February 11, 2026 — Leads & Copy — Gold Reserve Ltd. has revised the terms of its engagement letter with Cantor Fitzgerald Canada Corporation, increasing the size of its previously announced private placement to approximately US$75 million.
The offering will be for common shares of the company at a price of US$3.00 per share. The number of shares to be sold will be determined based on market conditions and marketing efforts, and there is no guarantee that the offering will be completed.
The closing of the offering is expected to occur on or about February 26, 2026, pending formal documentation and regulatory approvals, including approval from the TSX Venture Exchange and the BSX for the listing of common shares.
Cantor Fitzgerald Canada Corporation has been granted an over-allotment option to arrange for the purchase of up to an additional 25% of the common shares sold in the offering at the issue price, exercisable up to two days before the offering closing date. If this option is fully exercised, the company could raise up to approximately US$93.75 million.
The common shares will be offered on a “best efforts” private placement basis, adhering to applicable exemptions in Canada under National Instrument 45-106 and in the United States under the U.S. Securities Act of 1933, as well as other permitted jurisdictions. Common shares issued to Canadian subscribers will be subject to a statutory hold period of four months from the offering closing date. Sales to investors outside of Canada will comply with OSC Rule 72-503.
The Agent will receive a commission of 6.0% of the gross proceeds from the sale of the common shares, subject to certain exceptions, at the offering closing date.
This release contains forward-looking statements that are subject to risks and uncertainties, including the failure to obtain regulatory approvals, uncertainties relating to the availability and costs of financing, risks involved in the mineral exploration and development industry, and risks associated with sanctions imposed by the U.S. and Canadian governments targeting Venezuela.
Investors are cautioned not to place undue reliance on forward-looking statements, and Gold Reserve disclaims any obligation to update or revise any forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Source: Gold Reserve Ltd.
