GOLD Reserve Provides Update ON Notices of Objections to the Special Master’S Final Recommendation in the Citgo Sale Process
GOLD RESERVE PROVIDES UPDATE ON NOTICES OF OBJECTIONS TO THE
SPECIAL MASTER’S FINAL RECOMMENDATION IN THE CITGO SALE PROCESS
Pembroke, Bermuda – July 8, 2025 – Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF)
(“Gold Reserve” or the “Company”) announced that on July 7, 2025, pursuant to the
schedule set by the U.S. District Court for the District of Delaware (the “ Court”), various
parties filed the following notices in response to the Special Master’s Final
Recommendation that Gold Reserve’s U.S. acquisition subsidiary, Dalinar Energy
Corporation, should be selected by the Court to purchase the shares of PDV Holding, Inc.
(“PDVH”), the indirect parent company of CITGO Petroleum Corp. (“CITGO”):
• Four parties filed a “notice of objection:” (1) Red Tree Investments LLC (the prior
recommended Stalking Horse Bidder whose agreement to purchase the PDVH
shares was terminated by the Special Master in favor of Dalinar’s materially higher-
priced bid); (2) the 2020 bondholders (Red Tree is a 2020 bondholder); (3) PDVH
and CITGO (filed under seal); and (4) Crystallex International Corporation.
• One party filed a “ notice of potential objection: ” the ConocoPhillips companies
(Phillips Petroleum Company Venezuela Limited, ConocoPhillips Petrozuata B.V.,
ConocoPhillips Gulf of Paria B.V., and ConocoPhillips Hamaca B.V.).
• Three parties did not file a notice of objection and instead filed a “reservation of
rights:” (1) Huntington Ingalls Incorporated; (2) ACL1 Investments Ltd., ACL2
Investments Ltd., and LDO (Cayman) XVIII Ltd.; and (3) OI European Group B.V.
Under the Court’s schedule, memoranda in support of any objections are required to be
filed with the Court on July 23, 2025, responses to any objections are to be filed on August
6, 2025, and further briefing is then to take place in advance of the August 18, 2025 Sale
Hearing. In addition, a period of limited discovery regarding the objections will conclude
on July 31, 2025. The Court’s full pre-hearing schedule is set out in the Company’s June
16, 2025 press release.
A copy of yesterday’s filings can be found here.
A complete description of the Delaware sale proceedings can be found on the Public
Access to Court Electronic Records system in Crystallex International Corporation v.
Bolivarian Republic of Venezuela, 1:17- mc-00151-LPS (D. Del.) and its related
proceedings.
Cautionary Statement Regarding Forward-Looking statements
This release contains “forward-looking statements” within the meaning of applicable U.S.
federal securities laws and “forward-looking information” within the meaning of applicable
Canadian provincial and territorial securities laws and state Gold Reserve’s and its
management’s intentions, hopes, beliefs, expectations or predictions for the future.
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. They are frequently characterized by words such as "anticipates", "plan",
"continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will",
"potential", "proposed", "positioned" and other similar words, or statements that c ertain
events or conditions "may" or "will" occur. Forward- looking statements contained in this
press release include, but are not limited to, statements relating to any bid submitted by
the Company for the purchase of the PDVH shares (the “Bid”).
We caution that such forward- looking statements involve known and unknown risks,
uncertainties and other risks that may cause the actual events, outcomes or results of
Gold Reserve to be materially different from our estimated outcomes, results,
performance, or achievements expressed or implied by those forward- looking
statements, including but not limited to: the discretion of the Special Master to consider
the Bid, to enter into any discussions or negotiation with respect thereto; the Bid will not
be approved by the Court as the “Final Recommend Bid” under the Bidding Procedures,
and if approved by the Court may not close, including as a result of not obtaining
necessary regulatory approvals, including but not limited to any necessary approvals from
the U.S. Office of Foreign Asset Control (“OFAC”), the U.S. Committee on Foreign
Investment in the United States, the U.S. Federal Trade Commission or the TSX Venture
Exchange; failure of the Comp any or any other party to obtain sufficient equity and/or
debt financing or any required shareholders approvals for, or satisfy other conditions to
effect, any transaction resulting from the Bid; that the Company may forfeit any cash
amount deposit made due to failing to complete the Bid or otherwise; that the making of
the Bid or any transaction resulting therefrom may involve unexpected costs, liabilities or
delays; that, prior to or as a result of the completion of any transaction contemplated by
the Bid, the business of the Company may experience significant disruptions due to
transaction related uncertainty, industry conditions, tariff wars or other factors; the ability
to enforce the writ of attachment granted to the Company; the timing set for various
reports and/or other matters with respect to the Sale Process may not be met; the ability
of the Company to otherwise participate in the Sale Process (and related costs associated
therewith); the amount, if any, of proceeds associated with the Sale Process; the
competing claims of other creditors of Venezuela, PDVSA and the Company, including
any interest on such creditors’ judgements and any priority afforded thereto; uncertainties
with respect to possible settlements between Venezuela and other creditors and the
impact of any such settlements on the amount of funds that may be available under the
Sale Process; and the proceeds from the Sale Process may not be sufficient to satisfy
the amounts outstanding under the Company’s September 2014 arbitral award and/or
corresponding November 15, 2015 U.S. judgement in full; and the ramifications of
bankruptcy with respect to the Sale Process and/or the Company’s claims, including as
a result of the priority of other claims. This list is not exhaustive of the factors that may
affect any of the Company’s forward-looking statements. For a more detailed discussion
of the risk factors affecting the Company’s business, see the Company’s Management’s
Discussion & Analysis for the year ended December 31, 2024 and other reports that have
been filed on SEDAR+ and are available under the Company’s profile at
www.sedarplus.ca.
Investors are cautioned not to put undue reliance on forward- looking statements. All
subsequent written and oral forward- looking statements attributable to Gold Reserve or
persons acting on its behalf are expressly qualified in their entirety by this notic e. Gold
Reserve disclaims any intent or obligation to update publicly or otherwise revise any
forward-looking statements or the foregoing list of assumptions or factors, whether as a
result of new information, future events or otherwise, subject to its disclosure obligations
under applicable rules promulgated by applicable Canadian provincial and territorial
securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY
OF THIS RELEASE.
For further information regarding Dalinar Energy, visit: https://www.dalinarenergy.com.
For further information regarding Gold Reserve Ltd., visit https://www.goldreserve.bm or
contact:
Kathryn Houlden
(441) 295-4653
A.S. Cooper Building, 7th Floor, 26 Reid Street, Hamilton, HM 11, Bermuda