GOLD Reserve Announces Submission of Further Revised Topping Bid BY Dalinar Energy FOR Citgo Parent Company
GOLD RESERVE ANNOUNCES SUBMISSION OF FURTHER REVISED TOPPING
BID BY DALINAR ENERGY FOR CITGO PARENT COMPANY
Pembroke, Bermuda, June 25, 2025 – Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX:
GDRZF) (“Gold Reserve” or the “Company”) announces that today its Delaware
subsidiary, Dalinar Energy Corporation (“ Dalinar Energy”), submitted a further revised
topping bid to be selected as the Final Recommended Bid 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 submitted an initial topping bid on June 3, 2025
as announced here and a revised topping bid on June 18, 2025 as announced here.
Terms of the further revised bid will remain confidential until , at the earliest, the Special
Master appointed to operate the sale process reviews all bids and makes his final
recommendation to the Court by July 2, 2025. The Court is scheduled to hold a sale
hearing starting on August 18, 2025, and in connection therewith rule on any objections
to the Special Master’s final recommendation.
Consummation of the further revised 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”).
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 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 “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 approvals to close
on the purchase of the PDVH shares, including but not limited to any necessary approvals
from OFAC, the U.S. Committee on F oreign 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 enforc e
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 the 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 the bid or Dalinar Energy Corporation, please contact:
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