GOLD Reserve Announces IT Has Engaged Advisors to Arrange FOR Potential Financing IN Connection with Its Previous Announced Potential Bid IN Relation to the Sale of the Shares of Pdv Holdings, Inc., Under the Delaware Proceedings
June 5, 2024 TSX.V: GRZ
NR-24-08
GOLD RESERVE ANNOUNCES IT HAS ENGAGED ADVISORS TO ARRANGE FOR
POTENTIAL FINANCING IN CONNECTION WITH ITS PREVIOUS ANNOUNCED
POTENTIAL BID IN RELATION TO THE SALE OF THE SHARES OF PDV HOLDINGS, INC.,
UNDER THE DELAWARE PROCEEDINGS
Toronto, Ontario – June 5, 2024 – Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “ Company”) announced today that it has engaged advisors to arrange for
potential debt and equity financing in connection with the Company’s previously announced
Potential Bid (as defined below). There is no assurance that any such financing will occur.
As previously disclosed in its May 27, 2024 press release , t he Company is evaluating and
considering engaging in a potential transaction (the “ Potential Transaction”) in relation to the
sale of the common shares of PDV Holdings, Inc. (“ PDVH”), the indirect parent company of
CITGO Petroleum Corp (the “ Sale Process”) . The Potential Transaction may include the
Company submitting a bid (a “ Potential Bid”), either solely or jointly with certain undetermined
parties, pursuant to the sales and bidding procedures managed by the Special Master of the U.S.
District Court for the District of Delaware (the “Bidding Procedures”).
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities of
the Company. Any such offering, if and when made, will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements of such act.
On Behalf of the Board of Directors
Paul Rivett
Executive Vice-Chairman
Gold Reserve Inc. Contact
Jean Charles Potvin
999 W. Riverside Ave., Suite 401 Spokane, WA 99201 USA
Tel: (509) 623-1500
Fax: (509) 623-1634
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 any potential
debt or equity financing, the Potential Transaction and the Potential 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: failure to
entering into definitive documentation in connection with the financing and that any financing will
be made available in accordance with its terms or otherwise; the failure of the Company to
negotiate and/or submit a Potential Transaction, including as a result of failing to obtain sufficient
equity and/or debt financing as contemplated herein or otherwise including with respect to the
funding of any expenses in connection with any Potential Transaction; that any Potential Bid
submitted by the Company will not be selected as a “Successful Bid” under the Bidding
Procedures, and if selected may not close due to the Sale Process not being completed, including
as a result of the United States Office of Foreign Asset Control (“ OFAC”) not granting an
authorization in connection with any potential sale of PDVH shares and/or whether it changes its
decision or guidance regarding the S ale Process; failure of the Company or any other party to
obtain any required shareholder and/or regulatory approvals (including approvals of the TSX
Venture Exchange) for, or satisfy other conditions to effect, any transaction resulting from a
Potential Bid; that the Company forfeit any cash amount deposit made due to failing to complete
a Potential Bid or otherwise; that the Company may be obligated to pay the fees but be unable to
close the Potential Bid and it may not have sufficient funds to pay such fee; that the making of the
Potential Transaction 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 a Potential Transaction, the business of the Company may experience significant disruptions
due to transaction related uncertainty, industry conditions or other factor; 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 S ale 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 certain creditors, the “Other
Creditors” (as detailed in the applicable court documents filed with the Delaware Court) of
Venezuela 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, the Management’s
Discussion & Analysis for the period ended March 31, 2024 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 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.