Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 November 2023

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 x Form 40-F ¨

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 November 27, 2023, Gold Reserve Inc. (the “Company”) filed its Interim Consolidated Financial Statements, Management’s Discussion and Analysis and related management certifications with Canadian securities regulatory authorities. Copies of these documents are furnished as Exhibits to this Report on Form 6-K.

This Report on Form 6-K and the exhibits 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Commission (the “SEC”) and are to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 provincial and territorial securities laws) (collectively referred to herein as “forward-looking statements”) that state the Company’s and its management’s 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 the Company and its management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The Company cautions that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause the actual outcomes, financial results, performance or achievements to be materially different from those expressed or implied therein, many of which are outside its 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 recovering funds (including related costs associated therewith) under the Company’s settlement agreement with the government of the Bolivarian Republic of Venezuela (“Venezuela”) or its various proceedings against the government of Venezuela, including (a) the potential ability of the Company to obtain funds as a result of the conditional writ of attachment fieri facias granted by the U.S. District Court for the District of Delaware (the “Delaware Court”) on March 31, 2023 with respect to shares of PDV Holdings, Inc. (“PDVH”), whereby the Company may potentially enforce its September 2014 arbitral award and corresponding November 2015 U.S. judgment by obtaining proceeds from the potential sale of PDVH shares, and the potential ability of the Company to obtain the funds that the Lisbon District Court attached in Portugal on the Company’s request, (b) whether PDVH’s parent company, Petroleos de Venezuela, S.A., or another party, is permitted by the U.S. Supreme Court to appeal the judgement of the U.S. Court of Appeals for the Third Circuit upholding the Delaware Court’s decision to grant the conditional writs of attachment for the Company and other creditors, and the outcome of any such appeal, and (c) the Company’s ability to repatriate any funds obtained in the Lisbon proceedings, or any funds owed to the Company under the settlement arrangements that may become available; (ii) risks associated with sanctions imposed by the U.S. and Canadian governments, including without limitation those targeting Venezuela; (iii) risks associated with whether the Company is able to obtain (or get results from) relief from such sanctions, including whether and to what extent the U.S. Office of Foreign Asset Control (“OFAC”) grants licenses with respect to any court-ordered sale of PDVH shares, including timing and terms of such licenses; (iv) Venezuela’s failure to honor its commitments under the Company’s settlement agreement with it, with respect to its obligations to the Company in connection with our joint venture entity Empresa Mixta Ecosocialista Siembra Minera, S.A. (“Siembra Minera”); (v) risks associated with the timing and ability to contest, reverse or otherwise alter the resolution of the Venezuela Ministry of Mines to revoke the mining rights held by Siembra Minera

for alleged non-compliance with certain Venezuelan mining regulations (the “Resolution”), with various Venezuelan authorities; (vi) risks associated with Venezuela’s ongoing failure to honor its commitments associated with the formation, financing and operation of Siembra Minera and the inability of the Company and Venezuela to overcome certain obstacles associated with the Siembra Minera project; (vii) risks associated with the breach by Venezuela 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; (viii) risks associated with changes in law in Venezuela, including the recent enactment of the Law for Protection of the Assets, Rights, and Interests of the Bolivarian Republic of Venezuela and its Entities Abroad, which negatively impacts the ability of the Company to carry on activities in Venezuela, including safety and security of personnel, the repatriation of funds and other factors identified herein; (ix) risks associated with activist campaigns, including potential costs and distraction of management and the directors’ time and attention related thereto that would otherwise be spent on other matters including contesting the Resolution; and (x) risks associated with potential tax, accounting or financial impacts, including any potential income tax liabilities in addition to those currently recorded, that may result from the current (or any future) audits of our tax filings by U.S. and Canadian tax authorities. This list is not exhaustive of the factors that may affect any of the Company’s 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.sedarplus.ca, 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 Report on Form 20-F, including, but limited to, the section entitled “Risk Factors” 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.sedarplus.ca, respectively. Consider these factors carefully in evaluating the forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company, the Company’s management, or other persons acting on the Company’s behalf are expressly qualified in their entirety by this notice. The Company disclaims 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 its disclosure obligations under applicable rules and regulations promulgated by the SEC and applicable Canadian provincial and territorial securities laws. 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

99.2

99.3

99.4

September 30, 2023 Interim Consolidated Financial Statements*

September 30, 2023 Management’s Discussion and Analysis*

Chief Executive Officer’s Certification of Interim Filings*

Chief Financial Officer’s Certification of Interim Filings*

* 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: November 27, 2023

GOLD RESERVE INC. (Registrant)

By: /s/ David P. Onzay

David P. Onzay, its Chief Financial Officer

and its Principal Financial and Accounting Officer

Exhibit 99.1

GOLD RESERVE INC.

September 30, 2023

Interim Consolidated Financial Statements

U.S. Dollars

(unaudited)

GOLD RESERVE INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited - Expressed in U.S. dollars)

				September 30, 2023		December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents (Note 3)			$	3,332,838	$	15,380,489
Term deposits (Note 4)				35,586,890		27,499,188
Marketable equity securities (Note 5)				814,350		98,053
Assets held for sale (Note 6)				775,000		–
Income tax receivable (Note 10)				–		8,091,104
Prepaid expense and other				506,253		458,939
Total current assets				41,015,331		51,527,773
Property, plant and equipment, net (Note 6)				399,935		1,416,152
Total assets			$	41,415,266	$	52,943,925
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses (Note 2)			$	1,256,004	$	647,283
Income tax payable (Note 10)				9,514,009		–
Severance accrual (Note 9)				–		531,981
Contingent value rights (Note 2)				–		172,077
Total current liabilities				10,770,013		1,351,341

Total liabilities				10,770,013		1,351,341


SHAREHOLDERS' EQUITY
Serial preferred stock, without par value
Authorized:	Unlimited
Issued:	None
Common shares				302,681,173		302,679,682
Class A common shares, without par value
Authorized:	Unlimited
Issued and outstanding:	2023…99,548,711	2022…99,547,710
Contributed surplus				20,625,372		20,625,372
Stock options (Note 9)				23,560,891		23,561,301
Accumulated deficit				(316,222,183)		(295,273,771)
Total shareholders' equity				30,645,253		51,592,584
Total liabilities and shareholders' equity			$	41,415,266	$	52,943,925

Contingencies (Notes 2 and 9)

The accompanying notes are an integral part of the interim consolidated financial statements.

Approved by the Board of Directors:

/s/ James P. Tunkey /s/ Yves M. Gagnon

GOLD RESERVE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited - Expressed in U.S. dollars)


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2023		2022		2023		2022
INCOME (LOSS)
Interest income	$	484,839	$	176,784	$	1,414,042	$	251,964
Unrealized gain (loss) on equity securities (Note 5)		377,213		(46,608)		716,297		8,215
Foreign currency loss		(21,334)		(70,137)		(16,808)		(116,010)
		840,718		60,039		2,113,531		144,169
EXPENSES
Corporate general and administrative (Notes 2 and 9)		926,620		1,060,499		2,958,793		3,719,858
Siembra Minera Project and related costs (Note 7)		–		–		–		223,237
Exploration costs		36,503		6,908		54,685		23,296
Write-down of assets held for sale (Note 6)		–		–		193,750		–
Legal and accounting		515,846		535,327		1,226,617		1,383,804
Enforcement of Arbitral Award (Note 2)		166,779		90,463		900,611		140,877
Equipment holding costs		40,433		70,198		122,374		145,699
		1,686,181		1,763,395		5,456,830		5,636,771

Net loss before income tax for the period	$	(845,463)	$	(1,703,356)	$	(3,343,299)	$	(5,492,602)
Income tax expense (Note 10)		(17,605,113)		–		(17,605,113)		–

Net loss and comprehensive loss for the period	$	(18,450,576)	$	(1,703,356)	$	(20,948,412)	$	(5,492,602)

Net loss per share, basic and diluted	$	(0.19)	$	(0.02)	$	(0.21)	$	(0.06)
Weighted average common shares outstanding, basic and diluted		99,548,178		99,547,710		99,547,868		99,547,710

The accompanying notes are an integral part of the interim consolidated financial statements.

GOLD RESERVE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited - Expressed in U.S. dollars)


For the Three Months Ended September 30, 2023 and 2022
	Common Shares		Contributed Surplus	Stock Options	Accumulated Deficit
	Number	Amount	Contributed Surplus	Stock Options	Accumulated Deficit
Balance, June 30, 2023	99,547,710	$ 302,679,682	$ 20,625,372	$ 23,561,301	$ (297,771,607)
Net loss for the period	–	–	–	–	(18,450,576)
Share issuance	1,001	1,491	–	(410)	–
Balance, September 30, 2023	99,548,711	$ 302,681,173	$ 20,625,372	$ 23,560,891	$ (316,222,183)


Balance, June 30, 2022	99,547,710	$ 302,679,682	$ 20,625,372	$ 23,409,987	$ (290,466,501)
Net loss for the period	–	–	–	–	(1,703,356)
Stock option compensation (Note 9)	–	–	–	3,799	–
Balance, September 30, 2022	99,547,710	$ 302,679,682	$ 20,625,372	$ 23,413,786	$ (292,169,857)

For the Nine Months Ended September 30, 2023 and 2022
	Common Shares		Contributed Surplus	Stock Options	Accumulated Deficit
	Number	Amount	Contributed Surplus	Stock Options	Accumulated Deficit
Balance, December 31, 2022	99,547,710	$ 302,679,682	$ 20,625,372	$ 23,561,301	$ (295,273,771)
Net loss for the period	–	–	–	–	(20,948,412)
Share issuance	1,001	1,491	–	(410)	–
Balance, September 30, 2023	99,548,711	$ 302,681,173	$ 20,625,372	$ 23,560,891	$ (316,222,183)


Balance, December 31, 2021	99,547,710	$ 302,679,682	$ 20,625,372	$ 23,402,083	$ (286,677,255)
Net loss for the period	–	–	–	–	(5,492,602)
Stock option compensation (Note 9)	–	–	–	11,703	–
Balance, September 30, 2022	99,547,710	$ 302,679,682	$ 20,625,372	$ 23,413,786	$ (292,169,857)

The accompanying notes are an integral part of the interim consolidated financial statements.

GOLD RESERVE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in U.S. dollars)


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2023	2022		2023		2022
Cash Flows from Operating Activities:
Net loss for the period	$ (18,450,576)	$ (1,703,356)	$	(20,948,412)	$	(5,492,602)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option compensation	–	3,799		–		11,703
Depreciation	15,620	25,679		47,467		78,965
Write-down of assets held for sale	–	–		193,750		–
Unrealized (gain) loss on marketable equity securities	(377,213)	46,608		(716,297)		(8,215)
Amortized interest on term deposits	(465,769)	–		(1,247,542)		–
Decrease in income tax receivable related to change in uncertain tax position	8,091,104	–		8,091,104		–
Changes in non-cash working capital:
Decrease in income tax receivable	–	–		–		591,735
Increase in income tax payable	9,514,009	–		9,514,009		–
Decrease in severance accrual	–	–		(531,981)		–
Decrease in contingent value rights accrual	(60,383)	–		(172,077)		–
Net decrease (increase) in prepaid expense and other	277,889	368,230		(47,314)		(232,512)
Net increase in payables and accrued expenses	256,784	153,889		608,721		828,146
Net cash used in operating activities	(1,198,535)	(1,105,151)		(5,208,572)		(4,222,780)
Cash Flows from Investing Activities:
Purchase of term deposits	(8,324,085)	–		(38,777,098)		–
Proceeds from maturity of term deposits	11,536,938	–		31,936,938		–
Net cash provided by (used in) investing activities	3,212,853	–		(6,840,160)		–
Cash Flows from Financing Activities:
Proceeds from the exercise of stock options	1,081	–		1,081		–
Net cash provided by financing activities	1,081	–		1,081		–
Change in Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents	2,015,399	(1,105,151)		(12,047,651)		(4,222,780)
Cash and cash equivalents - beginning of period	1,317,439	46,000,001		15,380,489		49,117,630
Cash and cash equivalents - end of period	$ 3,332,838	$ 44,894,850	$	3,332,838	$	44,894,850

The accompanying notes are an integral part of the interim consolidated financial statements.

Note 1. The Company and Significant Accounting Policies:

Gold Reserve Inc. ("Gold Reserve," the "Company," "we," "us," or "our") is engaged in the business of evaluating, acquiring, exploring and developing mining projects and was incorporated in 1998 under the laws of the Yukon Territory, Canada and continued to Alberta, Canada in September 2014.

Gold Reserve Inc. is the successor issuer to Gold Reserve Corporation which was incorporated in 1956. Management's primary recent activities have included those related to corporate and legal activities associated with the collection of the unpaid balance of the Award (defined below, see Note 2) and matters related to the Siembra Minera project (the "Siembra Minera Project").

The U.S. and Canadian governments have imposed various sanctions (the "Sanctions") targeting the Bolivarian Republic of Venezuela (“Venezuela”). The Sanctions, in aggregate, essentially prevent any dealings with Venezuelan government or state-owned or controlled entities and prohibit directors, management and employees of the Company who are U.S. Persons from dealing with certain Venezuelan individuals or entering into certain transactions.

The Sanctions imposed by the U.S. government generally block all property of the government of Venezuela and prohibit directors, management and employees of the Company who are U.S. Persons (as defined by U.S. Sanction statutes) from dealing with the Venezuelan government and/or state-owned/controlled entities, entering into certain transactions or dealing with Specially Designated Nationals and target corruption in, among other identified sectors, the gold sector of the Venezuelan economy.

The Sanctions imposed by the Canadian government include asset freezes and prohibitions on dealings with certain named Venezuelan officials under the Special Economic Measures (Venezuela) Regulations of the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Regulations of the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law).

The cumulative impact of the Sanctions continues to prohibit or restrict the Company from working with Venezuelan government officials with respect to the Settlement Agreement (defined below) and/or payment of the remaining balance of the Award plus interest and/or pursuing remedies with respect to the Resolution (defined below) by the Venezuelan Ministry of Mines to revoke the mining rights in connection with the Siembra Minera Project and/or finance, develop and operate the Siembra Minera Project.

