Gold Reserve Ltd., a Bermuda‑incorporated mining company listed on the TSX Venture Exchange, has filed a formal notice of appeal with the United States Court of Appeals for the Third Circuit. The appeal challenges the final sale order issued by the U.S. District Court for the District of Delaware on November 29, 2025, which authorized the transfer of the PDVH (Petroleos de Venezuela, S.A.) shares to Elliott/Amber Energy.
The appeal not only contests the November 29 order but also incorporates earlier rulings, including the district court’s November 25 opinion that approved Elliott’s $2 billion bid over Gold Reserve’s higher offer. The company argues that the court’s decision overlooked key contractual provisions and the strategic value of the assets.
Opposing the sale, the Venezuelan government and its state‑owned oil giant PDVSA, along with PDV Holding, Inc. and CITGO Petroleum, have also filed motions to stay the order pending resolution of the appeals. The combined legal effort underscores the geopolitical complexities surrounding Venezuela’s sovereign assets.
All filings are publicly accessible through the court’s electronic docket for Crystallex International Corporation v. Bolivarian Republic of Venezuela, case number 1:17‑mc‑00151‑LPS (D. Del.).
Business implications
The disputed PDVH shares represent a strategic foothold in Venezuela’s oil sector, a market that, despite sanctions, remains one of the world’s largest. For Gold Reserve, securing the shares would diversify its portfolio beyond gold mining and provide a potential revenue stream from oil royalties and downstream projects. Conversely, Elliott/Amber Energy’s acquisition signals a growing interest from private equity in distressed sovereign assets, a trend that could reshape investment patterns in emerging markets.
From a valuation perspective, the $2 billion bid reflects a discount of roughly 15 % to Gold Reserve’s proposed $2.3 billion offer, a gap the company attributes to miscalculations in the Special Master’s valuation methodology. Industry analysts note that the discount may be driven by perceived political risk, limited access to Venezuela’s refining capacity, and the impact of U.S. sanctions on oil exports.
Technical and legal analysis
The core of the appeal centers on the Special Master’s recommendation, which the district court adopted without a full evidentiary hearing on the contested valuation. Gold Reserve’s legal team argues that the Special Master failed to consider:
- The current and projected cash flows from PDVH’s existing oil production assets, adjusted for sanctions‑related constraints.
- The strategic synergy between Gold Reserve’s mining operations and potential integrated energy projects, which could reduce operating costs through shared infrastructure.
- Recent market data indicating a rebound in oil prices, which would materially affect the fair market value of the shares.
If successful, the appeal could set a precedent for how U.S. courts evaluate “fair market value” in cases involving sovereign‑owned assets under sanctions, potentially prompting a reassessment of similar sales of state‑linked entities worldwide.
Risk factors and forward‑looking statements
Gold Reserve cautions investors that forward‑looking statements are subject to significant uncertainties, including the outcome of the appeal, the enforceability of existing arbitration awards, and possible changes in U.S. sanctions policy. The company also notes that any proceeds from the Elliott/Amber Energy transaction may fall short of covering outstanding judgments from a 2014 arbitral award and a 2015 U.S. judgment.
Additional risks include potential delays in court‑ordered reporting timelines, the possibility of forfeiting deposited funds if the bid is not completed, and competing claims from other Venezuelan creditors that could affect the ultimate distribution of sale proceeds.
Conclusion
The appeal filed by Gold Reserve highlights the intricate intersection of geopolitics, legal frameworks, and high‑stakes investment strategies. As the case moves through the Third Circuit, market participants will be watching closely for indications of how U.S. courts balance sovereign immunity, sanctions compliance, and fair market valuation in the context of distressed asset sales.
Gold Reserve remains committed to pursuing all legal avenues to protect its interests and maximize shareholder value.
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