What changed in this filing

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Item 9A. Controls and Procedures

2011-03-23 compared with 2010-03-31 · 92 added, 102 removed, 124 unchanged (61% of the section changed)

16 unchanged sentences

The information requested by this item will be included in an amendment to this Form 10-K or incorporated by reference from the registrants definitive proxy statement for its 2010 annual meeting of shareholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholders Matters

6 unchanged sentences

The consolidated financial statements of the Company listed on page 31 of this report.

All financial statement schedules called for by Form 10-K are omitted because they are inapplicable

or the required information is shown in the consolidated financial statements, or Notes thereto

All financial statement schedules called for by Form 10-K are omitted because they are inapplicable or the required information is shown in the consolidated financial statements, or Notes thereto.

The exhibits of the Company listed below under Item 15(b).

(b) Exhibits.

Number Exhibit

Agreement and Plan of Merger, dated as of October 5, 1998, by and among Gold Reserve Corporation (predecessor issuer), Gold Reserve Inc.

28 unchanged sentences

Gold Reserve Inc.

Venezuelan Equity Incentive Plan filed as Exhibit 4.1 to the Company’s Registration Statement on

Form S-8 (Registration No.

Venezuelan Equity Incentive Plan filed as Exhibit 4.1 to the Companys Registration Statement on Form S-8 (Registration No.

333-152883) filed with the SEC on April 3, 2006) and incorporated by reference herein.

1 unchanged sentence

Gold Reserve Inc.

Director and Employee Retention Plan filed as Exhibit (e)(6) of the Company’s Schedule 14D-9 filed with the SEC on December 30, 2008 and incorporated by reference herein.†

10.7 Irrevocable Standby Letter of Credit issued in connection with equipment purchase commitment dated September 5, 2007.*

Director and Employee Retention Plan filed as Exhibit (e)(6) of the Companys Schedule 14D-9 file d with the SEC on December 30, 2008 and incorporated by reference herein.

Irrevocable Standby Letter of Credit issued in connection with equipment purchase commitment dated September 5, 2007 filed as Exhibit 10.7 to the Companys Form 10-K (File No.

001-31819) filed with the SEC on March 31, 2010 and incorporated by reference herein.

Subsidiaries of Registrant filed as Exhibit 21 to the Proxy Statement/Joint Prospectus included as a part of the Companys Registration Statement on Form S-4 (Registration No.

333-68061) filed with the SEC on November 27, 1998 and incorporated by reference herein.

333-68061) filed with the SEC on November 27, 1998 and incorporated by fererence herein.

Consent of PricewaterhouseCoopers LLP *

22 unchanged sentences

Vice President of Finance, Chief Financial Officer,

and its Principal Financial and Accounting Officer

March 22, 2011

Douglas Belanger

and its Principal Financial and Accounting Officer

Douglas Belanger

1 unchanged sentence

March 22, 2011

Senior Vice-President and Director

Douglas Belanger

March 22, 2011

5 unchanged sentences

March 22, 2011

Bank of Montreal

234 Simcoe Street:3 rd Floor

Toronto ON M5T 1T4

Standby Letter of Credit No.:

Date of Issue:

September 5, 2007

Metso Minerals Canada Inc.

4900 Thimens Blvd,

Laurent, Quebec H4R 2B2 Canada

Gold Reserve Inc.

Sprague Ave., Suite 200

Washington 99201 USA

Fifty Seven Million Seven Hundred Ten Thousand Seven Hundred Thirty Six and 00/100's United States Dollars (USD57,710,736.00)

We hereby authorize you to draw on Bank of Montreal, Global Trade Services, 234 Simcoe Street, 3 rd Floor, Toronto, Ontario, Canada M5T 1T4 (hereinafter the "Bank"), for the account of Gold Reserve Inc.

Sprague Ave., Suite 200, Spokane, Washington 99201 USA (hereinafter the "Applicant"), up to an aggregate amount of Fifty Seven Million Seven Hundred Ten Thousand Seven Hundred Thirty Six and 00/100's United States Dollars (USD57,710,736.00), available on demand.

This Letter of Credit is issued in connection with Purchase Order Nos.

334459-P45-001, 334459-P49-001, 334459-P49-003, 334459-P49-004 and 334459-P49-0005 (hereinafter the "Agreement") dated June 1, 2007 between Metso Minerals Canada Inc.

(hereinafter "Metso") and Compania Aurifera Brisas Del Cuyuni, CA

By order of the Applicant, we hereby open our Irrevocable Standby Letter of Credit No.

BMTO182389OS (hereinafter "Letter of Credit") in your favour for an amount not to exceed in the aggregate amount of Fifty Seven Million Seven Hundred Ten Thousand Seven Hundred Thirty Six and 00/100's United States Dollars (USD57,710,736.00), effective immediately and expiring at our counters with our close of business on June 7, 2010, which may be drawn by you at any time and from time to time upon written demand for payment made on us by you which demand we shall honour without enquiring whether you have the right as between yourself and

Compania Aurifera Brisas Del Cuyuni, C.A.

under the Agreement to make such a demand and without recognizing any claim by Compania Aurifera Brisas Del Cuyuni, C.A.