Basis of Presentation and Principles of Consolidation. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The statements include the accounts of the Company, Gold Reserve Corporation and three Barbadian subsidiaries one of which was formed to hold our equity interest in Empresa Mixta Ecosocialista Siembra Minera, S.A. (“Siembra Minera”) which is beneficially owned 55% by a Venezuelan state-owned entity and 45% by Gold Reserve. Our investment in Siembra Minera is accounted for as an equity investment. All subsidiaries are wholly owned. All intercompany accounts and transactions have been eliminated on consolidation. Our policy is to consolidate those subsidiaries where control exists. We have only one operating segment, the exploration and development of mineral properties.

Cash and Cash Equivalents. We consider short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents for purposes of reporting cash equivalents and cash flows. The cost of these investments approximates fair value. We manage the exposure of our cash and cash equivalents to credit risk by diversifying our cash holdings (See Note 3).

Exploration and Development Costs. Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized development costs under property, plant and equipment. Mineral property acquisition costs are capitalized and holding costs of such properties are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Mineral properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values.

Property, Plant and Equipment. Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, except for equipment not yet placed into use. Replacement costs and major improvements are capitalized. Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets retired or sold are removed from the accounts and any resulting gain or loss is reflected in operations. Furniture, office equipment and leasehold improvements are depreciated using the straight-line method over five to ten years.

Assets Held for Sale. Long-Lived assets are classified as held for sale in the period in which certain criteria are met. Assets held for sale are measured at the lower of carrying amount or fair value less cost to sell and are not depreciated as long as they remain classified as held for sale.

Impairment of Long-Lived Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected future net cash flows to be generated from the use or eventual disposition of a long-lived asset (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on a determination of the asset's fair value. Fair value is generally determined by discounting estimated cash flows based on market participant expectations of those future cash flows, or applying a market approach that uses market prices and other relevant information generated by market transactions involving comparable assets.

Foreign Currency. The U.S. dollar is our (and our foreign subsidiaries') functional currency. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historical rates and revenue and expense items are translated at average exchange rates during the reporting period, except for depreciation which is translated at historical rates. Translation gains and losses are included in the statement of operations.

Stock Based Compensation. We maintain an equity incentive plan which provides for the grant of stock options to purchase Class A common shares. We use the fair value method of accounting for stock options. The fair value of options granted to employees is computed using the Black-Scholes method as described in Note 9 and is expensed over the vesting period of the option. For non-employees, the fair value of stock-based compensation is recorded as an expense over the vesting period or upon completion of performance. Consideration paid for shares on exercise of stock options, in addition to the fair value attributable to stock options granted, is credited to capital stock. Stock options granted under the plan become fully vested and exercisable upon a change of control.

Income Taxes. We use the liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and those amounts reported in the financial statements. The deferred tax assets or liabilities are calculated using the enacted tax rates expected to apply in the periods in which the differences are expected to be settled. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.

Uncertain Tax Positions. We record uncertain tax positions based on a two-step process that separates recognition from measurement. The first step is determining whether a tax position has met the recognition threshold which requires that the Company determine if it is more likely than not that it will sustain the tax benefit taken or expected to be taken in the event of a dispute with taxing authorities. The second step, for those positions meeting the “more likely than not” threshold, is to recognize the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement with taxing authorities. Management periodically evaluates positions taken in tax returns in situations in which applicable tax regulation is subject to interpretation. The Company establishes provisions where appropriate on the basis of amounts expected to be received from or paid to tax authorities.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Income (Loss) Per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Class A common shares outstanding during each period. Diluted net income per share reflects the potentially dilutive effects of outstanding stock options. In periods in which a loss is incurred, the effect of potential issuances of shares under stock options would be anti-dilutive, and therefore basic and diluted losses per share are the same in those periods. The Company classifies interest and penalties on underpayment of income tax as income tax expense.

Marketable Equity Securities. The Company's marketable equity securities are reported at fair value with changes in fair value included in the statement of operations.

Equity accounted investments. Investments in incorporated entities in which the Company has the ability to exercise significant influence over the investee are accounted for by the equity method.

Financial Instruments. Marketable equity securities are measured at fair value at each reporting date, with the change in value recognized in the statement of operations as an unrealized gain or loss. Cash and cash equivalents, term deposits, deposits, advances and receivables are accounted for at amortized cost which approximates fair value (See Notes 3 and 4). Accounts payable and contingent value rights are recorded at amortized cost which approximates fair value.

Note 2. Enforcement of Arbitral Award:

In October 2009, we initiated a claim (the "Brisas Arbitration") under the Additional Facility Rules of the International Centre for the Settlement of Investment Disputes ("ICSID") to obtain compensation for the losses caused by the actions of Venezuela that terminated our previous mining project known as the "Brisas Project." On September 22, 2014, we were granted an Arbitral Award (the "Award") totaling $740.3 million.

In July 2016, we signed the Settlement Agreement, subsequently amended, whereby Venezuela agreed among other things to pay us a total of approximately $1.032 billion which is comprised of $792 million to satisfy the Award (including interest) and $240 million for the purchase of our mining data related to the Brisas Project (the "Mining Data") in a series of payments ending on or before June 15, 2019 (the "Settlement Agreement"). As agreed, the first $240 million received by Gold Reserve from Venezuela has been recognized as proceeds from the sale of the Mining Data. Venezuela has been in breach of the Settlement Agreement since 2018. The Company is pursuing enforcement of the Award through legal proceedings in the United States and Portugal.

To date, the Company has received payments of approximately $254 million pursuant to the Settlement Agreement. Venezuela is in breach of the Settlement Agreement and the Company is pursuing enforcement of the Award in the United States and other jurisdictions (which includes collection efforts). The remaining unpaid amount due from Venezuela pursuant to the Award totals an estimated $1.035 billion (including interest) as of September 30, 2023. In relation to the unpaid amount due from Venezuela, the Company has not recognized an Award receivable or associated liabilities on its financial statements which would include taxes, bonus plan and contingent value right payments, described below, as management has not yet determined that payment from Venezuela is probable. While collection efforts continue, including legal proceedings in the United States and Portugal, the timing and amount of any funds collected under the Award, if any, is not yet probable such that any change in value of the Award receivable or associated liabilities has been recognized as at September 30, 2023. This judgement was based on various factors including the Sanctions imposed on Venezuela, the current economic and political instability in Venezuela, the history of non-payment by Venezuela under the terms of the Settlement Agreement and the Resolution (See Note 7). The Award receivable and any associated liabilities will be recognized when, in management’s judgment, it is probable that payment from Venezuela will occur.

The post-Award interest rate is LIBOR plus two percent. With the phase out of LIBOR, the U.S. Congress enacted the Adjustable Interest Rate (LIBOR) Act to establish a process for replacing LIBOR in existing contracts. The U.S. Federal Reserve Board adopted a final rule that implements the Adjustable Interest Rate (LIBOR) Act by identifying benchmark rates based on the Secured Overnight Financing Rate (SOFR) that replaced LIBOR in certain financial contracts after June 30, 2023. Accordingly, effective July 1, 2023, the Company began calculating the interest due on the unpaid amount of the Award using a benchmark replacement rate based on SOFR plus two percent.

We have Contingent Value Rights ("CVRs") outstanding that entitle the holders to an aggregate of 5.466% of certain proceeds from Venezuela associated with the collection of the Award and/or sale of Mining Data or an enterprise sale, as such terms are defined in the CVRs (the "Proceeds"), less amounts for certain specified obligations (as defined in the CVR), as well as a bonus plan as described below. As of September 30, 2023, the total cumulative obligation payable pursuant to the terms of the CVR from the sale of the Mining Data and collection of the Award (not taking into account the claim and settlement with the CVR holders, as described below) was approximately $10 million, substantially all of which has been paid to the CVR holders.

As previously disclosed, a dispute existed between the Company and the holder of the majority of the CVRs. The holder believed that the Company's 45% interest in Siembra Minera represented "Proceeds" for purposes of the CVRs and as such the CVR holders were entitled to the value of 5.466% of that interest on the date of its acquisition. In December 2022, the Company and such holder agreed to settle their differences and entered into an agreement whereby the Company paid $350,000 in exchange for the release of claims made by the holder. The Company also decided to offer a pro-rata settlement with the other CVR holders of approximately $112,000, in the aggregate, of which approximately $85,000 was payable to other related parties. The Company recorded CVR expense in relation to this matter of approximately $462,000 during 2022.

We maintain a bonus plan (the "Bonus Plan") which is intended to compensate the participants, including executive officers, employees, directors and consultants for their past and present contributions to the Company. The bonus pool under the Bonus Plan is comprised of the gross proceeds collected or the fair value of any consideration realized less applicable taxes multiplied by 1.28% of the first $200 million and 6.4% thereafter. The bonus pool is determined substantially the same as Net Proceeds for the CVR. As of September 30, 2023, the total cumulative obligation payable pursuant to the terms of the Bonus Plan from the sale of the Mining Data and collection of the Award was approximately $4.4 million, all of which has been paid to the Bonus Plan participants.

Due to U.S. and Canadian Sanctions and the uncertainty of transferring the remaining amounts due from Venezuela to bank accounts outside of Venezuela, management only considers those funds received by the Company into its North American bank accounts as funds available for purposes of the CVR and Bonus Plan cash distributions.

Following receipt, if any, of additional funds pursuant to the Award and after applicable payments to CVR holders and Bonus Plan participants, we expect to distribute to our shareholders a substantial majority of any remaining amounts, subject to applicable regulatory requirements and retaining sufficient reserves for operating expenses, contractual obligations, accounts payable and income taxes, and any obligations arising as a result of the collection of the remaining amount owed by Venezuela.

Note 3. Cash and Cash Equivalents:

Cash and Cash Equivalents

		September 30,		December 31,
		2023		2022
Bank deposits	$	814,093	$	1,123,095
Short term investments		2,518,745		14,257,394
Total	$	3,332,838	$	15,380,489

The Company’s cash and cash equivalents are predominantly held in U.S. banks and Canadian chartered banks. Short term investments include money market funds, certificates of deposit and U.S. treasury bills which mature in three months or less.

Note 4. Term Deposits:

		September 30,		December 31,
		2023		2022
U.S. Treasury Bills	$	31,688,034	$	27,499,188
Certificates of deposit		3,898,856		–
	$	35,586,890	$	27,499,188

The Company has term deposits which are classified as held to maturity, carried at amortized cost and have original maturities of between 3 and 12 months. Term deposits consist of U.S. treasury bills purchased at a discount and amortized to face value over their respective terms and bank certificates of deposit. In 2023, the Company recorded non-cash interest income of $1,247,542 related to the amortization of discount on U.S. treasury bills and accrued interest on bank certificates of deposit.

Note 5. Marketable Securities:

		September 30,		December 31,
Schedule of Marketable Securities Value		2023		2022
Equity securities
Fair value and carrying value at beginning of period	$	98,053	$	105,218
Increase (decrease) in fair value		716,297		(7,165)
Fair value and carrying value at balance sheet date	$	814,350	$	98,053

Marketable equity securities are classified as trading securities and accounted for at fair value, based on quoted market prices with unrealized gains or losses recorded within “Income (Loss)” in the Consolidated Statements of Operations.

Accounting Standards Codification ("ASC") 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 inputs are quoted prices in active markets for identical assets or liabilities, Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability and Level 3 inputs are unobservable inputs for the asset or liability that reflect the entity's own assumptions. The fair values of the Company's marketable equity securities as at the balance sheet date are based on Level 1 inputs.

Note 6. Property, Plant and Equipment:

Property, Plant and Equipment

				Accumulated
		Cost		Depreciation		Net
September 30, 2023
Furniture and office equipment	$	423,813	$	(381,686)	$	42,127
Transportation equipment		326,788		(319,116)		7,672
Leasehold improvements		29,390		(29,254)		136
Mineral property		350,000		–		350,000
	$	1,129,991	$	(730,056)	$	399,935


				Accumulated
		Cost		Depreciation		Net
December 31, 2022
Machinery and equipment	$	968,750	$	–	$	968,750
Furniture and office equipment		423,813		(357,690)		66,123
Transportation equipment		326,788		(296,053)		30,735
Leasehold improvements		29,390		(28,846)		544
Mineral property		350,000		–		350,000
	$	2,098,741	$	(682,589)	$	1,416,152

Machinery and equipment at December 31, 2022 consisted of a semi-autogenous grinding (SAG) mill shell originally intended for use on the Brisas Project. During the three months ended September 30, 2023, the Company signed an agreement to sell the SAG mill shell and expects the sale will be completed prior to the end of the year. The SAG mill shell will remain classified as assets held for sale until the sale has closed. In conjunction with the sale, during the second quarter of 2023 the Company recorded an impairment charge of approximately $0.2 million to reduce the carrying value of the SAG mill shell to $775,000 which is its estimated fair value less costs to sell. We evaluate our equipment and mineral property to determine whether events or changes in circumstances have occurred that may indicate that the carrying amount may not be recoverable. During the fourth quarter of 2022, the Company had recorded an impairment write-down of $0.6 million.

Note 7. Empresa Mixta Ecosocialista Siembra Minera, S.A.:

In August 2016, we executed the Contract for the Incorporation and Administration of the Mixed Company with the government of Venezuela and in October 2016, together with an affiliate of the government of Venezuela, we incorporated Siembra Minera by subscribing for shares in Siembra Minera for a nominal amount. The primary purpose of this entity is to develop the Siembra Minera Project. Siembra Minera is beneficially owned 55% by Corporacion Venezolana de Mineria, S.A., a Venezuelan government corporation, and 45% by Gold Reserve. Siembra Minera was granted by the government of Venezuela certain gold, copper, silver and other strategic mineral rights (primarily comprised of the historical Brisas and Cristinas areas) contained within Bolivar State comprising the Siembra Minera Project.

In March 2022, the Ministry of Mines of Venezuela (“Ministry”) issued a resolution to revoke the mining rights of Siembra Minera for alleged non-compliance by Siembra Minera with certain Venezuelan mining regulations (the “Resolution”). Siembra Minera filed a reconsideration request in May 2022 which was denied by the Ministry. The Company disagrees with both the substantive and procedural grounds claimed by the Venezuelan government regarding the revocation of mining rights and the reconsideration request. The Company withdrew its appeal of the Resolution with the Venezuelan Supreme Court of Justice and the appeal was terminated in October 2023. The Sanctions, along with other constraints, could adversely impact our ability to finance, develop and operate the Siembra Minera Project or collect or repatriate sums under the Settlement Agreement. The Company directly incurred the costs associated with the Siembra Minera Project which, beginning in 2016 through March 31, 2022, amounted to a total of approximately $22.9 million. During the first nine months of 2023, the Company incurred approximately $0.8 million of certain Venezuelan related costs which, previous to March 31, 2022, were recorded as Siembra Minera Project and related costs. Beginning in the second quarter of 2022, as a result of the Resolution, these costs were recorded in general and administrative expense.

