UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission File Number: 001-31819
Gold Reserve Inc.
(Translation of registrant’s name into English)
999 W. Riverside Avenue, Suite 401
Spokane, Washington 99201
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨ Form 40-F
x
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On October 4, 2022, Gold Reserve Inc. (the “Company”)
issued a press release, a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K.
This Report on Form 6-K
and the exhibit attached hereto are hereby incorporated by reference into the Company’s effective registration statements (including
any prospectuses forming a part of such registration statements) on file with the U.S. Securities and Exchange Commission (the “SEC”)
and are to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently
filed or furnished.
Cautionary Note Regarding Forward-Looking Statements
The information presented
or incorporated by reference in this report, other than statements of historical fact, are, or could be, “forward-looking statements”
(within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended) or “forward-looking information” (within the meaning of applicable Canadian securities laws) (collectively referred
to herein as “forward-looking statements”) that may state our intentions, hopes, beliefs, expectations or predictions for
the future.
Forward-looking statements
are necessarily based upon a number of estimates, expectations, and assumptions that, while considered reasonable by us at this time,
are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause our actual financial
results, performance or achievements to be materially different from those expressed or implied herein, many of which are outside our
control. Forward-looking statements speak only as of the date made, and any such forward-looking statements are not intended to provide
any assurances as to future results. The Company believes its estimates, expectations and assumptions are reasonable, but there can be
no assurance those reflected herein will be achieved. Accordingly, readers are cautioned not to place undue reliance on forward-looking
statements.
Forward-looking statements
involve risks and uncertainties, as well as assumptions, including those set out herein, that may never materialize, prove incorrect or
materialize other than as currently contemplated which could cause our results to differ materially from those expressed or implied by
such forward-looking statements. The words “believe,” “anticipate,” “expect,” “intend,”
“estimate,” “plan,” “may,” “could” and other similar expressions that are predictions
of or indicate future events and future trends, which do not relate to historical matters, identify forward-looking statements, although
not all forward-looking statements contain these words. Any such forward-looking statements are not intended to provide any assurances
as to future results.
Numerous factors could
cause actual results to differ materially from those described in the forward-looking statements, any of which could adversely affect
the Company, including, without limitation: (i) risks associated with the timing and ability to appeal, contest, reverse or otherwise
alter the resolution of the Bolivarian Republic of Venezuela (“Venezuela”) Ministry of Mines to revoke the mining rights held
by our joint venture entity Empresa Mixta Ecosocialista Siembra Minera, S.A. (“Siembra Minera”) for alleged non-compliance
with certain Venezuelan mining regulations (the “Resolution”), with various Venezuelan authorities, including the Venezuelan
Supreme Court of Justice; (ii) Venezuela’s failure to honor its commitments under our settlement agreement with them, with respect
to their obligations to us in connection with Siembra Minera and/or the inability of the Company and Venezuela to overcome certain obstacles
associated with the Siembra Minera project; (iii) risks associated with Venezuela’s ongoing failure to honor its commitments associated
with the formation, financing and operation of Siembra Minera; (iv) the breach of one or more of the terms of the underlying agreements
governing the formation of Siembra Minera and the future development of the Siembra Minera project by Venezuela; (v) risks associated
with exploration, delineation of sufficient reserves, regulatory and permitting obstacles and other risks associated with the development
of the Siembra Minera project; (vi) risks associated with sanctions imposed by the U.S. and Canadian governments, including without limitation
those targeting Venezuela; (vii) risks associated with recovering funds under our settlement arrangements with the government of Venezuela,
including our ability to repatriate any such funds; (viii) risks associated with the largest holder of contingent value rights (“CVR”),
a related party, claiming Siembra Minera is “proceeds” for purposes of such CVR and (ix) risks associated with Camac Partners
LLC’s activist campaign or any other activist from time to time, including potential costs and distraction of management and the
directors’ time and attention related thereto that would otherwise be spent on other matters including appealing or contesting the
Resolution. This list is not exhaustive of the factors that may affect any of our forward-looking statements.
Investors are cautioned
not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in our affairs since
the date of this report that would warrant any modification of any forward-looking statement made in this document, other documents periodically
filed with the SEC, the Ontario Securities Commission or other securities regulators or presented on the Company's website. Forward-looking
statements speak only as of the date made. Investors are urged to read the Company's filings with U.S. and Canadian securities regulatory
agencies, which can be viewed online at www.sec.gov and www.sedar.com, respectively.
These risks and uncertainties,
and additional risk factors that could cause results to differ materially from forward-looking statements, are more fully described in
the Company’s latest Annual Information Form and Annual Report on Form 40-F, including, but limited to, the section entitled “Risk
Factors” in Management’s Discussion and Analysis therein, and in the Company’s other filings with the SEC and Canadian
securities regulatory agencies, which can be viewed online at www.sec.gov and www.sedar.com, respectively. Consider these
factors carefully in evaluating the forward-looking statements. All subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by this notice. We disclaim any intent or obligation to
update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether, as a result
of new information, future events or otherwise, subject to our disclosure obligations under applicable U.S. and Canadian securities regulations.
Any forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company’s
expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s
plans and objectives and may not be appropriate for other purposes.
.
EXHIBIT INDEX
| Exhibit No. |
Description |
| 99.1 |
Press release issued by Gold Reserve Inc. on October 4, 2022* |
| * Furnished herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 4, 2022
GOLD RESERVE INC. (Registrant)
By: /s/ David P. Onzay
David P. Onzay, its Chief Financial Officer
and its Principal Financial and Accounting Officer
