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 _____
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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
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82-______________
Explanatory Note
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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
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99.1 Final Short Form Prospectus dated May 8, 2006
99.2 Consent of PricewaterhouseCoopers LLP
99.3 Consent of Fasken Martineau DuMoulin LLP
99.4 Consent of Heenan Blakie LLP
99.5 Consent of Richard Addison, P.E., C Eng., Eur.Ing.
99.6 Consent of Brad Yonaka
99.7 Consent of Susan Poos, P.E.
99.8 Consent of Pincock, Allen & Holt
99.9 Consent of Richard J. Lambert, P.E.
99.10 Consent of Raul H. Borrastero C.P.G.
Forward Looking Statements
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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 19, 2006 By: /s/ Robert A. McGuinness
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Name: Robert A. McGuinness
Title: Vice President - Finance and CFO
EXHIBIT INDEX
Exhibit No. Description
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99.1 Final Short Form Prospectus dated May 8, 2006
99.2 Consent of PricewaterhouseCoopers LLP
99.3 Consent of Fasken Martineau DuMoulin LLP
99.4 Consent of Heenan Blakie LLP
99.5 Consent of Richard Addison, P.E., C Eng., Eur.Ing.
99.6 Consent of Brad Yonaka
99.7 Consent of Susan Poos, P.E.
99.8 Consent of Pincock, Allen & Holt
99.9 Consent of Richard J. Lambert, P.E.
99.10 Consent of Raul H. Borrastero C.P.G.