Note 8. 401(k) Plan:

The 401(k) Plan, formerly entitled the KSOP Plan, was originally adopted in 1990 and was most recently restated effective January 1, 2021. The purpose of the 401(k) Plan is to offer retirement benefits to eligible employees of the Company. The 401(k) Plan provides for a salary deferral, a non-elective contribution of 3% of each eligible Participant’s annual compensation and discretionary contributions. Allocation of Class A common shares or cash to participants' accounts, subject to certain limitations, is at the discretion of the Board. Cash contributions for the 2022 plan year were approximately $140,000. As of September 30, 2023, no contributions by the Company had been made for the 2023 plan year.

Note 9. Stock Based Compensation Plans:

Equity Incentive Plan

The Company's equity incentive plan provides for the grant of stock options to purchase up to a maximum of 9,939,500 of the Company’s Class A common shares. As of September 30, 2023, there were 2,361,107 options available for grant. Grants are made for terms of up to ten years with vesting periods as required by the TSX Venture Exchange and as may be determined by the Board or a committee of the Board established pursuant to the equity incentive plan.

Stock option transactions for the nine months ended September 30, 2023 and 2022 are as follows:

	2023		2022
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Options outstanding - beginning of period	7,578,393	$ 2.03	7,218,393	$ 2.08
Options exercised	(1,001)	1.08	-	-
Options outstanding - end of period	7,577,392	$ 2.03	7,218,393	$ 2.08

Options exercisable - end of period	7,577,392	$ 2.03	7,218,393	$ 2.08

The following table relates to stock options at September 30, 2023:

	Outstanding Options				Exercisable Options
Exercise Price	Number	Weighted Average Exercise Price	Aggregate Intrinsic Value	Weighted Average Remaining Contractual Term (Years)	Number	Weighted Average Exercise Price	Aggregate Intrinsic Value	Weighted Average Remaining Contractual Term (Years)
$0.99 - $1.28	358,999	$1.07	$ 514,628	9.09	358,999	$1.07	$ 514,628	9.09
$1.60 - $1.60	2,983,750	$1.60	2,685,375	8.01	2,983,750	$1.60	2,685,375	8.01
$1.61 - $1.93	435,000	$1.77	317,500	6.03	435,000	$1.77	317,500	6.03
$2.39 - $2.39	3,369,643	$2.39	370,661	3.38	3,369,643	$2.39	370,661	3.38
$3.15 - $3.26	430,000	$3.21	0	1.21	430,000	$3.21	0	1.21
$0.99 - $3.26	7,577,392	$2.03	$ 3,888,164	5.50	7,577,392	$2.03	$ 3,888,164	5.50

The Company recorded non-cash compensation during the nine months ended September 30, 2023 and 2022 of $0 and $11,703, respectively upon the vesting of stock options granted in prior periods.

Change of Control Agreements

The Company maintains change of control agreements with certain officers and consultants. A Change of Control is generally defined as one or more of the following: the acquisition by any individual, entity or group, of beneficial ownership of 25 percent of the voting power of the Company’s outstanding Common Shares; a change in the composition of the Board that causes less than a majority of the current directors of the Board to be members of the incoming board; reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company; liquidation or dissolution of the Company; or any other event the Board reasonably determines constitutes a Change of Control. As of September 30, 2023, the amount payable to participants under the change of control agreements, in the event of a Change of Control, was approximately $7.1 million, which has not been recognized herein as no event of a change of control has been triggered as of the date of this report.

Senior Management Employment Agreements

In the fourth quarter of 2021, the Company and certain members of senior management entered into employment agreements as part of a three-year cost reduction program. The plan provides for the reduction of cash compensation and the payment of an incentive bonus upon the achievement of specific objectives related to the development of the Company’s business and prospects in Venezuela within certain time frames. As of September 30, 2023, the estimated maximum amount payable under the plan in the event of the achievement of the specific objectives was approximately $2.8 million. This amount has not been recognized herein and will only be recognized when, in management’s judgment, it is probable the specific objectives will be achieved. The plan also provides for severance payments upon the occurrence of certain events resulting in termination of employment. As of December 31, 2022, the Company had an accrued liability for severance payments of approximately $0.5 million which was paid during the first quarter of 2023.

Subsequent to September 30, 2023, the company’s CEO, who is also a director, announced his retirement as CEO effective as of February 13, 2024. He has a Change of Control agreement and is a participant in the Bonus Plan and incentive bonus program. Upon the effective date of his retirement, he will be entitled to a severance benefit of approximately $0.7 million under the terms of his employment agreement referred to above.

Note 10. Income Tax:

Income tax benefit (expense) for the nine months ended September 30, 2023 and 2022 differs from the amount that would result from applying Canadian tax rates to net loss before taxes. These differences result from the items noted below:

	2023		2022
	Amount	%	Amount	%
Income tax benefit based on Canadian tax rates	$ 835,825	25	$ 1,373,151	25
Decrease due to:
Different tax rates on foreign subsidiaries	(139,013)	(4)	(215,363)	(4)
Non-deductible expenses	(206)	-	(2,016)	-
Derecognition of previously recognized tax benefits	(17,605,113)	(527)	-	-
Change in valuation allowance and other	(696,606)	(21)	(1,155,772)	(21)
Income tax expense	$ (17,605,113)	(527)	$ 0	0

The Company recorded income tax expense of $17,605,113 and nil during the nine months ended September 30, 2023 and 2022. Income tax expense in 2023 was a result of the derecognition of previously recognized tax benefits as outlined below.

The 2017 and 2018 tax filings of the Company’s U.S. subsidiary are under examination by the Internal Revenue Service (IRS). Additionally, Canada Revenue Agency (CRA) is examining the Company’s 2018 and 2019 international transactions. The Company has been advised by the IRS that it will issue Notices of Proposed Adjustment (NOPA) proposing to (i) disallow the worthless stock deductions (related to investments in the Brisas project) taken by the Company’s U.S. subsidiary for the 2017 tax year and (ii) tax income on or related to the Award that may be received by the Company in the future.

ASC 740-10-25 requires that the Company recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The tax benefits of the worthless stock deductions referred to above were previously recorded in the Company’s financial statements on the basis that it was more likely than not that the tax filing position would be sustained. As of each balance sheet date, the Company reassesses the tax position and considers any changes in facts or circumstances that indicate factors underlying the sustainability assertion have changed and whether the amount of the recognized tax benefit is still appropriate.

The Company disagrees with the IRS’s position and currently plans to appeal any NOPAs, if and when they are received. Moreover, the Company intends to pursue the competent authority process if and when appropriate to ensure no double taxation of the Award amounts by Canada and the U.S. However, given the increased uncertainty the IRS’s position has raised and in consideration of the ongoing CRA audit, the Company has determined that it is appropriate to derecognize the tax benefit of the worthless stock deductions. Accordingly, the Company recognized approximately $17.6 million in income tax expense (including interest of $1.6 million), resulting in the reversal of an $8.1 million income tax receivable and the recording of an income tax payable of $9.5 million (including interest of $1.6 million) during the period ended September 30, 2023.

The Company also recorded a valuation allowance to reflect the estimated amount of the deferred tax assets which may not be realized, principally due to the uncertainty of utilization of net operating losses and other carry forwards prior to expiration. The valuation allowance for deferred tax assets may be reduced if our estimate of future taxable income changes.

Determining our tax liabilities requires the interpretation of complex tax regulations and significant judgment by management. There is no assurance that the tax examinations to which we are currently subject will result in favorable outcomes.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, exclusive of interest and penalties, is as follows:


		September 30,		December 31,
		2023		2022

Total amount of gross unrecognized tax benefits at beginning of year	$	-	$	-
Addition based on tax positions related to the current year		-		-
Addition for tax positions of prior years		16,046,894		-
Reductions for tax positions of prior years		-		-
Settlements		-		-
Total amount of gross unrecognized tax benefits at end of period	$	16,046,894	$	-

At September 30, 2023 and December 31, 2022, the amount of unrecognized tax benefits, inclusive of interest that, if recognized, would impact the Company’s effective tax rate were $17,605,113 and nil, respectively. The amount of unrecognized tax benefits does not include any penalties that may be assessed.

The components of the Canadian and U.S. deferred income tax assets and liabilities as of September 30, 2023 and December 31, 2022 were as follows:


		September 30,		December 31,
		2023		2022
Deferred income tax assets
Net operating loss carry forwards	$	40,107,256	$	39,298,070
Property, Plant and Equipment		2,178,315		2,129,038
Other		1,652,503		1,672,940
Total deferred income tax asset		43,938,074		43,100,048
Valuation allowance		(43,778,546)		(43,090,943)
Deferred income tax assets net of valuation allowance	$	159,528	$	9,105
Deferred income tax liabilities
Other		(159,528)		(9,105)
Net deferred income tax asset	$	-	$	-

At September 30, 2023, we had the following U.S. and Canadian tax loss carry forwards stated in U.S. dollars.

	U.S.	Canadian	Expires
$		$ 1,930,795	2026
		3,583,304	2027
		13,657,922	2028
		12,943,713	2029
		15,991,238	2030
		17,906,485	2031
		5,195,430	2032
		7,553,087	2033
		8,751,396	2034
		12,491,972	2035
		14,851,640	2036
		11,200,174	2037
		1,071,826	2038
		2,793,485	2039
		4,152,395	2040
		15,031,186	2041
		3,957,126	2042
		3,084,278	2043
	5,097,110		-
$	5,097,110	$ 156,147,452

Exhibit 99.2

GOLD RESERVE INC.

September 30, 2023

Management’s Discussion and Analysis

U.S. Dollars

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations, dated November 27, 2023 is intended to assist in understanding and assessing the results of operations and financial condition of Gold Reserve Inc. (“Gold Reserve”, the “Company”, “we”, “us” or “our”) and should be read in conjunction with the September 30, 2023 unaudited interim consolidated financial statements and related notes and the December 31, 2022 audited consolidated financial statements of the Company.

CURRENCY

Unless otherwise indicated, all references to "$", "U.S. $" or "U.S. dollars" in this MD&A refer to U.S. dollars and references to "Cdn $" or "Canadian dollars" refer to Canadian dollars. The 9-month average rate of exchange for one Canadian dollar, expressed in U.S. dollars, for the nine months ended September 30, 2023 and 2022 equaled 0.7434 and 0.7794, respectively, and the exchange rate at September 30, 2023 and December 31, 2022 equaled 0.7388 and 0.739, respectively.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

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 provincial and territorial securities laws) (collectively referred to herein as “forward-looking statements”) that may state the Company’s and its management’s intentions, hopes, beliefs, expectations or predictions for the future.

● risks associated with our ability to enforce and collect the September 2014 arbitral award granted in the Company’s favor against the Bolivarian Republic of Venezuela (“Venezuela”) pursuant to the Additional Facility Rules of the International Centre for the Settlement of Investment Disputes (the "Award"). These risks include, in addition to our ability to enforce and collect the Award, incurring the costs of enforcement and collection of the Award and the timing and success of that effort, if Venezuela continues to fail to honor its commitments pursuant to the Settlement Agreement;

● risks associated with sanctions imposed by the U.S. and Canadian governments targeting Venezuela (the "Sanctions") and/or whether we are able to obtain (or get results from) relief from such sanctions, if any, obtained from the U.S. Office of Foreign Asset Control (“OFAC”) or other similar regulatory bodies in Canada or elsewhere:

Sanctions imposed by the U.S. government generally block all property of the government of Venezuela and prohibit directors, management and employees of the Company who are U.S. Persons (as defined by U.S. Sanction statutes) from dealing with the Venezuelan government and/or state-owned/controlled entities, entering into certain transactions or dealing with Specially Designated Nationals ("SDNs") and target corruption in, among other identified sectors, the gold sector of the Venezuelan economy;

Sanctions imposed by the Canadian government include asset freezes and prohibitions on dealings with certain named Venezuelan officials under the Special Economic Measures (Venezuela) Regulations of the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Regulations of the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law);

The Sanctions have adversely impacted our ability to collect the remaining funds owed by Venezuela and interact with Venezuela as to Siembra Minera and the Resolution, which is expected to continue for an indeterminate period of time; and

The Sanctions could adversely impact our ability to finance, develop and operate the Siembra Minera Project (as defined herein), and the Sanctions will continue indefinitely until modified by the U.S. or the Canadian government;

● risks that U.S. and Canadian government agencies that enforce Sanctions may not issue licenses that the Company has requested, or may request in the future, to engage in certain Venezuela-related transactions, including whether and to what extent OFAC grants licenses with respect to any court-ordered sale of PDVH shares, including timing and terms of such licenses;

● risks associated with the continued failure by Venezuela to honor its commitments under the Settlement Agreement (as defined below). As of the date of this report, Venezuela still owes the Company an estimated $1.048 billion (including interest) related to the original settlement obligation of approximately $1.032 billion, which was payable in a series of monthly payments ending on or before June 15, 2019 (as amended, the "Settlement Agreement");

● risks associated with recovering funds and collection efforts (including related costs associated therewith) under our Settlement Agreement with the government of Venezuela or its various proceedings against the government of Venezuela, including:

the potential ability of the Company to obtain funds as a result of the conditional writ of attachment fieri facias granted by the U.S. District Court of Delaware on March 31, 2023 with respect to any court-ordered sale of PDV Holdings, Inc (“PDVH”) shares, whereby the Company may potentially enforce the Award and corresponding November 2015 U.S. judgment by participating in the potential sale of PDVH shares, and the potential ability of the Company to obtain the funds that the Lisbon District Court in Portugal granted a motion to allow the Company to attach and seize;

whether PDVH’s parent company, Petroleos de Venezuela, S.A., or any other party appeals the judgement of the U.S. Court of Appeals for the Third Circuit upholding the U.S. District Court of Delaware’s decision to grant the conditional writs of attachment; and

the Company’s ability to repatriate any such funds, in the event grant of the writ of attachment is ultimately upheld and funds become available, or any funds owed to the Company under the Settlement Arrangement that may become available;

●

risks associated with the timing and ability to contest, reverse or otherwise alter the resolution of the 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 or any adverse outcome of such efforts, the Resolution and/or the ability to take other legal actions including with respect to non-compliance by Venezuela of its obligations under the Settlement Agreement;

