GOLD Reserve Provides Update ON Legal Proceedings IN Delaware
GOLD RESERVE PROVIDES UPDATE ON LEGAL PROCEEDINGS IN DELAWARE
Pembroke, Bermuda – November 13, 2025 – Gold Reserve Ltd. (TSX.V: GRZ) (BSX:
GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) today provided an
update on recent developments in its ongoing legal proceedings related to the Citgo sale
process.
The U.S. District Court for the District of Delaware issued a decision today denying Gold
Reserve’s motion to disqualify the Special Master overseeing the Citgo Sale Process, his
advisors — the law firm of Weil, Gotshal & Manges LLP (“Weil”) and Evercore Inc. — as
well as the D istrict Court Judge. The Court also denied a similar motion filed by the
Venezuela Parties. The Court also stated that it does not intend to rule on the Amber
Energy bid before November 21, 2025. Copies of the Court’s written opinion and order
will be posted here.
Gold Reserve respectfully disagrees with the ruling and continues to believe that the sale
process was plagued with significant conflicts of interest, including the $170 million in fees
collected by the Special Master’s advisors from affiliates of Elliott and the 2020
bondholders involved in Elliott’s bid, as revealed through the Company’s limited court -
authorized discovery. These concerns were referenced in the Court’s written opinion,
which noted:
“One lawyer, Jeffrey Saferstein, has represented Elliott and also Apollo Global
Management, a major investor in the Elliott Bid; prior to joining Weil, Saferstein
worked at another law firm, Paul, Weiss, Rifkind, Wharton, & Garrison, LLP, with
Michael Turkel, now of Elliott Management …In discovery, the Movants obtained
an email, showing that on the day before Topping Bids were due in the Sale
Process, a frustrated Turkel called Saferstein, seeking some level of assistance
with a bid Elliott planned to make… Saferstein thereafter wrote to his Weil
colleagues working with the Special Master to intone: ‘I [would] hate for them [i.e.,
Elliott] to not want to work with us.’ ”
The Company maintains its view that these and other conflicts undermine the fairness
and integrity of the Citgo sale process and intends to seek all appropriate appellate
remedies.
Separately, in Gold Reserve’s pending action in the Delaware Court of Chancery against
Rusoro Mining Ltd. for breach of the parties’ Consortium Agreement, the court declined
to expedite Gold Reserve’s motion for a preliminary injunction. The Court of Chancery
determined that it would await developments in the Citgo sale process before addressing
this.
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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 Special
Master may not recommend the Bid in the Final Recommendation; an objection to the Bid
may be upheld by the Court; 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 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 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:
(441) 295-4653
A.S. Cooper Building, 7th Floor, 26 Reid Street, Hamilton, HM 11, Bermuda