustee Second Supplemental Indenture Dated as of June 18, 2014 to Indenture Dated as of May 18, 2007 11% Senior Subordinated Convertible Notes due 2015 11% Senior...Indenture • June 20th, 2014 • Gold Reserve Inc • Gold and silver ores • New York
SETTLEMENT AGREEMENT by GOLD RESERVE and THE BOLIVARIAN REPUBLIC OF VENEZUELA July 17, 2016 SETTLEMENT AGREEMENTSettlement Agreement • April 27th, 2023 • Gold Reserve Inc • Gold and silver ores
This Settlement Agreement (the "Agreement") is entered into on July 17, 2016, by and between GR MINING (BARBADOS) INC., a company duly incorporated, organized and existing under the laws of Barbados and domiciled in the Bolivarian Republic of Venezuela with the Fifth Commercial Registry, under N° 14, Volume 111-A REGISTRO MERCANTIL V (COD. 224), on its own name and on that of its Affiliates (hereinafter "GOLD RESERVE"), represented herein by José Ignacio Moreno, Venezuelan, of legal age, holder of identity card N° 9.878.700, acting as Legal Representative, on the one side; and on the other side, the BOLIVARIAN REPUBLIC OF VENEZUELA (hereinafter, the "REPUBLIC, represented by (i) the citizen Reinaldo Enrique Muñoz Pedroza, Venezuelan, of legal age, of this domicile, holder of identity card N° 10.869.426, acting as Attorney General in Charge, who acts in accordance with the provisions of the Organic Law for the Attorney General of the Republic, and by (ii) the citizen Roberto Ignacio Mir
GOLD RESERVE INC. as Issuer AND THE BANK OF NEW YORK as Trustee Indenture Dated as of May •, 2007 •% Senior Subordinated Convertible Notes due 2022Indenture • May 14th, 2007 • Gold Reserve Inc • Gold and silver ores • New York
INDENTURE, dated as of May •, 2007, between GOLD RESERVE INC., a corporation duly organized and existing under the laws of the Yukon, as Issuer (herein called the “Company”), having its principal office at 926 West Sprague Ave., Suite 200, Spokane, WA 99201 (Facsimile No. (509) 623-1634), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein called the “Trustee”).
NOTE RESTRUCTURING AND NOTE PURCHASE AGREEMENTRestructuring and Note Purchase Agreement • December 2nd, 2015 • Gold Reserve Inc • Gold and silver ores • New York
GOLD RESERVE INC. as Issuer AND as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Co-Trustee Fourth Supplemental Indenture Dated as of November 30, 2015 to Indenture Dated as of May 18, 2007 11% Senior Secured Convertible Notes due 2018 11% Senior...Fourth Supplemental Indenture • December 2nd, 2015 • Gold Reserve Inc • Gold and silver ores • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of November 30, 2015 (this “Fourth Supplemental Indenture”), by and among GOLD RESERVE INC., a corporation incorporated under the laws of Alberta, Canada, as Issuer (hereinafter called the “Company”), having its principal office at 926 West Sprague Ave., Suite 200, Spokane, WA 99201 (Facsimile No. (509) 623-1634), U.S. BANK NATIONAL ASSOCIATION, having its Corporate Trust Office at 100 Wall Street, Suite 1600, New York, New York, 10005, as successor Trustee (hereinafter, the “Trustee”) to The Bank of New York Mellon (f/k/a The Bank of New York) (the “Predecessor Trustee”) and COMPUTERSHARE TRUST COMPANY OF CANADA, having its Corporate Trust Office at 1500 University St., 7th Floor, Montreal, Quebec H3A 3S8, Canada, as successor Co-Trustee (hereinafter, the “Co-Trustee”) to BNY Trust Company of Canada (the “Predecessor Co-Trustee”).
SUBORDINATED NOTE RESTRUCTURING AND NOTE PURCHASE AGREEMENTRestructuring and Note Purchase Agreement • June 20th, 2014 • Gold Reserve Inc • Gold and silver ores • New York
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 2nd, 2015 • Gold Reserve Inc • Gold and silver ores • New York
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is made as of November 30, 2015, by Gold Reserve Inc., an Alberta corporation (the “Borrower”), and the Additional Grantors (as hereinafter defined) (the Borrower and the Additional Grantors are herein collectively called the “Grantors” and each, individually, a “Grantor”), in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).