●

risks associated with changes in law in Venezuela, including the recent enactment of the Law for Protection of the Assets, Rights, and Interests of the Bolivarian Republic of Venezuela and its Entities Abroad, which negatively impacts the ability of the Company and its personnel to carry on activities in Venezuela, including safety and security of personnel, repatriation of funds and the other factors identified herein;

● even if there is a successful outcome with respect to the Resolution there would be:

risks associated with Venezuela's failure to honor its commitments associated with the formation, financing and operation of the Siembra Minera Project (as described below);

risks associated with the ability of the Company to (i) successfully overcome legal or regulatory obstacles to operate Siembra Minera for the purpose of developing the Siembra Minera Project, (ii) complete any additional definitive documentation and finalize remaining governmental approvals and (iii) obtain financing to fund the capital costs of the Siembra Minera Project;

the risk that the conclusions of management and its qualified consultants contained in the Preliminary Economic Assessment of the Siembra Minera Gold Copper Project in accordance with Canadian National Instrument 43-101- Standards of Disclosure for Mineral Projects may not be realized in the future;

risks associated with exploration, delineation of sufficient reserves, regulatory and permitting obstacles and other risks associated with the development of the Siembra Minera Project;

risks associated with the political and economic instability in Venezuela, including any future government confiscation of assets; and

risks that any future Venezuelan administration or power, de jure or de facto, will fail to respect the agreements entered into by the Company and Venezuela, including past or future actions of any branch of Government challenging the formation of Siembra Minera and Presidential Decree No. 2.248 creating the National Strategic Development Zone Mining Arc of the Orinoco;

●

risks associated with potential tax, accounting or financial impacts, including any potential income tax liabilities in addition to those currently recorded, that may result from the current (or any future) audits of our tax filings by U.S. and Canadian tax authorities;

●

risks associated with activist investor campaigns, including potential costs and distraction of management and the directors’ time and attention related thereto that would otherwise be spent on other matters including contesting the Resolution;

●

risks associated with bonus plan participants claiming Siembra Minera is “proceeds” for purposes of such bonus plan, including costs associated therewith and amounts paid in settlement, if any;

● risks associated with our ability to service outstanding obligations as they come due and access future additional funding, when required, for ongoing liquidity and capital resources, pending the receipt of payments under the Settlement Agreement or collection of the Award in the courts;

● risks associated with our prospects in general for the identification, exploration and development of mining projects and other risks normally incident to the exploration, development and operation of mining properties, including our ability to achieve revenue producing operations in the future;

●

risks that estimates and/or assumptions required to be made by management in the course of preparing our financial statements are determined to be inaccurate, resulting in a negative impact on the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period;

●

risks associated with the ability of the Company to maintain an effective system of internal control over financial reporting and disclosure controls and procedures, which may result in the Company not being able to produce accurate and timely financial statements and other public filings;

● risks associated with shareholder dilution resulting from the future sale of additional equity, if required;

● risks associated with the value realized, if any, from the disposition of the assets related to our previous mining project in Venezuela known as the "Brisas Project";

● risks that changes in the composition of the Board of Directors or other developments may result in a change of control and potentially require change of control payments, estimated at $7.1 million as of September 30, 2023, to be made to certain officers and consultants.

● risks associated with the abilities of and continued participation by certain employees including as related to the pending retirement of the Company’s CEO and the ability of the Company to find a suitable replacement; and

● risks associated with the impact of current or future U.S., Canadian and/or other jurisdiction's tax laws to which we are or may be subject.

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 Report on Form 20-F, including, but limited to, the section entitled “Risk Factors” 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.sedarplus.ca, respectively. Consider these factors carefully in evaluating the forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company, the Company’s management, or other persons acting on the Company’s behalf are expressly qualified in their entirety by this notice. The Company disclaims 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 its disclosure obligations under applicable rules and regulations promulgated by the SEC and applicable Canadian provincial and territorial securities laws. 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.

THE COMPANY

Gold Reserve, an exploration stage company, is engaged in the business of acquiring, exploring and developing mining projects. Given the numerous developments in Venezuela over the years, both as it relates to our historical mining interests and related legal proceedings resulting therefrom, management has recently focused its efforts on pursuing legal claims against Venezuela as described in more detail below.

We were incorporated in 1998 under the laws of the Yukon Territory, Canada and continued to Alberta, Canada in September 2014. We are the successor issuer to Gold Reserve Corporation, which was incorporated in the United States in 1956. We have only one operating segment, the exploration and development of mineral properties. We employed five individuals as of September 30, 2023. Our Class A common shares (the "Class A Shares") are listed for trading on the TSX Venture Exchange (the "TSXV") and quoted on the OTCQX under the symbol GRZ and GDRZF, respectively.

Our registered office is located at the office of Norton Rose Fulbright Canada LLP, 400 3rd Avenue SW, Suite 3700, Calgary, Alberta T2P 4H2, Canada. Telephone and fax numbers for our registered agent are 403.267.8222 and 403.264.5973, respectively. Our administrative office is located at 999 West Riverside Avenue, Suite 401, Spokane, WA 99201, U.S.A. and our telephone and fax numbers are 509.623.1500 and 509.623.1634, respectively. The Company is subject to the informational requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information as a foreign private issuer with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information relating to the Company. The site is located at www.sec.gov. Similar information can also be found on our website at www.goldreserveinc.com. Copies of documents that have been filed with the Canadian securities authorities can be obtained at www.sedarplus.ca. The information found on, or accessible through, our website does not form part of this MD&A.

We have no commercial operations or production at this time. Historically we have financed our operations through the issuance of common shares, other equity securities and debt and from payments made by Venezuela pursuant to the Settlement Agreement (as defined herein). Funds necessary for ongoing corporate activities, or other future investments and/or transactions if any, cannot be determined at this time and are subject to available cash, any future payments under the Settlement Agreement and/or collection of the unpaid Award (as defined herein) in the courts or future financings.

Background

Prior to 2008, the Company’s principal business was the exploration and development of a mining project in Venezuela known as the "Brisas Project." In 2008, the Venezuelan government terminated the Brisas Project without compensation to the Company. In October 2009, the Company initiated a claim (the "Brisas Arbitration") under the Additional Facility Rules of the International Centre for the Settlement of Investment Disputes ("ICSID") to obtain compensation for the losses caused by the actions of Venezuela that terminated the Brisas Project. On September 22, 2014, we were granted the Award totaling $740.3 million.

In July 2016, we signed the Settlement Agreement whereby Venezuela agreed among other things to pay the Company a total of approximately $1.032 billion, which is comprised of $792 million to satisfy the Award (including interest) and $240 million for the purchase of our mining data related to the Brisas Project (the "Mining Data") in a series of payments that were supposed to end on or before June 15, 2019. As agreed, the first $240 million received by Gold Reserve from Venezuela has been recognized as proceeds from the sale of the Mining Data.

As of the date of this MD&A, the Company had received payments of approximately $254 million pursuant to the Settlement Agreement: $240 million for the sale of the Mining Data and $14 million related to the Award. The remaining unpaid amount due from Venezuela pursuant to the Award (now subject to the Delaware Proceedings explained further below) totals an estimated $1.048 billion (including interest). In relation to the unpaid amount due from Venezuela, the Company has not recognized an Award receivable or associated liabilities on its financial statements which would include taxes, bonus plan and contingent value right payments, as management has not yet determined that payment from Venezuela is probable.

Concurrent with the Settlement Agreement, the Company and Venezuela also agreed to pursue the joint development of a project designated as the “Siembra Minera Project” that primarily comprised the former Brisas Project and the adjacent Cristinas project. In August 2016, we executed the Contract for the Incorporation and Administration of the Mixed Company with the government of Venezuela and in October 2016, together with an affiliate of the government of Venezuela, we incorporated the joint venture entity Siembra Minera by subscribing for shares in Siembra Minera for a nominal amount. The stated primary purpose of this entity is to develop the Siembra Minera Project. Siembra Minera is beneficially owned 55% by Corporacion Venezolana de Mineria, S.A., a Venezuelan government corporation, and 45% by Gold Reserve. Siembra Minera was granted by the government of Venezuela certain gold, copper, silver and other strategic mineral rights contained within Bolivar State comprising the Siembra Minera Project.

The terms of the Settlement Agreement also included Venezuela’s obligation to make available to an escrow agent, negotiable financial instruments, with a face value of at least $350 million, partially guaranteeing the payment obligations to the Company as well as the obligation to advance approximately $110 million to Siembra Minera to facilitate the early startup of the pre-operation and construction activities. As of the date of this MD&A, Venezuela has not yet taken steps to provide such collateral or the early funding and it is unclear if and when Venezuela will comply with these particular obligations contained in the Settlement Agreement.

In March 2022, the Venezuelan Ministry of Mines (the “Ministry”) issued a resolution to revoke the mining rights of Siembra Minera. Siembra Minera filed a reconsideration request in May 2022 which was denied by the Ministry (see “Legal Matters”).

Further details regarding the Siembra Minera Project can be found in our Annual Information Form dated April 29, 2022 and our Management’s Discussion and Analysis dated April 29, 2022, each filed as exhibits to our Annual Report on Form 40-F for the fiscal year ended December 31, 2021 with the SEC on April 29, 2022 and on www.sedarplus.ca.

Legal Matters

Recognition and Enforcement of Arbitral Award in the United States (Delaware Proceedings)

Following the ICSID legal proceedings, the Company obtained an order dated November 20, 2015, confirming and entering judgment on the Award in the U.S. District Court for the District of Columbia (the “DDC”). Venezuela's appeal of this order was dismissed pursuant to the terms of the Settlement Agreement. The Company registered its DDC judgment in the Delaware Court and, by order dated March 31, 2023, the Company obtained a conditional writ of attachment fieri facias against the shares of PDV Holding, Inc. (“PDVH”), the indirect parent company of CITGO Petroleum Corp., one of the largest oil refiners in the United States. Petroleos de Venezuela, S.A. (“PDVSA”), the holding company of PDVH, appealed this order on April 10, 2023. On May 1, 2023, OFAC published guidance stating that it will not take enforcement actions against individuals or entities participating in the previously announced sales process for the shares of PDVH (the “Sale Process”) and issued a license to the Clerk of the Court for the Delaware Court authorizing the issuance and service of writs of attachment granted by the court to approved judgment creditors against the shares of PDVH.

On July 7, 2023, the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) issued a judgment affirming the March 31 order of the Delaware Court. On July 27, 2023 the Delaware Court issued a decision on certain issues concerning the Sale Process, including determining the process by which creditors of Venezuela and PDVSA (collectively, the “Creditors”) can be named “Additional Judgment Creditors” and thereby participate in the Sale Process. The Delaware Court held that for a Creditor to be an Additional Judgment Creditor, it must inter alia obtain a conditional or unconditional writ of attachment from the Delaware Court. As indicated above, the Company obtained a conditional writ of attachment from the Delaware Court by the order dated March 31, 2023. The Delaware Court further held that the priority of judgments of Additional Judgment Creditors will be based on the date a Creditor filed a motion for a writ of attachment that was subsequently granted. The Company filed its motion on October 20, 2022. According to public records, there are 10-11 judgments for which writs of attachment have been granted and for which the motions were filed before the Company’s motion. Pursuant to the guidance published by OFAC, a specific license from OFAC will be required before any sale of PDVH shares can be executed. On August 14, 2023, the Company filed an Attached Judgment Statement with the Delaware Court, per the request of the Special Master appointed by the Delaware Court to oversee the Sale Process. The Company’s statement identified, inter alia, the initial amount of the Company’s DDC judgment, the amount by which the judgment has been reduced as a result of the collection efforts by the Company, and the rate at which the Company is accruing post-judgment interest on the DDC judgment. Other creditors seeking to participate in the Sale Process also filed Attachment Judgment Statements containing similar information. According to the information in these Attachment Judgment Statements, the total amount of the above-referenced 10-11 judgments as at August 14, 2023, inclusive of interest, was quantified by the holders of these judgments as approximately $5.564 billion.

Portugal Attachment

By order dated January 13, 2023, the Lisbon District Court granted the motion filed by the Company to issue an order attaching and seizing funds deposited at a Portugal state owned bank up to the amount of approximately EUR 21,368,805. The order is in relation to funds held in a trust account for the benefit of the Company at Bandes Bank, a Venezuelan state-owned development bank. The Company has been unable to access these funds and recorded an impairment charge in 2018 for the approximately U.S. $21.5 million balance in the account. On February 20, 2023, the Lisbon District Court’s attachment order was effective. The Company is now in the process of instituting a "main action" required to execute against the attached funds.

Venezuela Supreme Court of Justice

On November 24, 2022, the Company filed a nullity appeal and requested a precautionary measure of suspension of effects before the Venezuela Political-Administrative Chamber of the Supreme Court of Justice (“APC”) to declare the absolute nullity of the administrative act contained in the resolution issued by the Ministry on May 27, 2022, and notified to Siembra Minera on May 30, 2022, which ratified the resolution issued on March 7, 2022, and notified to Siembra Minera on March 9, 2022, which terminated the mining rights granted to Siembra Minera, and against which Siembra Minera exercised the corresponding Administrative Request for Reconsideration. On February 9, 2023, the APC denied the Company’s precautionary request to suspend the effects of Resolution No. 73. In October 2023, the appeal process with the Supreme Court of Justice was terminated.

U.S. and Canadian Sanctions

The U.S. and Canadian governments have imposed various Sanctions targeting Venezuela. The Sanctions, in aggregate, essentially prevent any dealings with Venezuelan government or state-owned or controlled entities and prohibit directors, management and employees of the Company who are U.S. Persons, persons in Canada or Canadians outside Canada from dealing with certain Venezuelan individuals or entering into certain transactions.

The Sanctions imposed by the U.S. government generally block all property of the government of Venezuela and prohibit directors, management and employees of the Company who are U.S. Persons (as defined by U.S. Sanction statutes) from dealing with the Venezuelan government and/or state-owned/controlled entities, entering into certain transactions or dealing with SDNs and target corruption in, among other identified sectors, the gold sector of the Venezuelan economy.

The Sanctions imposed by the Canadian government include asset freezes and prohibitions on dealings with certain named Venezuelan officials under the Special Economic Measures (Venezuela) Regulations of the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Regulations of the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law).

The cumulative impact of the Sanctions continues to restrict the Company from working with Venezuelan government officials with respect to the Settlement Agreement (defined below) and/or payment of the remaining balance of the Award plus interest and/or pursuing remedies with respect to the Resolution (defined below) by the Venezuelan Ministry of Mines to revoke the mining rights in connection with the Siembra Minera Project and/or finance, develop and operate the Siembra Minera Project. On October 18, 2023, the U.S. government relaxed certain aspects of U.S. sanctions targeting the Venezuelan gold, oil, and gas sectors. These changes do not affect the impact of the Sanctions on the Company.

Exploration Prospect

LMS Gold Project

On March 1, 2016, we completed the acquisition of certain wholly-owned mining claims known as the LMS Gold Project (the “LMS Property”), together with certain personal property for $350,000, pursuant to a Purchase and Sale Agreement with Raven Gold Alaska Inc. (“Raven”), a wholly-owned subsidiary of Corvus Gold Inc. Raven retains Net Smelter Returns (“NSRs”) with respect to (i) “Precious Metals” produced and recovered from the LMS Property equal to 3% of NSRs on such metals (the “Precious Metals Royalty”) and (ii) “Base Metals” produced and recovered from the LMS Property equal to 1% of NSRs on such metals, however we have the option, for a period of 20 years from the date of closing of the acquisition, to buy back a one-third interest (i.e. 1 %) in the Precious Metals Royalty at a price of $4 million. In 2019 Raven assigned the NSRs to Bronco Creek Exploration, Inc. The LMS Property, located in Alaska, remains at an early stage of exploration with limited annual on-site activities being conducted by the Company.

Obligations Due Upon Collection of the Award and Sale of Mining Data

Pursuant to a 2012 restructuring of convertible notes, we issued CVRs that entitle the holders to an aggregate of 5.466% of certain proceeds from Venezuela associated with the collection of the Award and/or sale of Mining Data or an enterprise sale, as such terms are defined in the CVRs (the "Proceeds"), less amounts for certain specified obligations (as defined in the CVR), as well as a bonus plan as described below. As of September 30, 2023, the total cumulative obligation payable pursuant to the terms of the CVR from the sale of the Mining Data and collection of the Award (not taking into account the claim and settlement with the CVR holders, as described below) was approximately $10 million, substantially all of which has been paid to the CVR holders.

A dispute existed between the Company and the holder of the majority of the CVRs, a related party. The holder believed that the Company's 45% interest in Siembra Minera represented "Proceeds" for purposes of the CVRs and as such the CVR holders were entitled to the value of 5.466% of that interest on the date of its acquisition. In December 2022, the Company and such holder agreed to settle their differences and entered into an agreement whereby the Company paid $350,000 in exchange for the release of claims made by the holder. The Company also decided to offer a pro-rata settlement with the other CVR holders of approximately $112,000, in the aggregate, of which approximately $85,000 was payable to other related parties. The Company recorded CVR expense in relation to this matter of approximately $462,000 during 2022.

The Board approved a bonus plan (the "Bonus Plan") in May 2012, which was intended to compensate the participants, including executive officers, employees, directors and consultants for their contributions related to: the development of the Brisas Project; the manner in which the development effort was carried out allowing the Company to present a strong defense of its arbitration claim; the support of the Company's execution of the Brisas Arbitration; and the ongoing efforts to assist with positioning the Company in the collection of the Award, sale of the Mining Data or enterprise sale. The bonus pool under the Bonus Plan is comprised of the gross proceeds collected or the fair value of any consideration realized less applicable taxes multiplied by 1.28% of the first $200 million and 6.4% thereafter. The bonus pool is determined substantially in the same manner as Net Proceeds for the CVR. The Bonus Plan is administered by independent members of the Board of Directors. The bonus pool has been 100% allocated with participant percentages fixed and participants that have retired are fully vested.

Participation in the Bonus Plan by existing participants is fixed, subject to voluntary termination of employment or termination for cause. Participants who reach age 65 and retire are fully vested and continue to participate in future distributions under the Bonus Plan. As of September 30, 2023, the total cumulative obligation payable pursuant to the terms of the Bonus Plan from the sale of the Mining Data and collection of the Award was approximately $4.4 million, all of which has been paid to the Bonus Plan participants.

Intention to Distribute Funds Received in Connection with the Award in the Future

In June 2019, the Company completed a distribution of approximately $76 million or $0.76 per share to holders of Class A Shares as a return of capital (the "Return of Capital"). The Return of Capital was completed pursuant to a plan of arrangement under the Business Corporations Act (Alberta) which required approval by the Alberta Court of Queen's Bench (the "Court") and at least two-thirds of the votes cast by shareholders of the Company ("Shareholders") in respect of a special resolution.

Following the receipt, if any, of additional funds associated with the Settlement Agreement and/or Award and after applicable payments of obligations related to the CVR and Bonus Plan, we expect to distribute to our Shareholders a substantial majority of any remaining proceeds, subject to applicable regulatory requirements and retaining sufficient reserves for operating expenses, contractual obligations, accounts payable and income taxes, and any obligations arising as a result of the future collection of the remaining amounts owed by Venezuela.

Financial Overview

Our overall financial position is influenced by the proceeds previously received pursuant to the Settlement Agreement, related payment obligations, results of operations and the 2019 Return of Capital to Shareholders. Recent operating results and our overall financial position and liquidity are primarily impacted by expenses resulting from legal enforcement activities associated with the Award, costs associated with maintaining our legal and regulatory obligations in good standing, income tax audits as more fully described below and other corporate general and administrative expenses.

As discussed elsewhere in this MD&A, the Sanctions limit our enforcement efforts and adversely impact our ability to collect the remaining amounts due under the Settlement Agreement and/or Award. Even if there is a successful outcome with respect to the Resolution to revoke the mining rights of Siembra Minera, the Sanctions could adversely impact our ability to finance, develop and operate the Siembra Minera Project.

Historically we have financed our operations through the issuance of common stock, other equity securities and debt and proceeds from payments under the Settlement Agreement. The timing of any future investments or transactions if any, and the amounts that may be required cannot be determined at this time and are subject to available cash, the continued collection, if any, of the proceeds associated with the collection of the Award and/or future financings, if any. We may need to rely on additional capital raises in the future. We have only one operating segment, the exploration and development of mineral properties.

Our longer-term funding requirements may be adversely impacted by the timing of the collection of the amounts due pursuant to the Settlement Agreement and/or Award, financial market conditions, industry conditions, regulatory approvals or other unknown or unpredictable conditions and, as a result, there can be no assurance that additional funding will be available or, if available, offered on acceptable terms.

Income Tax Audits

The Company disagrees with the IRS’s position and currently plans to appeal any NOPAs, if and when they are received. Moreover, the Company intends to pursue the competent authority process if and when appropriate to ensure no double taxation of the Award amounts by Canada and the U.S. However, given the increased uncertainty the IRS’s position has raised and in consideration of the ongoing CRA audit, the Company has determined that it is appropriate to derecognize the tax benefit of the worthless stock deductions. Accordingly, the Company recognized approximately $17.6 million in income tax expense, resulting in the reversal of an $8.1 million income tax receivable and the recording of an income tax payable of $9.5 million (including interest of $1.6 million) during the period ended September 30, 2023.

Liquidity and Capital Resources

At September 30, 2023, we had cash and cash equivalents of approximately $3.3 million which represents a decrease from December 31, 2022 of approximately $12.0 million. The net decrease was primarily due to a $6.8 million net investment in term deposits with original maturities of between 3 and 12 months. Additionally, cash decreased as a result of cash used in operations as more fully described in the “Operating Activities” section below.

		2023		Change		2022
Cash and cash equivalents	$	3,332,838	$	(12,047,651)	$	15,380,489

As of September 30, 2023, we had financial resources including cash, cash equivalents, term deposits and marketable securities totaling approximately $39.7 million (predominantly held in U.S. and Canadian banks and financial institutions). The Company also has machinery and equipment (classified as “assets held for sale” on the September 30, 2023 interim balance sheet) with a carrying value of approximately $0.8 million (See Note 6 to the consolidated financial statements). In terms of financial obligations, the Company has short-term financial obligations consisting of income tax payable, accounts payable and accrued expenses of approximately $10.8 million.

We have no revenue producing operations at this time. Our future working capital position is dependent upon the collection of amounts due pursuant to the Award. We believe that we have sufficient working capital to carry on our activities for the next 12 to 24 months. However, the annulment of the Resolution, the removal of Sanctions, an increase in legal expenses related to enforcement and collection of our Award, among other things, could result in increased activities and a higher cash burn-rate requiring us to seek additional sources of funding to ensure our ability to continue our business in the normal course. We may need to rely on additional capital raises in the future.

Operating Activities

Cash flow used in operating activities for the nine months ended September 30, 2023 and 2022 was approximately $5.2 million and $4.2 million, respectively. Cash flow used in operating activities consists of net loss adjusted for unrealized gains and losses on marketable securities, non-cash interest income, non-cash expense items primarily related to a write-down of assets held for sale, stock option compensation and depreciation and certain non-cash changes in working capital.

Cash flows used in operating activities during the nine months ended September 30, 2023 increased from the prior comparable period primarily due to payments of severance and contingent value rights made in the first half of 2023 and the receipt of an income tax refund in the second quarter of 2022.

Investing Activities

Cash flows used in investing activities increased during the nine months ended September 30, 2023 due to the net purchase of term deposits. The Company did not have cash flows from investing activities during the nine months ended September 30, 2022.

Financing Activities

Cash flows provided by financing activities increased during the nine months ended September 30, 2023 due to the exercise of stock options. The Company did not have cash flows from financing activities during the nine months ended September 30, 2022.

Contractual Obligations

As described above and in Note 2 to the consolidated financial statements, the Company is obligated to make payments under the Bonus Plan and CVR agreements based on the after-tax amounts received from Venezuela under the Settlement Agreement and/or Award.

The Company maintains change of control agreements with certain officers and employees as described in Note 9 to the consolidated financial statements. As of September 30, 2023, the amount payable to participants under the change of control agreements, in the event of a Change of Control, was approximately $7.1 million.

During the fourth quarter of 2021, the Company implemented a three-year cost reduction program which included a reduction in senior management compensation coupled with an incentive bonus plan. The plan provides for the payment of a bonus upon the achievement of specific objectives related to the development of the Company’s business and prospects in Venezuela within certain time frames. As of September 30, 2023, the estimated maximum amount payable under the plan in the event of the achievement of the specific objectives was approximately $2.8 million. This amount has not been recognized herein and will only be recognized when, in management’s judgment, it is probable the specific objectives will be achieved. The plan also provides for severance payments, upon the occurrence of certain events, related to termination of employment. The Company has contractual obligation payments under a consulting agreement with a senior executive who retired in 2022 which amount to$150,000 in 2023, $112,500 in 2024 and $90,000 in 2025.

Financial Assistance

In June 2023 the Company’s representative in Venezuela, Jose Ignacio Moreno Suarez, who is also a shareholder of the Company, was detained by the Venezuela Directorate of Military Counter-Intelligence and Mr. Moreno Suarez was subsequently charged with various criminal offences that the Company believes to be political in nature. To date, the Company has paid approximately $101,000 to the law firm representing Mr. Suarez for legal expenses related to his detention and paid Mr. Suarez approximately $42,000 as an advance under his consulting agreement. Such payments are not anticipated to be repaid. These payments and any similar payments made in the future may be considered to constitute “financial assistance” for the purposes of the Business Corporations Act (Alberta).

Results of Operations

Summary Results of Operations

Consolidated net loss for the three and nine months ended September 30, 2023 was approximately $18.5 million and $20.9 million, respectively, compared to consolidated net loss of $1.7 million and $5.5 million during the comparable periods in 2022.

		Three Months			Nine Months
	2023	2022	Change	2023	2022	Change
Income	$840,718	$60,039	$780,679	$2,113,531	$144,169	$1,969,362
Expenses	(1,686,181)	(1,763,395)	77,214	(5,456,830)	(5,636,771)	179,941
Net loss before tax	$(845,463)	$(1,703,356)	$857,893	$(3,343,299)	$(5,492,602)	$2,149,303
Income tax expense	(17,605,113)	-	(17,605,113)	(17,605,113)	-	(17,605,113)
Net loss for the period	$(18,450,576)	$(1,703,356)	$(16,747,220)	$(20,948,412)	$(5,492,602)	$(15,455,810)

Income (loss)		Three Months			Nine Months
	2023	2022	Change	2023	2022	Change
Interest income	$484,839	$176,784	$308,055	$1,414,042	$251,964	$1,162,078

Gain (loss) on marketable

equity securities

377,213

(46,608)

423,821

716,297

8,215

708,082

Foreign currency

loss

(21,334)

(70,137)

48,803

(16,808)

(116,010)

99,202

$840,718

$60,039

$780,679

$2,113,531

$144,169

$1,969,362

As the Company has no commercial production or source of operating cash flow at this time, income is often variable from period to period. For the three and nine months ended September 30, 2023, income increased over the prior year comparable periods as a result of an increase in interest income due to an increase in interest rates, an increase in unrealized gains on marketable equity securities and a decrease in foreign currency loss.

Expenses

		Three Months			Nine Months
	2023	2022	Change	2023	2022	Change
Corporate general and administrative	$926,620	$1,060,499	$(133,879)	$2,958,793	$3,719,858	$(761,065)
Siembra Minera Project and related costs	-	-	-	-	223,237	(223,237)
Exploration costs	36,503	6,908	29,595	54,685	23,296	31,389
Write-down of assets held for sale	-	-	-	193,750	-	193,750
Legal and accounting	515,846	535,327	(19,481)	1,226,617	1,383,804	(157,187)
Enforcement of Arbitral Award	166,779	90,463	76,316	900,611	140,877	759,734
Equipment holding costs	40,433	70,198	(29,765)	122,374	145,699	(23,325)
Total expenses	$1,686,181	$1,763,395	$(77,214)	$5,456,830	$5,636,771	$(179,941)

Corporate general and administrative expense during the nine months ended September 30, 2023 decreased from the prior comparable period primarily due to decreases in severance expense and compensation costs partially offset by the allocation of costs previously classified as Siembra Minera Project and related costs. In the first nine months of 2023, the costs previously classified as Siembra Minera Project and related costs included $0.8 million of certain Venezuelan related costs including financial assistance to the Company’s legal representative, Jose Ignacio Moreno Suarez, as disclosed above, administrative and security related costs, other legal expenses and costs associated with consultants, some of which are expected to continue as they may be relevant to the Company’s future activities with respect to the Resolution, other legal support activities and/or the Settlement Agreement. Siembra Minera Project costs decreased as a result of the March 2022 Venezuelan Ministry of Mine’s issuance of the Resolution to revoke the mining rights of Siembra Minera and the subsequent allocation of certain costs previously associated with the Siembra Minera project to corporate general and administrative expense. The 2023 write-down of assets held for sale relates to the Company’s SAG mill shell. The Company recorded an impairment charge of approximately $0.2 million to reduce the carrying value of its SAG mill shell to $775,000 which is its estimated fair value less costs to sell. In September 2023, the Company signed an agreement to sell the SAG mill shell and expects the sale will be completed prior to the end of the year. Legal and accounting expenses decreased primarily as a result of a decrease in professional fees associated with the Resolution to revoke the Siembra Minera mining rights, tax compliance and other corporate matters. Settlement Agreement enforcement expense increased due to legal and other costs associated with enforcement and collection of the Award including costs of the legal proceedings in Delaware and Portugal. Overall, total expense (exclusive of income tax expense) for the nine months ended September 30, 2023 decreased $0.2 million from the comparable period in 2022. In the third quarter of 2023, the Company recorded income tax expense of $17.6 million related to the derecognition of a previously recognized tax benefit, as more fully described in the ‘Income Tax Audits” section above.

Summary of Quarterly Results (1)

Quarter ended	9/30/23	6/30/23	3/31/23	12/31/22	9/30/22	6/30/22	3/31/22	12/31/21
Income (loss)	$840,718	$784,856	$487,957	$322,504	$60,039	$40,754	$43,376	$(76,489)
Net loss
before tax	(845,463)	(1,403,770)	(1,094,066)	(3,103,914)	(1,703,356)	(2,243,859)	(1,545,387)	(4,933,399)
Per share	(0.01)	(0.01)	(0.01)	(0.03)	(0.02)	(0.02)	(0.02)	(0.05)
Fully diluted	(0.01)	(0.01)	(0.01)	(0.03)	(0.02)	(0.02)	(0.02)	(0.05)
Net loss	(18,450,576)	(1,403,770)	(1,094,066)	(3,103,914)	(1,703,356)	(2,243,859)	(1,545,387)	(4,933,399)
Per share	(0.19)	(0.01)	(0.01)	(0.03)	(0.02)	(0.02)	(0.02)	(0.05)
Fully diluted	(0.19)	(0.01)	(0.01)	(0.03)	(0.02)	(0.02)	(0.02)	(0.05)

(1)

The information shown above is derived from our unaudited consolidated financial statements that have been prepared in accordance with U.S. generally accepted accounting principles.

In the third quarter of 2023, income increased due to increases in interest income and unrealized gains on marketable equity securities partially offset by foreign currency loss. In the second quarter of 2023, income increased primarily due to an increase in unrealized gains on marketable equity securities. In the first quarter of 2023, income increased due to increased interest income as a result of an increase in interest rates. In the fourth quarter of 2022, income increased primarily due to increased interest income as a result of an increase in interest rates. In the third quarter of 2022, income increased primarily due to increased interest income as a result of an increase in interest rates, partially offset by a decrease in gain on marketable equity securities. In the second quarter of 2022, income decreased as a result of fluctuations in currency exchange rates resulting in foreign currency losses in the second quarter of 2022 compared to foreign currency gains in the first quarter of 2022. The decrease in income was partially offset by an increase in interest as a result of higher interest rates. In the first quarter of 2022, income increased primarily as a result of unrealized gains on marketable equity securities. In the fourth quarter of 2021, income decreased as a result of unrealized losses on marketable equity securities, foreign currency loss and losses on disposition of property, plant and equipment.

In the third quarter of 2023, net loss increased primarily due to income tax expense, partially offset by a decrease in costs of enforcement of the Award and an increase in income as described above. In the second quarter of 2023, net loss increased due to legal and other costs associated with enforcement of the Award and a write-down of assets held for sale, partially offset by an increase in gains on marketable equity securities. In the first quarter of 2023, net loss decreased primarily due to increased interest income as a result of an increase in interest rates. In the fourth quarter of 2022, net loss increased primarily due to an increase in contingent value rights expense, write-down of property, plant and equipment and Settlement Agreement enforcement expense. In the third quarter of 2022, net loss decreased primarily due to a decrease in severance expense. In the second quarter of 2022, net loss increased primarily as a result of severance expense and legal and other costs related to the revocation, reinstatement efforts and potential damages claims associated with the Siembra Minera mining rights. In the first quarter of 2022, net loss decreased as a result of a reduction in compensation expense including non-cash stock option expense. In the fourth quarter of 2021, net loss increased primarily as a result of an increase in non-cash stock option compensation expense and a loss on impairment of cash in a bank account.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources.

Exhibit 99.3 Chief Executive Officer’s Certification of Interim Filings

Form 52-109F2

Certification of interim filings – full certificate

I, Rockne J. Timm, Chief Executive Officer of Gold Reserve Inc., certify the following:

I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Gold Reserve Inc. (the “issuer”) for the interim period ended September 30, 2023.
Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework.

5.2

N/A

5.3

N/A

The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 27, 2023

/s/Rockne J. Timm

Rockne J. Timm

Chief Executive Officer

Exhibit 99.4 Chief Financial Officer’s Certification of Interim Filings

Form 52-109F2

Certification of interim filings – full certificate

I, David P. Onzay, Chief Financial Officer of Gold Reserve Inc., certify the following:

I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Gold Reserve Inc. (the “issuer”) for the interim period ended September 30, 2023.
Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework.

5.2

N/A

5.3

N/A

The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 27, 2023

/s/David P. Onzay

David P. Onzay

Chief Financial Officer

Cover	9 Months Ended
Cover	Sep. 30, 2023
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity Registrant Name	GOLD RESERVE INC.
Entity Central Index Key	0001072725

Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents (Note 3)	$ 3,332,838	$ 15,380,489
Term deposits (Note 4)	35,586,890	27,499,188
Marketable equity securities (Note 5)	814,350	98,053
Assets held for sale (Note 6)	775,000
Income tax receivable (Note 10)		8,091,104
Prepaid expense and other	506,253	458,939
Total current assets	41,015,331	51,527,773
Property, plant and equipment, net (Note 6)	399,935	1,416,152
Total assets	41,415,266	52,943,925
Current Liabilities:
Accounts payable and accrued expenses (Note 2)	1,256,004	647,283
Income tax payable (Note 10)	9,514,009
Severance accrual (Note 9)		531,981
Contingent value rights (Note 2)		172,077
Total current liabilities	10,770,013	1,351,341
Total liabilities	10,770,013	$ 1,351,341
SHAREHOLDERS' EQUITY
Preferred Stock, Shares Issued		0
Contributed surplus	20,625,372	$ 20,625,372
Stock options (Note 9)	23,560,891	23,561,301
Accumulated deficit	(316,222,183)	(295,273,771)
Total shareholders' equity	30,645,253	51,592,584
Total liabilities and shareholders' equity	$ 41,415,266	$ 52,943,925

Consolidated Balance Sheets (Parenthetical) - shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, Shares, Issued	99,548,711	99,547,710

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
INCOME (LOSS)
Interest income	$ 484,839	$ 176,784	$ 1,414,042	$ 251,964
Unrealized gain (loss) on equity securities (Note 5)	377,213	(46,608)	716,297	8,215
Foreign currency loss	(21,334)	(70,137)	(16,808)	(116,010)
EXPENSES
Corporate general and administrative (Notes 2 and 9)	926,620	1,060,499	2,958,793	3,719,858
Siembra Minera Project and related costs (Note 7)				223,237
Exploration costs	36,503	6,908	54,685	23,296
Write-down of assets held for sale (Note 6)			193,750
Legal and accounting	515,846	535,327	1,226,617	1,383,804
Enforcement of Arbitral Award (Note 2)	166,779	90,463	900,611	140,877
Equipment holding costs	40,433	70,198	122,374	145,699
Net loss before income tax for the period	(845,463)	(1,703,356)	(3,343,299)	(5,492,602)
Income tax expense (Note 10)	(17,605,113)		(17,605,113)
Net loss and comprehensive loss for the period	(18,450,576)	(1,703,356)	(20,948,412)	(5,492,602)
Net loss per share, basic and diluted	$ (0.19)	$ (0.02)	$ (0.21)	$ (0.06)
Weighted average common shares outstanding, basic and diluted	99,548,178	99,547,710	99,547,868	99,547,710

Consolidated Statements of Changes in Shareholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Deferred Compensation, Share-Based Payments [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 302,679,682	$ 20,625,372	$ 23,402,083	$ (286,677,255)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021	99,547,710
Net loss for the period				(5,492,602)	$ (5,492,602)
Stock option compensation (Note 9)			11,703		11,703
Ending balance, value at Sep. 30, 2022	$ 302,679,682	20,625,372	23,413,786	(292,169,857)
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022	99,547,710
Beginning balance, value at Jun. 30, 2022	$ 302,679,682	20,625,372	23,409,987	(290,466,501)
Common Stock, Shares, Outstanding, Beginning Balance at Jun. 30, 2022	99,547,710
Net loss for the period				(1,703,356)	(1,703,356)
Stock option compensation (Note 9)			3,799		3,799
Ending balance, value at Sep. 30, 2022	$ 302,679,682	20,625,372	23,413,786	(292,169,857)
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022	99,547,710
Beginning balance, value at Dec. 31, 2022	$ 302,679,682	20,625,372	23,561,301	(295,273,771)	51,592,584
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022	99,547,710
Net loss for the period				(20,948,412)	$ (20,948,412)
Share issuance	1,491		(410)
Stock Issued During Period, Shares, New Issues					1,001
Stock option compensation (Note 9)
Ending balance, value at Sep. 30, 2023	$ 302,681,173	20,625,372	23,560,891	(316,222,183)	30,645,253
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2023	99,548,711
Beginning balance, value at Jun. 30, 2023	$ 302,679,682	20,625,372	23,561,301	(297,771,607)
Common Stock, Shares, Outstanding, Beginning Balance at Jun. 30, 2023	99,547,710
Net loss for the period				(18,450,576)	$ (18,450,576)
Share issuance	1,491		(410)
Stock Issued During Period, Shares, New Issues					1,001
Stock option compensation (Note 9)
Ending balance, value at Sep. 30, 2023	$ 302,681,173	$ 20,625,372	$ 23,560,891	$ (316,222,183)	$ 30,645,253
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2023	99,548,711

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		9 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss for the period	$ (18,450,576)	$ (1,703,356)	$ (20,948,412)	$ (5,492,602)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option compensation		3,799		11,703
Depreciation	15,620	25,679	47,467	78,965
Write-down of assets held for sale			193,750
Unrealized (gain) loss on marketable equity securities	(377,213)	46,608	(716,297)	(8,215)
Amortized interest on term deposits	(465,769)		(1,247,542)
Decrease in income tax receivable related to change in uncertain tax position	8,091,104		8,091,104
Changes in non-cash working capital:
Decrease in income tax receivable				591,735
Increase in income tax payable	9,514,009		9,514,009
Decrease in severance accrual			(531,981)
Decrease in contingent value rights accrual	(60,383)		(172,077)
Net decrease (increase) in prepaid expense and other	277,889	368,230	(47,314)	(232,512)
Net increase in payables and accrued expenses	256,784	153,889	608,721	828,146
Net cash used in operating activities	(1,198,535)	(1,105,151)	(5,208,572)	(4,222,780)
Cash Flows from Investing Activities:
Purchase of term deposits	(8,324,085)		(38,777,098)
Proceeds from maturity of term deposits	11,536,938		31,936,938
Net cash provided by (used in) investing activities	3,212,853		(6,840,160)
Cash Flows from Financing Activities:
Proceeds from the exercise of stock options	1,081		1,081
Net cash provided by financing activities	1,081		1,081
Change in Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents	2,015,399	(1,105,151)	(12,047,651)	(4,222,780)
Cash and cash equivalents - beginning of period	1,317,439	46,000,001	15,380,489	49,117,630
Cash and cash equivalents - end of period	$ 3,332,838	$ 44,894,850	$ 3,332,838	$ 44,894,850

The Company and Significant Accounting Policies:

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

The Company and Significant Accounting Policies:

Note 1. The Company and Significant Accounting Policies:

Marketable Equity Securities. The Company's marketable equity securities are reported at fair value with changes in fair value included in the statement of operations.

Enforcement of Arbitral Award

9 Months Ended

Sep. 30, 2023

Enforcement Of Arbitral Award

Enforcement of Arbitral Award

Note 2. Enforcement of Arbitral Award:

Cash and Cash Equivalents:

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents:

Note 3. Cash and Cash Equivalents:

Cash and Cash Equivalents

		September 30,		December 31,
		2023		2022
Bank deposits	$	814,093	$	1,123,095
Short term investments		2,518,745		14,257,394
Total	$	3,332,838	$	15,380,489

Term Deposits: - USD ($)

9 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Term Deposits

Term Deposits:

Note 4. Term Deposits:

		September 30,		December 31,
		2023		2022
U.S. Treasury Bills	$	31,688,034	$	27,499,188
Certificates of deposit		3,898,856		–
	$	35,586,890	$	27,499,188

U.S. Treasury Bills

$ 31,688,034

$ 27,499,188

Certificates of deposit

$ 3,898,856

Marketable Securities:

9 Months Ended

Sep. 30, 2023

Investments, All Other Investments [Abstract]

Marketable Securities:

Note 5. Marketable Securities:

		September 30,		December 31,
Schedule of Marketable Securities Value		2023		2022
Equity securities
Fair value and carrying value at beginning of period	$	98,053	$	105,218
Increase (decrease) in fair value		716,297		(7,165)
Fair value and carrying value at balance sheet date	$	814,350	$	98,053

Property, Plant and Equipment:

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment:

Note 6. Property, Plant and Equipment:

Property, Plant and Equipment

				Accumulated
		Cost		Depreciation		Net
September 30, 2023
Furniture and office equipment	$	423,813	$	(381,686)	$	42,127
Transportation equipment		326,788		(319,116)		7,672
Leasehold improvements		29,390		(29,254)		136
Mineral property		350,000		–		350,000
	$	1,129,991	$	(730,056)	$	399,935


				Accumulated
		Cost		Depreciation		Net
December 31, 2022
Machinery and equipment	$	968,750	$	–	$	968,750
Furniture and office equipment		423,813		(357,690)		66,123
Transportation equipment		326,788		(296,053)		30,735
Leasehold improvements		29,390		(28,846)		544
Mineral property		350,000		–		350,000
	$	2,098,741	$	(682,589)	$	1,416,152

Empresa Mixta Ecosocialista Siembra Minera, S.A.:

9 Months Ended

Sep. 30, 2023

Empresa Mixta Ecosocialista Siembra Minera S.a.

