Delaware Court Extends Topping Period FOR Citgo Sale Process
DELAWARE COURT EXTENDS TOPPING PERIOD FOR CITGO SALE PROCESS
TO AT LEAST JUNE 2, 2025
NR-25-13
Pembroke, Bermuda - May 27, 2025 - Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX:
GDRZF) (“Gold Reserve” or the “ Company”) announces that today the U.S. District
Court for the District of Delaware (the “Court”) issued an order that extended the Topping
Period for submitting bids for the purchase of the shares of PDVH, the indirect holding
company of Citgo Petroleum, from May 28, 2025, until at least June 2, 2025. The order
was issued in response to a motion by the Venezuela Parties (C itgo Petroleum, PDVH,
PDVSA and the Republic of Venezuela) to extend the Topping Period for at least twenty-
one days, which motion subsequently was supported by Vitol , Inc., Rusoro Mining Ltd.
and the Company.
The Court will decide whether to further extend the Topping Period beyond June 2, 2025,
after reviewing further briefing from the Special Master and other parties due today and
tomorrow (May 28, 2025).
A copy of the order issued by the Court 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 certain
events or conditions "may" or "will" occur. Forward-looking statements contained in this
press release include, but are not limited to, statements relating to 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 and that the
Special Master may reject the Bid at any time; the Special Master may choose not to
recommend a Base Bid or Final Bid to the Court; the failure of the Company to
negotiate the Bid, including as a result of failing to obtain sufficient equity and/or debt
financing; that Bid submitted by the Company will not be selected as the “Base Bid” or
the “Final Recommend Bid” under the Bidding Procedures, and if selected may not
close due to the Sale Process not being completed, including as a result of not
obtaining necessary regulatory approval to close on the purchase of the PDVH shares,
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
Company or any other party to obtain any required shareholders approvals for, or
satisfy other conditions to effect, any transaction resulting from the Bid; that the
Company 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 notice. 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 the Securities and Exchange Commission and
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
(800) 625-9550
A.S. Cooper Building, 7th Floor, Hamilton, HM 11, Bermuda