1072725--3/31/2010--GOLD_RESERVE

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{stock, price, share}

{debt, indebtedness, cash}

{tax, income, asset}

{loss, insurance, financial}

{interest, director, officer}

{personnel, key, retain}

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{competitive, industry, competition}

{cost, contract, operation}

{acquisition, growth, future}

If we do not prevail in our arbitration proceedings and obtain compensation from the Venezuelan government for the value of our investment in the Brisas Project, the Company would be materially adversely affected. Failure to acquire or invest in another mining project would adversely affect future results. The conversion or repurchase of our convertible notes could result in the issuance of a significant number of our common shares causing significant dilution to existing shareholders and, in certain circumstances, could result in a change of control. Uncertainty resulting from the outcome of the litigation regarding the enjoined hostile takeover bid may adversely affect our business. Failure to retain and attract key personnel could adversely affect the Company. Operating losses are expected to continue. We may raise funds for future operations through the issuance of common shares, debt instruments convertible into common shares or other equity-based instruments. Our ability to generate the cash needed to pay interest and principal amounts on the notes and service any other debt depends on many factors, some of which are beyond our control. The price of our common shares may be volatile. Risks inherent in the mining industry could adversely impact future operations. U.S. Internal Revenue Service designation as a passive foreign investment company may result in adverse U.S. tax consequences to U.S. shareholders. It may be difficult to bring certain actions or enforce judgments against the Company and/or its directors and executive officers.

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1072725--3/31/2010--GOLD_RESERVE_INC