Empresa Mixta Ecosocialista Siembra Minera, S.A.:

Note 7. Empresa Mixta Ecosocialista Siembra Minera, S.A.:

401(k) Plan:

9 Months Ended

Sep. 30, 2023

K Plan

401(k) Plan:

Note 8. 401(k) Plan:

Stock Based Compensation Plans:

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation Plans:

Note 9. Stock Based Compensation Plans:

Equity Incentive Plan

Stock option transactions for the nine months ended September 30, 2023 and 2022 are as follows:

	2023		2022
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Options outstanding - beginning of period	7,578,393	$ 2.03	7,218,393	$ 2.08
Options exercised	(1,001)	1.08	-	-
Options outstanding - end of period	7,577,392	$ 2.03	7,218,393	$ 2.08

Options exercisable - end of period	7,577,392	$ 2.03	7,218,393	$ 2.08

The following table relates to stock options at September 30, 2023:

	Outstanding Options				Exercisable Options
Exercise Price	Number	Weighted Average Exercise Price	Aggregate Intrinsic Value	Weighted Average Remaining Contractual Term (Years)	Number	Weighted Average Exercise Price	Aggregate Intrinsic Value	Weighted Average Remaining Contractual Term (Years)
$0.99 - $1.28	358,999	$1.07	$ 514,628	9.09	358,999	$1.07	$ 514,628	9.09
$1.60 - $1.60	2,983,750	$1.60	2,685,375	8.01	2,983,750	$1.60	2,685,375	8.01
$1.61 - $1.93	435,000	$1.77	317,500	6.03	435,000	$1.77	317,500	6.03
$2.39 - $2.39	3,369,643	$2.39	370,661	3.38	3,369,643	$2.39	370,661	3.38
$3.15 - $3.26	430,000	$3.21	0	1.21	430,000	$3.21	0	1.21
$0.99 - $3.26	7,577,392	$2.03	$ 3,888,164	5.50	7,577,392	$2.03	$ 3,888,164	5.50

The Company recorded non-cash compensation during the nine months ended September 30, 2023 and 2022 of $0 and $11,703, respectively upon the vesting of stock options granted in prior periods.

Change of Control Agreements

Senior Management Employment Agreements

Income Tax:

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Tax:

Note 10. Income Tax:

	2023		2022
	Amount	%	Amount	%
Income tax benefit based on Canadian tax rates	$ 835,825	25	$ 1,373,151	25
Decrease due to:
Different tax rates on foreign subsidiaries	(139,013)	(4)	(215,363)	(4)
Non-deductible expenses	(206)	-	(2,016)	-
Derecognition of previously recognized tax benefits	(17,605,113)	(527)	-	-
Change in valuation allowance and other	(696,606)	(21)	(1,155,772)	(21)
Income tax expense	$ (17,605,113)	(527)	$ 0	0

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, exclusive of interest and penalties, is as follows:


		September 30,		December 31,
		2023		2022

Total amount of gross unrecognized tax benefits at beginning of year	$	-	$	-
Addition based on tax positions related to the current year		-		-
Addition for tax positions of prior years		16,046,894		-
Reductions for tax positions of prior years		-		-
Settlements		-		-
Total amount of gross unrecognized tax benefits at end of period	$	16,046,894	$	-

The components of the Canadian and U.S. deferred income tax assets and liabilities as of September 30, 2023 and December 31, 2022 were as follows:


		September 30,		December 31,
		2023		2022
Deferred income tax assets
Net operating loss carry forwards	$	40,107,256	$	39,298,070
Property, Plant and Equipment		2,178,315		2,129,038
Other		1,652,503		1,672,940
Total deferred income tax asset		43,938,074		43,100,048
Valuation allowance		(43,778,546)		(43,090,943)
Deferred income tax assets net of valuation allowance	$	159,528	$	9,105
Deferred income tax liabilities
Other		(159,528)		(9,105)
Net deferred income tax asset	$	-	$	-

At September 30, 2023, we had the following U.S. and Canadian tax loss carry forwards stated in U.S. dollars.

	U.S.	Canadian	Expires
$		$ 1,930,795	2026
		3,583,304	2027
		13,657,922	2028
		12,943,713	2029
		15,991,238	2030
		17,906,485	2031
		5,195,430	2032
		7,553,087	2033
		8,751,396	2034
		12,491,972	2035
		14,851,640	2036
		11,200,174	2037
		1,071,826	2038
		2,793,485	2039
		4,152,395	2040
		15,031,186	2041
		3,957,126	2042
		3,084,278	2043
	5,097,110		-
$	5,097,110	$ 156,147,452

The Company and Significant Accounting Policies: (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	*Basis of Presentation and Principles of Consolidation*. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The statements include the accounts of the Company, Gold Reserve Corporation and three Barbadian subsidiaries one of which was formed to hold our equity interest in Empresa Mixta Ecosocialista Siembra Minera, S.A. (“Siembra Minera”) which is beneficially owned 55% by a Venezuelan state-owned entity and 45% by Gold Reserve. Our investment in Siembra Minera is accounted for as an equity investment. All subsidiaries are wholly owned. All intercompany accounts and transactions have been eliminated on consolidation. Our policy is to consolidate those subsidiaries where control exists. We have only one operating segment, the exploration and development of mineral properties.
Cash and Cash Equivalents	*Cash and Cash Equivalents*. We consider short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents for purposes of reporting cash equivalents and cash flows. The cost of these investments approximates fair value. We manage the exposure of our cash and cash equivalents to credit risk by diversifying our cash holdings (See Note 3).
Exploration and Development Costs	*Exploration and Development Costs*. Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized development costs under property, plant and equipment. Mineral property acquisition costs are capitalized and holding costs of such properties are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Mineral properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values.
Property, Plant and Equipment	*Property, Plant and Equipment.* Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, except for equipment not yet placed into use. Replacement costs and major improvements are capitalized. Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets retired or sold are removed from the accounts and any resulting gain or loss is reflected in operations. Furniture, office equipment and leasehold improvements are depreciated using the straight-line method over five to ten years.
Assets Held for Sale	*Assets Held for Sale.* Long-Lived assets are classified as held for sale in the period in which certain criteria are met. Assets held for sale are measured at the lower of carrying amount or fair value less cost to sell and are not depreciated as long as they remain classified as held for sale.
Impairment of Long-Lived Assets	*Impairment of Long-Lived Assets.* We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected future net cash flows to be generated from the use or eventual disposition of a long-lived asset (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on a determination of the asset's fair value. Fair value is generally determined by discounting estimated cash flows based on market participant expectations of those future cash flows, or applying a market approach that uses market prices and other relevant information generated by market transactions involving comparable assets.
Foreign Currency	*Foreign Currency.* The U.S. dollar is our (and our foreign subsidiaries') functional currency. Monetary assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historical rates and revenue and expense items are translated at average exchange rates during the reporting period, except for depreciation which is translated at historical rates. Translation gains and losses are included in the statement of operations.
Stock Based Compensation	*Stock Based Compensation*. We maintain an equity incentive plan which provides for the grant of stock options to purchase Class A common shares. We use the fair value method of accounting for stock options. The fair value of options granted to employees is computed using the Black-Scholes method as described in Note 9 and is expensed over the vesting period of the option. For non-employees, the fair value of stock-based compensation is recorded as an expense over the vesting period or upon completion of performance. Consideration paid for shares on exercise of stock options, in addition to the fair value attributable to stock options granted, is credited to capital stock. Stock options granted under the plan become fully vested and exercisable upon a change of control.
Income Taxes	*Income Taxes*. We use the liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and those amounts reported in the financial statements. The deferred tax assets or liabilities are calculated using the enacted tax rates expected to apply in the periods in which the differences are expected to be settled. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.
Uncertain Tax Positions	*Uncertain Tax Positions*. We record uncertain tax positions based on a two-step process that separates recognition from measurement. The first step is determining whether a tax position has met the recognition threshold which requires that the Company determine if it is more likely than not that it will sustain the tax benefit taken or expected to be taken in the event of a dispute with taxing authorities. The second step, for those positions meeting the “more likely than not” threshold, is to recognize the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement with taxing authorities. Management periodically evaluates positions taken in tax returns in situations in which applicable tax regulation is subject to interpretation. The Company establishes provisions where appropriate on the basis of amounts expected to be received from or paid to tax authorities.
Use of Estimates	*Use of Estimates*. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Net Income (Loss) Per Share	*Net Income (Loss) Per Share*. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Class A common shares outstanding during each period. Diluted net income per share reflects the potentially dilutive effects of outstanding stock options. In periods in which a loss is incurred, the effect of potential issuances of shares under stock options would be anti-dilutive, and therefore basic and diluted losses per share are the same in those periods. The Company classifies interest and penalties on underpayment of income tax as income tax expense.
Marketable Equity Securities	*Marketable Equity Securities*. The Company's marketable equity securities are reported at fair value with changes in fair value included in the statement of operations.
Equity accounted investments	*Equity accounted investments.* Investments in incorporated entities in which the Company has the ability to exercise significant influence over the investee are accounted for by the equity method.
Financial Instruments	*Financial Instruments.* Marketable equity securities are measured at fair value at each reporting date, with the change in value recognized in the statement of operations as an unrealized gain or loss. Cash and cash equivalents, term deposits, deposits, advances and receivables are accounted for at amortized cost which approximates fair value (See Notes 3 and 4). Accounts payable and contingent value rights are recorded at amortized cost which approximates fair value.

Cash and Cash Equivalents: (Tables)

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents

Cash and Cash Equivalents

		September 30,		December 31,
		2023		2022
Bank deposits	$	814,093	$	1,123,095
Short term investments		2,518,745		14,257,394
Total	$	3,332,838	$	15,380,489

Marketable Securities: (Tables)

9 Months Ended

Sep. 30, 2023

Investments, All Other Investments [Abstract]

Schedule of Marketable Securities Value

		September 30,		December 31,
Schedule of Marketable Securities Value		2023		2022
Equity securities
Fair value and carrying value at beginning of period	$	98,053	$	105,218
Increase (decrease) in fair value		716,297		(7,165)
Fair value and carrying value at balance sheet date	$	814,350	$	98,053

Property, Plant and Equipment: (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

				Accumulated
		Cost		Depreciation		Net
September 30, 2023
Furniture and office equipment	$	423,813	$	(381,686)	$	42,127
Transportation equipment		326,788		(319,116)		7,672
Leasehold improvements		29,390		(29,254)		136
Mineral property		350,000		–		350,000
	$	1,129,991	$	(730,056)	$	399,935


				Accumulated
		Cost		Depreciation		Net
December 31, 2022
Machinery and equipment	$	968,750	$	–	$	968,750
Furniture and office equipment		423,813		(357,690)		66,123
Transportation equipment		326,788		(296,053)		30,735
Leasehold improvements		29,390		(28,846)		544
Mineral property		350,000		–		350,000
	$	2,098,741	$	(682,589)	$	1,416,152

Stock Based Compensation Plans: (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Option Transactions

	2023		2022
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Options outstanding - beginning of period	7,578,393	$ 2.03	7,218,393	$ 2.08
Options exercised	(1,001)	1.08	-	-
Options outstanding - end of period	7,577,392	$ 2.03	7,218,393	$ 2.08

Options exercisable - end of period	7,577,392	$ 2.03	7,218,393	$ 2.08

Stock Options Oustanding and Exercisable

	Outstanding Options				Exercisable Options
Exercise Price	Number	Weighted Average Exercise Price	Aggregate Intrinsic Value	Weighted Average Remaining Contractual Term (Years)	Number	Weighted Average Exercise Price	Aggregate Intrinsic Value	Weighted Average Remaining Contractual Term (Years)
$0.99 - $1.28	358,999	$1.07	$ 514,628	9.09	358,999	$1.07	$ 514,628	9.09
$1.60 - $1.60	2,983,750	$1.60	2,685,375	8.01	2,983,750	$1.60	2,685,375	8.01
$1.61 - $1.93	435,000	$1.77	317,500	6.03	435,000	$1.77	317,500	6.03
$2.39 - $2.39	3,369,643	$2.39	370,661	3.38	3,369,643	$2.39	370,661	3.38
$3.15 - $3.26	430,000	$3.21	0	1.21	430,000	$3.21	0	1.21
$0.99 - $3.26	7,577,392	$2.03	$ 3,888,164	5.50	7,577,392	$2.03	$ 3,888,164	5.50

Income Tax: (Tables)

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income tax benefit (expense)

	2023		2022
	Amount	%	Amount	%
Income tax benefit based on Canadian tax rates	$ 835,825	25	$ 1,373,151	25
Decrease due to:
Different tax rates on foreign subsidiaries	(139,013)	(4)	(215,363)	(4)
Non-deductible expenses	(206)	-	(2,016)	-
Derecognition of previously recognized tax benefits	(17,605,113)	(527)	-	-
Change in valuation allowance and other	(696,606)	(21)	(1,155,772)	(21)
Income tax expense	$ (17,605,113)	(527)	$ 0	0

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, exclusive of interest and penalties, is as follows:


		September 30,		December 31,
		2023		2022

Total amount of gross unrecognized tax benefits at beginning of year	$	-	$	-
Addition based on tax positions related to the current year		-		-
Addition for tax positions of prior years		16,046,894		-
Reductions for tax positions of prior years		-		-
Settlements		-		-
Total amount of gross unrecognized tax benefits at end of period	$	16,046,894	$	-

The components of the Canadian and U.S. deferred income tax assets and liabilities as of September 30, 2023 and December 31, 2022 were as follows:


		September 30,		December 31,
		2023		2022
Deferred income tax assets
Net operating loss carry forwards	$	40,107,256	$	39,298,070
Property, Plant and Equipment		2,178,315		2,129,038
Other		1,652,503		1,672,940
Total deferred income tax asset		43,938,074		43,100,048
Valuation allowance		(43,778,546)		(43,090,943)
Deferred income tax assets net of valuation allowance	$	159,528	$	9,105
Deferred income tax liabilities
Other		(159,528)		(9,105)
Net deferred income tax asset	$	-	$	-

At September 30, 2023, we had the following U.S. and Canadian tax loss carry forwards stated in U.S. dollars.

