GOLD Reserve Announces Dalinar Energy Bid FOR Citgo
March 10, 2025 TSX.V: GRZ
NR-25-05
GOLD RESERVE ANNOUNCES DALINAR ENERGY BID FOR CITGO
Pembroke, Bermuda – Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “Company”) announced that its Delaware subsidiary, Dalinar Energy
Corporation (“Dalinar Energy”), submitted a bid on March 7, 2025 to be designated the
Stalking Horse Bidder for the purchase of the shares of PDV Holding, Inc. (“PDVH”), the
indirect parent company of CITGO Petroleum Corp., pursuant to the sales process
being conducted by the U.S. District Court for the District of Delaware (the “Court”).
Dalinar Energy’s bid is supported by a consortium that includes judgment creditors
senior to Gold Reserve in the Court’s priority waterfall, including Koch Minerals Sarl and
Koch Nitrogen International Sarl.
Dalinar Energy’s bid relies on a combination of equity and debt financing. The bid, if
approved by the Court, fully financed and consummated, satisfies, in cash or non-cash
consideration, the attached judgments of all waterfall creditors senior to Gold Reserve.
The bid also satisfies a substantial percentage of Gold Reserve’s attached judgment.
Dalinar Energy’s bid also includes a mechanism whereby creditors junior to Gold
Reserve will have the option to participate, by receiving warrants in Gold Reserve in
exchange for contributing a portion of their attached judgments to the bid.
Terms of the bid will remain confidential until the Special Master appointed to operate
the sale process reviews all bids and recommends a Stalking Horse Bid or Base Bid to
the Court by March 14, 2025. The Court is scheduled to rule on any objections to the
Special Master’s recommendation by March 28, 2025.
Consummation of the bid, if selected and approved by the court, is subject to closing
conditions and regulatory approvals, including but not limited to approval by the U.S.
Department of Treasury’ s Office of Foreign Assets Control (“OFAC”).
“We thank our consortium, and all of our partners, in particular our shareholders, who
rallied behind Gold Reserve to make our bid a reality. We look forward to reporting on
our progress in due course,” said Paul Rivett, Gold Reserve’s Executive Vice-Chair.
Additional information on Dalinar Energy can be found at
https://www.dalinarenergy.com.
For further information regarding the bid or media enquiries regarding Gold Reserve or
Dalinar Energy, please contact [email protected].
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 Stalking Horse 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 “Stalking Horse
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 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 Annual Information
Form on Form 40-F and Management’s Discussion & Analysis for the year ended
December 31, 2023 and other reports that have been filed on SEDAR+ and are
available under the Company’s profile at www.sedarplus.ca and which have been filed
on EDGAR and are available under the Company’s profile at www.sec.gov/edgar.
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 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.