GOLD Reserve Provides Update ON Objections to the Special Master’S Final Recommendation in the Citgo Sale Process
GOLD RESERVE PROVIDES UPDATE ON OBJECTIONS TO THE SPECIAL
MASTER’S FINAL RECOMMENDATION IN THE CITGO SALE PROCESS
Pembroke, Bermuda – July 25, 2025 – Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX:
GDRZF) (“Gold Reserve” or the “Company”) announces that, pursuant to the schedule
set by the U.S. District Court for the District of Delaware (the “Court”), various parties filed
memoranda in support of objections to the Special Master’s Final Recommendation that
Gold Reserve’s U.S. acquisition subsidiary, Dalinar Energy Corporation, should be
selected by the Court to purchase the shares of PDV Holding, Inc. (“PDVH”), the indirect
parent company of CITGO Petroleum Corp. (“CITGO”).
The objections mostly tracked the “Notices of Objection” filed on July 7, 2025 (and
announced by the Company here) but, in a material change, Red Tree Investments LLC
(“Red Tree”) stated that ”it no longer objects on the basis that the Court should pick its
bid instead of Gold Reserve’s.” This means that the Gold Reserve / Dalinar Energy bid
recommended by the Special Master is the only conforming bid remaining in the Delaware
Sale Process.
The parties that filed memoranda in support of objections are as follows:
• Red Tree;
• Crystallex International Corporation;
• the ConocoPhillips companies (filed a “limited objection”);
• the ACL1 companies and OI European Group B.V. (both filed short joinders to
certain of the objections filed by Crystallex and the ConocoPhillips companies);
• the “Venezuela Parties” (the Bolivarian Republic of Venezuela, PDVSA, PDVH and
CITGO) (filed under seal); and
• the 2020 bondholders (joined by the Trustee and Collateral Agent for the 2020
bonds).
Under the Court’s schedule, responses to the objections are due by August 7, 2025, and
further briefing is then to take place in advance of the August 18, 2025 Sale Hearing. A
period of limited discovery regarding the objections is now ongoing.
A copy of the filings can be found 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 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 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