GOLD Reserve Provides Update ON Citgo Sale Process
GOLD RESERVE PROVIDES UPDATE ON CITGO SALE PROCESS
Pembroke, Bermuda – August 13, 2025 – Gold Reserve Ltd. (TSX.V: GRZ) (BSX:
GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announces several
developments in the pending legal proceedings in which the Company, through its wholly-
owned subsidiary, Dalinar Energy Corporation (“Dalinar Energy”), has been
recommended by the Special Master to purchase the shares of PDV Holding, Inc.
(“PDVH”), the indirect parent company of CITGO Petroleum Corp. The Special Master’s
Final Recommendation of the Dalinar Energy bid is the subject of a Sale Hearing
scheduled to commence before the U.S. District Court for the District of Delaware (the
“Court”) on August 18, 2025. The stated purchase price of the Dalinar Energy bid is
$7.382 billion.
August 12, 2025.
Red Tree Investments (“Red Tree”) submitted a letter to the Court in which, among other
things, it disclosed the existence of a competing bid that it said was submitted by Amber
Energy “last weekend”. The Company has not been provided a copy of this bid. The Red
Tree letter indicates that the purchase price for this bid is $5.859 billion and also implies
that $2.587 billion of claims against PDVSA by the 2020 bondholders would be settled. If
this bid is recommended by the Special Master , accepted by the Court, and
consummated, its $5.859 billion purchase price would result in the Company recovering
nothing on its Attached Judgment in the CITGO Sale Process. A copy of Red Tree’s letter
can be found here.
August 13, 2025
The Special Master filed a response to the Red Tree letter and stated that it made an
“unauthorized disclosure of confidential information regarding a competing proposal.” In
consequence, the Special Master requested that the Court adjourn the status conference
currently scheduled for today so that “the Special Master can consider the recent
developments” and, after meeting- and-conferring with the parties, file an “updated
proposal to the Court on how to proceed with respect to the status conference and the
sale hearing by Thursday, August 14, 2025, at 4:00 p.m.” A copy of the Special Master’s
response can be found here.
The Court granted the Special Master’s request and rescheduled the status conference
to Friday, August 15, at 10:00 a.m. A copy of the Court’s order can be found here.
The Company also filed a response to the Red Tree letter in which it stated its views that:
(a) the letter was improper for multiple reasons ; (b) the letter and the referenced Amber
Energy bid did not require any adjournment of the Sale Hearing; (c) the Amber Energy
bid, as described in the letter, violated the bidding procedures and protections established
by the Court, as well as the terms of the Stock Purchase Agreement executed by Dalinar
Energy and the Special Master , and as a result this bid would be non-actionable.
Specifically, the Company stated its view that the Amber Energy bid, as described in the
Red Tree letter, violates the requirement that any unsolicited competing bid must include
an overbid minimum above the p urchase price of the Company’s Final Recommended
Bid. The stated purchase price of $5.859 billion for the Amber Energy, as described in
the Red Tree letter, is $1.523 billion less than the $7.382 billion value of the Company’s
Final Recommended Bid. The Company also stated its view that “the actual price of the
Amber Energy bid is $5.859 billion not $8.821 billion, as the Red Tree letter incorrectly
states.” A copy of the Company’s response can be found here.
* * * * *
The Company expects that the foregoing issues will be the subject of communications
amongst the parties. The Company also expects that certain parties may not agree with
the Company’s interpretation of the Red Tree letter or the purported Amber Energy bid ,
and that any such disputes may require resolution by the Court.
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 Comp any 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 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 C ompany’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 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