1
Exhibit 4.4
FORM OF CERTIFICATE OF GR-CANADA CLASS A SHARE
No. SHARES
GOLD RESERVE INC.
INCORPORATED IN THE YUKON TERRIT0RY UNDER THE BUSINESS CORPORATIONS ACT
CUSIP 38068N 10 8
THIS CERTIFIES THAT
is the registered holder of
FULLY PAID AND NON-ASSESSABLE CLASS A COMMON SHARES WITHOUT PAR VALUE IN THE
CAPITAL OF
GOLD RESERVE INC.
transferable only on the books of the Corporation by the holder hereof in person
or by attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent
and Registrar of the Corporation.
IN WITNESS WHEREOF the Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed.
DATED: Countersigned and Registered
MONTREAL TRUST COMPANY OF CANADA, Toronto, Canada
Transfer Agent and Registrar
Secretary-Treasurer
By
---------------------------------------------------------------------
SEAL OR Authorized Officer
Countersigned and Registered
TRANSECURITIES INTERNATIONAL, INC., Spokane, WA
Transfer Agent and Registrar
President
By
---------------------------------------------------------------------
Authorized Officer
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE AT THE PRINCIPAL
OFFICE OF MONTREAL TRUST COMPANY OF CANADA AT TORONTO AND AT TRANSECURITIES
INTERNATIONAL, INC., SPOKANE, U.S.A. THIS CERTIFICATE MAY BE COUNTERSIGNED BY
THE APPROPRIATE OFFICER OF ANY ONE OF THE TRANSFER AGENTS.
2
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 Montreal Trust Company of Canada, 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.
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT --____________________Custodian___________________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act
--------------------------------------
Additional abbreviations may also be used though not in the above list.
For Value Received, ______________________________ hereby sell, assign and transfer unto
[ ]
Please insert Social insurance or Social Security
or other identifying number of Assignee
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Please print or typewrite name and address of Assignee
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
of the Shares represented by the within Certificate and do hereby irrevocably constitute and appoint
Attorney
- -------------------------------------------------------------------------------------------------------------------------
to transfer the said Shares on the Books of the within named Corporation with full power of substitution in the premises.
Dated __________________, 19___
-------------------------------------------------------------------------
Notice: The signature to this assignment must correspond with
the name as written upon the face of the Certificate in every
particular, without alteration or enlargement or any change whatever.
Signature must be guaranteed.
Signature(s) Guaranteed
By
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION.