GOLD Reserve Announces Submission of Credit Bid FOR Citgo Petroleum Corp. Parent Company, Pdv Holdings, Inc.
June 11, 2024 TSX.V: GRZ
NR-24-10
GOLD RESERVE ANNOUNCES SUBMISSION OF CREDIT BID FOR CITGO PETROLEUM
CORP. PARENT COMPANY, PDV HOLDINGS, INC.
Toronto, Ontario – June 11, 2024 – Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “Company”) is pleased to announce the submission of a credit bid (the “Bid“) for
the common shares of PDV Holdings, Inc. (“ PDVH”), the indirect parent company of CITGO
Petroleum Corp. (“Citgo”).
The Bid has been made pursuant to the sales and bidding procedures (the “ Bidding
Procedures”) managed by the Special Master (the “ Special Master”) appointed by the U.S.
District Court for the District of Delaware (the “Delaware Court") in connection with sale of PDVH
common shares (the “Sale Process”). In accordance with the Bidding Procedures, the terms of
the Bid are confidential.
Further steps in respect of the Bid will occur pursuant to the Bidding Procedures, as may be
modified by the Special Master and/or the Delaware Court.
In conjunction with the Bid, Gold Reserve has entered into an indication of interest with FJ
Management Inc. (“FJM”) whereby FJM may, in the event the Bid is successful, participate in
ownership, collaboration and operational oversight of the acquired business.
Crystal Maggelet, Chief Executive Officer of FJM has provided the following statement:
“At FJ Management Inc., we are thrilled to partner with Gold Reserve Inc. on this exciting
opportunity. Together, we bring a wealth of experience and a shared commitment to excellence.
This partnership reflects FJ Management’s continued commitment of building value to last for our
shareholders, employees, customers, and the communities in which we operate.”
Paul Rivett, Executive Vice-Chairman of Gold Reserve, said the following:
“We are very thankful to all of our partners and stakeholders, in particular our shareholders, who
rallied behind Gold Reserve to make our credit bid a reality. We know that much work remains
to put ourselves in a position to be successful but we are thankful to all involved in the process
and look forward to reporting on our progress in due course.”
The Company has most recently discussed the potential of making a bid in its June 5, 2024 and
May 29, 2024 press releases.
Information on Citgo and PDVH
More information pertaining to Citgo, its business, financial statements and its relationship to
PDVH can be found on the Citgo website at https://www.citgo.com.
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 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; the failure of the Company to
negotiate the Bid, including as a result of failing to obtain sufficient equity and/or debt financing;
that the Bid submitted by the Company will not be selected as a “Successful Bid” under the
Bidding Procedures, and if selected may not close, including as a result of U .S. Department of
Treasury Office of Foreign Assets Control (“OFAC”), or any other applicable regulatory body, not
granting an authorization in connection with any potential sale of PDVH shares and/or whether
OFAC changes its decision or guidance regarding the Sale Process ; failure of the Company or
any other party to obtain any required 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 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 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, PDVSA, and/or any of their agencies or instrumentalities, 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 S ale 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 Company’s 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.