Gold Reserve announces spin-out of American Heralds Mining Corporation

Gold Reserve (GDRZF) announced the formation of American Heralds Mining Corporation, a new U.S.-domiciled mining company, designed to advance Western Hemisphere resource development and support the United States’ priorities around secure, resilient critical mineral supply chains. The Company is evaluating a spin-out transaction under which all of Gold Reserve’s mining interests in Venezuela and its Alaskan property, would be transferred to American Heralds, with the shares of American Heralds distributed to the Company’s shareholders. American Heralds is expected to be headquartered in Miami, Florida, positioning the Company within immediate reach of U.S.-based Venezuelan management, federal regulatory institutions, and the professional services ecosystem needed to expedite a mining platform. Details of the Spin-out are subject to ongoing review by the Company’s advisors and Board of Directors, and all applicable approvals, including, shareholder approval. The Company underscores the importance of maintaining these assets within a U.S.-aligned framework. American Heralds is structured to provide a stable pathway for development of critical mineral resources essential to national security. The Company’s longstanding rights, technical data, and operational readiness position it to move quickly in support of U.S. strategic objectives and supply chain resilience. Following the Spin-out of American Heralds, the Company would become an investment holding company with a minority interest in American Heralds. The Company would continue to pursue recovery on its Arbitral Award, including in the Delaware and Portugal proceedings. To clearly distinguish the Company from the new mining company, American Heralds, management intends to pursue the re-naming of Gold Reserve to Hamilton American Holdings. The Name Change is subject to ongoing review by the Company’s advisors, Board of Directors, and shareholder approval. Following completion of the Spin-out, the Company intends to pursue a U.S. initial public offering of American Heralds and a U.S. stock exchange listing, consistent with the Administration’s emphasis on expanding U.S.-based industrial capacity and bringing strategic resource development under U.S.-governance.