The aggregate amount available under this Letter of Credit shall be reduced immediately following the honouring of any drawing(s) hereunder in an amount equal to the amount of such drawing(s).

Provided, however, that by accepting this Letter of Credit, Metso warrants and represents that funds drawn under this Letter of Credit will be retained and used by Metso to meet Compania Aurifera Brisas Del Cuyuni, C.A.’s obligations under the Agreement.

Funds under this Letter of Credit are available to Metso against Metso's presentation to the Bank of the following documents:

The original of this Letter of Credit.

Metso's certificate purported to be signed by an authorized officer of Metso in the form attached hereto as Exhibit "1".

Copy of the invoice, indicating Purchase Order No.(s)

We hereby engage with you to honour your document(s) as specified above, drawn under and in compliance with the terms and conditions of this Letter of Credit, if presented as specified to our office, Bank of Montreal, Global Trade Services, 234 Simcoe Street, 3rd Floor, Toronto, Ontario, Canada M5T 1T4, on or before the expiration date.

Partial drawings are allowed.

However, by accepting this Letter of Credit, Metso represents and warrants that demand(s) for payment under this Letter of Credit will be made only upon Metso 's strict compliance to its obligations under the Agreement, including but not limited to Metso’s obligation to provide an Irrevocable Standby Letter of Credit in favour of Compania Aurifera Brisas Del Cuyuni, C.A.

as security for performance guarantee through the warranty period in a form acceptable to Compania Aurifera Brisas Del Cuyuni, C.A.

as required under the Agreement.

Negotiation charges are for the account of the Applicant.

This Letter of Credit shall become null and void after its expiration.

THIS LETTER OF CREDIT IS ISSUED SUBECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), ICC PUBLICATION NO.

Signing Officer Authorized Signing Officer

BMTO182389OS A.

This is an integral part of our Standby Letter of Credit No.

BMTO182389OS and must be attached thereto.

EXHIBIT "1"

(on Letterhead of Metso Minerals Canada Inc.)

Bank of Montreal, Global Trade Services

234 Simcoe Street, 3rd Floor

Toronto, Ontario, Canada M5T 1T4

Irrevocable Letter of Credit No.Bmto182389OS dated September 5, 2007

We, Metso Minerals Canada Inc., as beneficiary of the Irrevocable Standby Letter of Credit No.BMTO182389OS dated September 5, 2007 issued by Bank of Montreal hereby demand payment in the amount of USD ____.

This drawing is made with respect to paragraph No.

--(Insert applicable Paragraph number) under the Terms of Payment under the Purchase Order No --(Insert purchase order No.) dated June 1, 2007 between Compania Aurifera Brisas Del Cuyuni, C.A.

and Metso Minerals Canada Inc.

( hereinafter the "

Purchase Order").

By making this demand, we warrant and represent that we have met all of our required obligations under the Purchase Order.

Dated this - day of - 200-

Metso Minerals Canada Inc.

cc:Gold Reserve Inc.

AUDITORS CONSENT

7 unchanged sentences

Rule 13a-14(a) / 15d-14(a)

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Timm, Chief Executive Officer, certify that:

I have reviewed this Annual Report on Form 10-K of Gold Reserve Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting, 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 generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 30, 2010 /s/ Rockne J.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as

of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial

reporting, 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

generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation;

Disclosed in this report any change in the registrant's internal control over financial reporting that

occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case

of an annual report) that has materially affected, or is reasonably likely to materially affect, the

registrant's internal control over financial reporting;

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of

All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant's ability to record,

process, summarize and report financial information;

Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant's internal control over financial reporting.

March 22, 2011

/s/ Rockne J.

Chief Executive Officer

Rule 13a-14(a) / 15d-14(a)

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

McGuinness, Chief Financial Officer, certify that:

I have reviewed this Annual Report on Form 10-K of Gold Reserve Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 30, 2010 /s/ Robert A.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as

of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial

reporting, 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

generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation;

Disclosed in this report any change in the registrant's internal control over financial reporting that

occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case

of an annual report) that has materially affected, or is reasonably likely to materially affect, the

registrant's internal control over financial reporting;

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of

All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant's ability to record,

process, summarize and report financial information;

Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant's internal control over financial reporting.

March 22, 2011

/s/ Robert A.

Chief Financial Officer

3 unchanged sentences

Timm, Chief Executive Officer of Gold Reserve, Inc.

(the "Company"), certifies in his capacity as an officer of the Company that he has reviewed the Annual Report of the Company on Form 10-K for the year ended December 31, 2009 (the “Report”) and that to the best of his knowledge:

(the "Company"), certifies in his capacity as an officer of the Company that he has reviewed the Annual Report of the Company on Form 10-K for the year ended December 31, 2010 (the Report) and that to the best of his knowledge:

the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 30, 2010 /s/ Rockne J.

the information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company.

March 22, 2011

/s/ Rockne J.

Chief Executive Officer

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States

Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer

2 unchanged sentences

McGuinness, Vice President-Finance and Chief Financial Officer of Gold Reserve, Inc.

the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 30, 2010 /s/ Robert A.

the information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company.

March 22, 2011

/s/ Robert A.

Chief Financial Officer

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States

Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures