GOLD Reserve Provides Update ON Adjournment of
GOLD RESERVE PROVIDES UPDATE ON ADJOURNMENT OF AUGUST 18, 2025
SALE HEARING
Pembroke, Bermuda – August 14, 2025 – Gold Reserve Ltd. (TSX.V: GRZ) (BSX:
GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announces that the U.S.
District Court for the District of Delaware (the “ Court”) issued an order today in which it
adjourned the start of the Sale Hearing from the currently scheduled August 18, 2025, to
an as -yet unspecified future date. The Court also requested further briefing from the
parties, and scheduled an in- person hearing on August 18, 2025 , on this and related
issues.
The Court stated its rationale for the adjournment as follows:
The Court reaches this conclusion reluctantly, but in the face of the following
realities: a Sale Hearing held on August 18 would be directed to evaluating
whether to accept the Special Master's recommendation to approve the
Dalinar Energy bid, but the Special Master has recently received an
unsolicited bid he is currently evaluating and which he may determine is a
"Superior Proposal" to Dalinar's (as defined in the Dalinar SPA); if the
Special Master determines he has received a Superior Proposal, Dalinar is
entitled to time to match it; although all discovery undertaken and briefing
received to date is directed to the Dalinar bid, there is some possibility the
Special Master may no longer be recommending approval of that bid, which
could render a Sale Hearing focused on the Dalinar bid unnecessary. While
Gold Reserve may be correct that the unsolicited bid presently being
evaluated is "a non- actionable underbid" (O.I. 2050 at 2) (emphasis
omitted), the Court is not able to make a determination on this point in time
to go forward with a Sale Hearing four days from now, especially since the
Special Master has not yet completed his evaluation of the unsolicited bid.
The Court stated its “inclinations as to appropriate next steps” as follows:
At this time, the Court's inclinations as to the appropriate next steps are to:
(i) order the Special Master to determine, no later than August 25, whether
he is adhering to his recommendation of the Dalinar bid or, instead, has
received a Superior Proposal; (ii) order the Special Master to submit, no
later than August 29, a proposed schedule for additional limited discovery,
if any, necessitated by whatever decision he has made by August 25 and
any additional, streamlined briefing; (iii) reschedule the Sal e Hearing for
some or all of the following dates: September 15- 18, October 20- 23; (iv)
require any entity intending to participate in the Sale Hearing to request a
specific, total number of hours it will use at the hearing for its examination
of witnesses and argument (to include opening statements and closing
arguments); and (v) provide a schedule and page limits for expedited post-
hearing briefing and submission of proposed findings of fact.
The Court summarized its Order, and requested further briefing from the Special Master
and parties on the foregoing inclinations, as follows:
ORDER: The Sale Hearing is CONTINUED to a date to be determined by
separate order, after the Court receives additional input from the Special
Master, Sale Process Parties, Additional Judgment Creditors, and any other
interested entity. IT IS FURTHER ORDERED that the Saturday, August 16
deadline for sur-replies in response to pending objections is VACATED. The
Court will hold an in- person hearing on Monday, August 18, at 10:00 a.m.
at the J. Caleb Boggs Federal Building, Courtroom 2A. The hearing is not
an evidentiary hearing and all witnesses who were planning to testify are
excused from appearing in Wilmington next week. The Special Master and
Sale Process Parties shall, and any Additional Judgment Creditor or other
interested entity may, (i) file opening briefs regarding the above inclinations,
not to exceed 5 pages, no later than Saturday, August 16, at 12:00 p.m.,
and (ii) file response briefs, not to exceed 3 pages, no later than Sunday,
August 17, at 5:00 p.m.
A copy of the Court’s Order, the adjournment request, and the Company’s opposition to
the adjournment request will be posted shortly 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 any bid submitted by
the Company for the purchase of the PDVH shares (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; the Bid will not
be approved by the Court as the “Final Recommend Bid” under the Bidding Procedures,
and if approved by the Court may not close, including as a result of not obtaining
necessary regulatory approvals, 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 sufficient equity and/or
debt financing or any required shareholders 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, 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 resp ect 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 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
(441) 295-4653
A.S. Cooper Building, 7th Floor, 26 Reid Street, Hamilton, HM 11, Bermuda