13D Filing: Steelhead Partners and Gold Reserve Inc (GRZ)

[1]This number does not include (i) 2,315,499
shares of the issuer’s Class A common stock (the “Convertible Note Shares”) that may be issued to Steelhead
Navigator (as defined below) upon the conversion of certain convertible notes held by Steelhead Navigator because the receipt
of such Convertible Note Shares is contingent upon the issuer’s determination, in its sole discretion, to deliver the
Convertible Note Shares instead of cash upon conversion of the convertible notes or (ii) a contingent value right held by
Steelhead Navigator or any underlying securities that may be issuable by the issuer to Steelhead Navigator pursuant to the
terms of the contingent value right.