Page 7 of 7 – SEC Filing
EXHIBITS LIST
| No. 1. 2. 3. 4. 5. 6. 7. | Exhibit Letter to Shareholders dated August 23, 2017 Agreement Regarding Joint Filing of Statement on Schedule 13D Second Amended and Restated Subordinated Note Restructuring Agreement, dated September 13, 2012.* Subordinated Note Restructuring Second Supplemental Indenture*** Note Restructuring and Note Fourth Supplemental Indenture***** |
_________________
* Filed as Exhibit 99.1 to the Issuer’s
Form 6-K filed with the SEC on September 18, 2012 and incorporated by reference herein.
** Filed as Exhibit 99.1 to the
Issuer’s Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.
***Filed as Exhibit 99.2 to the Issuer’s
Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.
****Filed as Exhibit 99.1 to the
Issuer’s Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.
***** Filed as Exhibit 99.2 to the
Issuer’s Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.
EXHIBIT 1
August 23, 2017
To Shareholders of Gold Reserve Inc:
As you are aware from our earlier filings and Gold Reserve’s recently-released
annual general meeting materials, Steelhead Partners, LLC (“Steelhead”) nominated three individuals to serve on Gold Reserve’s
board of directors. As indicated in the company’s recent press release, we have reached agreement with the company on the
compromise described. We believe that this compromise is in the best interests of the company, management and all shareholders
and we will be voting in favor of the revised slate of board nominees.
Steelhead has been a long-term supporter of Gold
Reserve, its board and management. Our involvement in the company extends back to April 7, 2006, when Steelhead Navigator
Master, L.P. bought its first shares, and for a number of recent years Steelhead was the largest shareholder. Prior to its
recent retirement, we also owned a significant portion of the company’s debt, having started our debt purchases in 2008. We
also have agreed on three separate occasions to restructure that debt, which left the equity intact, ensured the company’s
survival and allowed the company to move forward with the arbitration and settlement process while aligning debt holders with
shareholders.
Our director nomination request and accompanying 200-word statement were made prior to finalization of the amended
settlement agreement and subsequent three payments by Venezuela. With these developments, we believe it is in the best interests
of all stakeholders to move forward and focus on the future distribution of a substantial portion of settlement payments to
shareholders and development of the joint mining venture. We believe that the efforts of management and the board in successfully
completing the revised settlement agreement and joint venture terms provide a solid platform for future value creation at
Gold Reserve.
Based on the agreement we
have reached with the company, Steelhead has withdrawn its nominations of Chris Hodgson and Joseph Mannello and we will be
voting in favor of the election of James Coleman, Rockne Timm, A. Doug Belanger, Jean Charles Potvin, James P. Geyer, Robert
Cohen and myself (J. Michael Johnston). We believe that the election and reelection of these individuals to the board of
directors is in the best interests of Gold Reserve and its shareholders. Thank you for your consideration.
Sincerely,
J.
Michael Johnston
Steelhead Partners, LLC
EXHIBIT 2
JOINT FILING UNDERTAKING
The undersigned,
being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of
the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule,
as it may be amended, jointly on behalf of each of such parties.
| Dated: August 23, 2017 | STEELHEAD PARTNERS, LLC By: _/s/ Brent Brent Binge, General Counsel |
| STEELHEAD NAVIGATOR MASTER, L.P. By: /s/ Brent E. Binge___________ Brent Binge, General Counsel | |
| JAMES MICHAEL JOHNSTON /s/ Brent E. Binge_____________________ Brent Binge, Attorney-In-Fact for James Michael Johnston* | |
| BRIAN KATZ KLEIN /s/ Brent E. Binge_____________________ Brent Binge, Attorney-In-Fact for Brian Katz Klein** |
* Power of Attorney was previously filed with the SEC as Exhibit 2 to Amendment No. 6 to the Schedule 13D filed by Steelhead
Partners, LLC with respect to Sonde Resources Corp. on October 26, 2011.
** Power of Attorney was previously filed with the
SEC as Exhibit 3 to Amendment No. 6 to the Schedule 13D filed by Steelhead Partners, LLC with respect to Sonde Resources Corp.
on October 26, 2011.
