Exhibit 99.3


      

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GOLD RESERVE INC.

TRANSFER FEE: $2.00 PER NEW CERTIFICATE ISSUED

THE CLASS OR SERIES OF SHARES REPRESENTED BY THIS CERTIFICATE HAS RIGHTS, PRIVILEGES, RESTRICTIONS OR CONDITIONS ATTACHED
THERETO AND THE CORPORATION WILL FURNISH TO A SHAREHOLDER, ON DEMAND AND WITHOUT CHARGE, A FULL COPY OF THE TEXT OF:

(I) THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED TO THE SHARES REPRESENTED BY THIS CERTIFICATE AND TO
EACH CLASS AUTHORIZED TO BE ISSUED AND TO EACH SERIES INSOFAR AS THE SAME HAVE BEEN FIXED BY THE DIRECTORS, AND

(II) THE AUTHORITY OF THE DIRECTORS TO FIX THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS OF SUBSEQUENT SERIES.

UNTIL THE CLOSE OF BUSINESS ON THE EARLIER OF THE SEPARATION TIME OR THE EXPIRATION TIME (AS BOTH TERMS ARE DEFINED IN THE
SHAREHOLDER RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES RIGHTS OF THE HOLDER DESCRIBED IN A
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF OCTOBER 5, 1998 (THE “SHAREHOLDER RIGHTS AGREEMENT”) BETWEEN GOLD
RESERVE INC. (THE “CORPORATION”) AND COMPUTERSHARE INVESTOR SERVICES INC., AS SUPPLEMENTED AND AMENDED, THE TERMS OF
WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
CORPORATION. UNDER CERTAIN CIRCUMSTANCES SET OUT IN THE SHAREHOLDER RIGHTS AGREEMENT, THE RIGHTS MAY BE TERMINATED, MAY
EXPIRE, MAY BECOME NULL AND VOID (IF, IN CERTAIN CASES THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON” AS SUCH TERMS
ARE DEFINED IN THE SHAREHOLDER RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR A SUBSEQUENT
HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL
OR ARRANGE FOR THE MAILING OF A COPY OF THE SHAREHOLDER RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE AS SOON AS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR.