GOLD Reserve Provides Update ON Delaware Proceedings
October 3, 2024 TSX.V: GRZ
NR-24-19
GOLD RESERVE PROVIDES UPDATE ON DELAWARE PROCEEDINGS
Toronto, Ontario – October 3, 2024 – Gold Reserve Inc. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold
Reserve” or the “Company”) provides the following update on the sale and bidding process (the
“Sale Process”) for the purchase of the common shares of PDV Holdings, Inc. (“ PDVH”), the
indirect parent company of CITGO Petroleum Corp. (“CITGO”), managed by the Special Master
(the “ Special Master ”) appointed by the U.S. District Court for the District of Delaware (the
“Delaware Court").
This update is qualified in its entirety by reference to such documentation which is available on
the Public Access to Court Electronic Records (“PACER”) system in the Delaware Court
proceedings, including in Crystallex International Corporation v. Bolivarian Republic of
Venezuela, 1:17-mc-00151-LPS (D. Del.).
On October 1, 2024, the Delaware Court held an in-person hearing on various issues concerning
the Sale Process, including the status of the “Notice of Special Master’s Recommendation”
(“Notice”) filed on September 27, 2024. At the hearing, multiple parties expressed substantial
objections to the bid for the purchase of the PDVH shares attached to the Special Master’s Notice.
The Special Master stated inter alia that the bid was non-binding.
On October 2, 2024, the Delaware Court issued orders covering the rulings made at the hearing,
including the following:
• The court cancelled the Sale Hearing scheduled for November 19, 2024.
• The court ordered the Special Master and all parties to meet and confer and file a joint
status report by October 18, 2024, set ting out the parties’ positions on various issues
concerning how the Sale Process should now proceed.
• The court ordered further submissions on the Special Master’s “Motion to Enjoin the Alter
Ego Claimants from Enforcing Claims Against the Republic or PDVSA by Collecting from
PDVH or its Subsidiaries in Other Forums.”
• The court denied without prejudice the motion filed by the Bolivarian Republic of
Venezuela and Petróleos de Venezuela, S.A. for a 4-month pause of the Sale Process.
“We welcome the rulings made by the Delaware Court at the October 1, 2024 hearing and
look forward to further participating in these proceedings and obtaining further clarity on
the open issues concerning Sale Process,” said Paul Rivett, Executive Vice Chair. “In the
interim, Gold Reserve continues to consider all of its options concerning the Sale
Process.”
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 Sale
Process, the Proposed Sale Transaction and any Potential Transaction (as defined below).
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 Sale
Process may not be consummated, including that it may not result in a sale of the PDVH Shares
to any person, including to the Buyer; the Company may not receive any monies under the Sale
Process, including under the Proposed Sale Transaction, any potential transaction of the
Company solely or with one or more other parties ( “Potential Transaction”) in relation to the sale
of PDVH Shares pursuant to the Sale Process, including, but not limited to: complying with the
topping bid terms under the Proposed Purchase Agreement, discretion of the Special Master to
otherwise considering any Potential Transaction, entering into any discussions or negotiation with
respect thereto and that the Special Master may reject any Potential Transaction including without
limitation because the Special Master’s view is that the Potential Transaction is not of sufficient
value, does not sufficiently take account of the PDVSA 2020 Notes, does not have sufficient
certainty of closing and/or for any other reason; the form of consideration and/or proceeds that
may be received by the Company in any Potential Transaction; that any Potential Transaction,
and/or the form of proceeds received by the Company in any Potential Transaction, may be
substantially less than the amounts outstanding under the Company’s September 2014 arbitral
award (the “Award”) and/or corresponding November 20, 2015 U.S. judgement; the failure of the
Company to put forth or negotiate any Potential Transaction, including as a result of failing to
obtain sufficient equity and/or debt financing; that any Potential Transaction of the Company will
not be selected as a “Successful Bid” under the Sale Process including complying with any
topping bid 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 Proc ess; failure of the
Company or any other party to obtain any required approvals for, or satisfy other conditions to
effect, any transaction resulting from any Potential Transaction or the Potential Sale Transaction;
that the Company may forfeit any cash amount deposit made due to failing to complete any
Potential Transaction or otherwise; that the making of any 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 any Potential Transaction, 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
(including the Sale Motion and Sale Hearing) 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 Company may otherwise receive; the
competing claims of certain creditors, the “Other Creditors” (as detailed in the applicable court
documents filed with the Delaware Court) of the Bolivarian Republic of Venezuela (“Venezuela”)
and/or any of its agencies or instrumentalities 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; 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; and whether
Venezuela or PDVH’s parent company, Petroleos de Venezuela, S.A., or any other party files
further appeals or challenges with respect to any judgment of the U.S. Court of Appeals for the
Third Circuit, any judgment of the U.S. District Court of Delaware, or any judgment of any other
court in relation to the Company’s right to participate in any distribution of proceeds from the Sale
Process (including any Potential Transaction or the Potential Sale Transaction). 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 period ended June 30, 2024, Company’s Annual
Information Form on Form 40- F and Management’s Discussion & Analysis for the year ended
December 31, 2023 and other reports that have been filed on SEDAR+ and are available under
the Company’s profile at www.se darplus.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.