	U.S.	Canadian	Expires
$		$ 1,930,795	2026
		3,583,304	2027
		13,657,922	2028
		12,943,713	2029
		15,991,238	2030
		17,906,485	2031
		5,195,430	2032
		7,553,087	2033
		8,751,396	2034
		12,491,972	2035
		14,851,640	2036
		11,200,174	2037
		1,071,826	2038
		2,793,485	2039
		4,152,395	2040
		15,031,186	2041
		3,957,126	2042
		3,084,278	2043
	5,097,110		-
$	5,097,110	$ 156,147,452

The Company and Significant Accounting Policies: (Details Narrative)	Sep. 30, 2023
Accounting Policies [Abstract]
Siembra Minera beneficial ownership by Venezuela	55.00%
Siembra Minera beneficial ownership by Company	45.00%

Enforcement of Arbitral Award (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Enforcement Of Arbitral Award
Total Award		$ 740,300,000
Settlement Agreement			$ 1,032,000,000.000
[custom:VenezuelaAgreedToPayForAward-0]		792,000,000
Venezuela Agreed To Pay For Mining Data			$ 240,000,000
Payments Made Pursuant To Settlement Agreement		$ 254,000,000
Amount Due And Unpaid Including Interest				$ 1,035,000,000.000
Amount Of Proceeds Cvr Holders Entitled To		5.466%
Cumulative Amount Paid To Cvr Holders		$ 10,000,000
[custom:CVRSettlementOthers-0]		112,000
[custom:CVRSettlementGreywolf-0]		$ 85,000
[custom:CVRExpense2022]	$ 462,000
Bonus Percentage Thereafter		6.40%
Cumulative Amount Paid To Bonus Plan Participants		$ 4,400,000

Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Bank deposits	$ 814,093	$ 1,123,095
Short term investments	2,518,745	14,257,394
Total	$ 3,332,838	$ 15,380,489

Term Deposits: (Details Narrative)	9 Months Ended
Term Deposits: (Details Narrative)	Sep. 30, 2023 USD ($)
Term Deposits
[custom:NonCashInterestIncome]	$ 1,247,542

Marketable Securities (Details) - USD ($)	9 Months Ended	12 Months Ended
Marketable Securities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Investments, All Other Investments [Abstract]
Fair value and carrying value at beginning of period	$ 98,053	$ 105,218
Increase (decrease) in fair value	716,297	(7,165)
Fair value and carrying value at balance sheet date	$ 814,350	$ 98,053

Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Total		$ 2,098,741
Property, Plant and Equipment, Net, Total	$ 399,935	1,416,152
Property, Plant and Equipment, Gross		2,098,741
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Furniture and Fixtures, Gross	423,813	423,813
[custom:FurnitureAndFixturesNet-0]	42,127	66,123
Accumulated Depreciation Office Equipment [Member]
Property, Plant and Equipment [Line Items]
[custom:AccumulatedDepreciationFurnitureAndFixtures-0]	(381,686)	(357,690)
Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
[custom:TransportationEquipmentGross-0]	326,788	326,788
[custom:TransportationEquipmentNet-0]	7,672	30,735
Accumulated Depreciation Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
[custom:AccumulatedDepreciationTransportationEquipment-0]	(319,116)	(296,053)
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Leasehold Improvements, Gross	29,390	29,390
[custom:LeaseholdImprovementsNet-0]	136	544
Accumulated Depreciation Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
[custom:AccumulatedDepreciationLeaseholdImprovements-0]	(29,254)	(28,846)
Mineral Property [Member]
Property, Plant and Equipment [Line Items]
[custom:MineralPropertyGross-0]	350,000	350,000
[custom:MineralPropertyNet-0]	350,000	350,000
Accumulated Depreciation Mineral Property [Member]
Property, Plant and Equipment [Line Items]
[custom:AccumulatedDepreciationMineralProperty-0]
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Total	1,129,991
Property, Plant and Equipment, Net, Total	399,935	1,416,152
Property, Plant and Equipment, Gross	1,129,991
Accumulated Depreciation [Member]
Property, Plant and Equipment [Line Items]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ (730,056)	(682,589)
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Machinery and Equipment, Gross		968,750
[custom:MachineryAndEquipmentNet-0]		$ 968,750

Property, Plant and Equipment: (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
[custom:ImpairmentWritedown]	$ 200,000	$ 600,000
[custom:EquipmentHeldForSale-0]	$ 775,000

Empresa Mixta Ecosocialista Siembra Minera, S.A.: (Details Narrative) - USD ($) $ in Millions	Sep. 30, 2023	Mar. 31, 2022
Empresa Mixta Ecosocialista Siembra Minera S.a.
[custom:SiembraMineraCostsToDate-0]		$ 22.9
[custom:CostsPreviouslyClassifiedAsSiembraMinera-0]	$ 0.8

401(k) Plan: (Details Narrative)	12 Months Ended
401(k) Plan: (Details Narrative)	Dec. 31, 2022 USD ($)
K Plan
[custom:CashContributionsToThePlan]	$ 140,000

Stock Option Transactions (Details) - $ / shares	9 Months Ended
Stock Option Transactions (Details) - $ / shares	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
[custom:OptionsExercised]	(1,001)
[custom:OptionsExercisedWeightedAverageExercisePrice]	$ 1.08
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance	7,578,393	7,218,393
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 2.03	$ 2.08
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	7,577,392	7,218,393
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 2.03	$ 2.08
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	7,577,392	7,218,393
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 2.03	$ 2.08

Stock Options Oustanding and Exercisable (Details)	9 Months Ended
Stock Options Oustanding and Exercisable (Details)	Sep. 30, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
[custom:OutstandingOptionsNumber99To128-0] \| shares	358,999
[custom:OutstandingOptionsAggregateIntrinsicValue99To128-0] \| $	$ 514,628
[custom:OutstandingOptionsWeightedAverageRemainingContractualTermYears99To128]	9 years 1 month 2 days
[custom:ExercisableOptionsNumber99To128-0] \| shares	358,999
[custom:ExercisableOptionsWeightedAverageExercisePrice99To128-0]	$ 1.07
[custom:ExercisableOptionsAggregateIntrinsicValue99To128-0] \| $	$ 514,628
[custom:ExercisableOptionsWeightedAverageRemainingContractualTermYears99To128]	9 years 1 month 2 days
[custom:OutstandingOptionsNumber160To160-0] \| shares	2,983,750
[custom:OutstandingOptionsAggregateIntrinsicValue160To160-0] \| $	$ 2,685,375
[custom:OutstandingOptionsWeightedAverageRemainingContractualTermYears160To160]	8 years 3 days
[custom:ExercisableOptionsNumber160To160-0] \| shares	2,983,750
[custom:ExercisableOptionsWeightedAverageExercisePrice160To160-0]	$ 1.60
[custom:ExercisableOptionsAggregateIntrinsicValue160To160-0] \| $	$ 2,685,375
[custom:ExercisableOptionsWeightedAverageRemainingContractualTermYears160To160]	8 years 3 days
[custom:OutstandingOptionsNumber161To193-0] \| shares	435,000
[custom:OutstandingOptionsAggregateIntrinsicValue161To193-0] \| $	$ 317,500
[custom:OutstandingOptionsWeightedAverageRemainingContractualTermYears161To193]	6 years 10 days
[custom:ExercisableOptionsNumber161To193-0] \| shares	435,000
[custom:ExercisableOptionsWeightedAverageExercisePrice177-0]	$ 1.77
[custom:ExercisableOptionsWeightedAverageExercisePrice161To193-0]	$ 317,500
[custom:ExercisableOptionsWeightedAverageRemainingContractualTermYears161To193]	6 years 10 days
[custom:OutstandingOptionsNumber239-0] \| shares	3,369,643
[custom:OutstandingOptionsAggregateIntrinsicValue239-0] \| $	$ 370,661
[custom:OutstandingOptionsWeightedAverageRemainingContractualTermYears239]	3 years 4 months 17 days
[custom:ExercisableOptionsNumber239-0] \| shares	3,369,643
[custom:ExercisableOptionsWeightedAverageExercisePrice239-0]	$ 2.39
[custom:ExercisableOptionsAggregateIntrinsicValue239-0] \| $	$ 370,661
[custom:ExercisableOptionsWeightedAverageRemainingContractualTermYears239]	3 years 4 months 17 days
[custom:OutstandingOptionsNumber315To326-0] \| shares	430,000
[custom:OutstandingOptionsAggregateIntrinsicValue315To326-0] \| $	$ 0
[custom:OutstandingOptionsWeightedAverageRemainingContractualTermYears315To326]	1 year 2 months 15 days
[custom:ExercisableOptionsNumber315To326-0] \| shares	430,000
[custom:ExercisableOptionsWeightedAverageExercisePrice315To326-0]	$ 3.21
[custom:ExercisableOptionsAggregateIntrinsicValue315To326-0] \| $	$ 0
[custom:ExercisableOptionsWeightedAverageRemainingContractualTermYears315To326]	1 year 2 months 15 days
Outstanding Options Number Total \| shares	7,577,392
Outstanding Options Aggregate Intrinsic Value Total \| $	$ 3,888,164
Outstanding Options Weighted Average Remaining Contractual Term Years Total	5 years 6 months
Exercisable Options Number Total \| shares	7,577,392
Exercisable Options Weighted Average Exercise Price Total	$ 2.03
Exercisable Options Aggregate Intrinsic Value Total \| $	$ 3,888,164
Exercisable Options Weighted Average Remaining Contractual Term Years Total	5 years 6 months
Range 99to 128 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 1.07
Range 160to 160 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	1.60
Range 161to 193 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	1.77
Range 239 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	2.39
Range 315to 326 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	3.21
Range 99to 326 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	2.03
Minimum [Member] \| Range 99to 128 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	0.99
Minimum [Member] \| Range 160to 160 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	1.60
Minimum [Member] \| Range 161to 193 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	1.61
Minimum [Member] \| Range 315to 326 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	3.15
Minimum [Member] \| Range 99to 326 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	0.99
Maximum [Member] \| Range 99to 128 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	1.28
Maximum [Member] \| Range 161to 193 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	1.93
Maximum [Member] \| Range 315to 326 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	3.26
Maximum [Member] \| Range 161to 326 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 3.26

Stock Based Compensation Plans: (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
[custom:MaximumNumberOfOptionsAvailableUnderThePlan-0]	9,939,500
[custom:OptionsAvailableForGrant-0]	2,361,107
[custom:OptionExpense]	$ 0	$ 11,703
Amount Payable In Event Of Change Of Control	7,100,000
[custom:AmountPayableInEventOfMilestoneAchievement-0]	2,800,000
[custom:SeveranceLiability-0]	$ 700,000		$ 500,000

Income tax benefit (expense) (Details) - USD ($)	9 Months Ended		12 Months Ended
Income tax benefit (expense) (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax Benefit Based On Canadian Tax Rates	$ 835,825	$ 1,373,151
[custom:IncomeTaxBenefitBasedOnCanadianTaxRatesPercentage]	25.00%	25.00%
Different Tax Rates On Foreign Subsidiaries	$ (139,013)	$ (215,363)
[custom:DifferentTaxRatesOnForeignSubsidiariesPercentage]	(4.00%)	(4.00%)
Nondeductible Expenses	$ (206)	$ (2,016)
[custom:NondeductibleExpensesPercentage]
[custom:DerecognitionOfPreviouslyRecognizedTaxBenefit]	$ (17,605,113)
[custom:DerecognitionOfPreviouslyRecognizedTaxBenefitPercentage]	(527.00%)
Change In Valuation Allowance And Other	$ (696,606)	$ (1,155,772)
[custom:ChangeInValuationAllowanceAndOtherPercentage]	(21.00%)	(21.00%)
[custom:IncomeTaxExpense]	$ (17,605,113)
[custom:IncomeTaxExpensePercentage]	(527.00%)
Income Tax Benefit		$ 0
Addition for tax positions of prior years	$ 16,046,894
Total amount of gross unrecognized tax benefits at end of period	16,046,894
Deferred income tax assets
Net operating loss carry forwards	40,107,256		39,298,070
Property, Plant and Equipment	2,178,315		2,129,038
Other	1,652,503		1,672,940
Total deferred income tax asset	43,938,074		43,100,048
Valuation allowance	(43,778,546)		(43,090,943)
Deferred income tax assets net of valuation allowance	159,528		9,105
Deferred income tax liabilities
Other	(159,528)		(9,105)
Net deferred income tax asset
Canadian Tax Loss Carryforward Expiring 2026	1,930,795
Canadian Tax Loss Carryforward Expiring 2027	3,583,304
Canadian Tax Loss Carryforward Expiring 2028	13,657,922
Canadian Tax Loss Carryforward Expiring 2029	12,943,713
Canadian Tax Loss Carryforward Expiring 2030	15,991,238
Canadian Tax Loss Carryforward Expiring 2031	17,906,485
Canadian Tax Loss Carryforward Expiring 2032	5,195,430
Canadian Tax Loss Carryforward Expiring 2033	7,553,087
Canadian Tax Loss Carryforward Expiring 2034	8,751,396
Canadian Tax Loss Carryforward Expiring 2035	12,491,972
Canadian Tax Loss Carryforward Expiring 2036	14,851,640
Canadian Tax Loss Carryforward Expiring 2037	11,200,174
Canadian Tax Loss Carryforward Expiring 2038	1,071,826
Canadian Tax Loss Carryforward Expiring 2039	2,793,485
Canadian Tax Loss Carryforward Expiring 2040	4,152,395
[custom:CanadianTaxLossCarryforwardExpiring2041-0]	15,031,186
[custom:CanadianTaxLossCarryforwardExpiring2042-0]	3,957,126
[custom:CanadianTaxLossCarryforwardExpiring2043-0]	3,084,278
[custom:UsTaxLossCarryforward-0]	5,097,110
Total Us Tax Loss Carryforward	5,097,110
Total Canadian Tax Loss Carryforward	$ 156,147,452

Income Tax: (Details Narrative) $ in Millions	Sep. 30, 2023 USD ($)
Income Tax Disclosure [Abstract]
The Companys Income Tax Receivable	$ 8.1
[custom:IncomeTaxPayable-0]	$ 9.5

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