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

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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."