FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May, 2006
Commission File Number: 001-31819
Gold Reserve Inc.
(Exact name of registrant as specified in its charter)
926 W. Sprague Avenue, Suite 200
Spokane, Washington 99201
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F __X__ Form 40-F _____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ____ No __X__
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-____________
Explanatory Note
----------------
The following documents, which have been previously filed by the registrant with
the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), are
furnished to the Commission with this Form 6-K and are incorporated herein by
reference:
Exhibit No. Description
----------- -----------
99.1 Preliminary Short Form Prospectus dated May 2, 2006
99.2 Amended and Restated Short Form Prospectus dated May 3, 2006
Forward Looking Statements
--------------------------
Certain statements included herein, including those that express management's
expectations or estimates of our future performance or concerning the Brisas
Project, constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management at this time, are inherently
subject to significant business, economic and competitive uncertainties and
contingencies. We caution that such forward-looking statements involve known and
unknown risks, uncertainties and other risks that may cause the actual financial
results, performance, or achievements of Gold Reserve Inc. to be materially
different from our estimated future results, performance, or achievements
expressed or implied by those forward-looking statements. Numerous factors could
cause actual results to differ materially from those in the forward-looking
statements, including without limitation, concentration of operations and assets
in Venezuela; corruption and uncertain legal enforcement; requests for improper
payments; regulatory, political and economic risks associated with Venezuelan
operations (including changes in previously established legal regimes, rules or
processes); the ability to obtain or maintain the necessary permits or
additional funding for the development of the Brisas Project; in the event any
key findings or assumptions previously determined by us or our experts in
conjunction with our 2005 bankable feasibility study (as updated or modified
from time to time) significantly differ or change as a result of actual results
in our expected construction and production at the Brisas Project (including
capital and operating cost estimates); risk that actual mineral reserves may
vary considerably from estimates presently made; impact of currency, metal
prices and metal production volatility; fluctuations in energy prices; changes
in proposed development plans (including technology used); our dependence upon
the abilities and continued participation of certain key employees; and risks
normally incident to the operation and development of mining properties. 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. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by this notice. The Company disclaims any
intent or obligation to update publicly these forward-looking statements,
whether as a result of new information, future events or otherwise.
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.
Gold Reserve Inc.
(Registrant)
Date: May 8, 2006
By: /s/ Robert A. McGuinness
_________________________________
Name: Robert A. McGuinness
Title: Vice President - Finance and CFO
EXHIBIT INDEX
Exhibit No. Description
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99.1 Preliminary Short Form Prospectus dated May 2, 2006
99.2 Amended and Restated Short Form Prospectus dated May 3, 2006