Rusoro Mining (ticker: RMLFF) disclosed that a U.S. District Court in Delaware issued a Sale Order on November 29, 2025, authorizing the transfer of PDV Holding shares to Amber MSub LLC. The transaction is designed to satisfy multi‑billion‑dollar judgments levied against the Venezuelan state and its oil company, PDVSA.
The proceeds are projected to extinguish roughly $5.892 billion in outstanding judgments. Rusoro’s own U.S. judgment, now valued at about $1.55 billion with accrued interest, will be settled through a $400 million cash payment at closing, a $650 million convertible‑note package, and equity warrants in Amber. The notes carry an initial principal of $3.65 billion (subject to flex) and a liquidation‑preference structure tied to either a multiple of principal or a target internal rate of return.
The Republic of Venezuela, PDVSA, PDV Holding and Citgo have filed an appeal to the Sale Order, and the deal remains contingent on approval from the U.S. Treasury’s Office of Foreign Assets Control (OFAC).
Positive
- Sale expected to wipe out $5.892 billion of judgments.
- Rusoro’s $1.55 billion judgment will be satisfied.
- Immediate cash infusion of $400 million at closing.
- Additional $650 million in convertible notes provides upside potential.
- Equity warrants give Rusoro a foothold in the purchaser.
Negative
- Appeal filed by the Venezuelan government and related entities.
- Transaction still requires OFAC clearance, introducing regulatory risk.
- Rusoro’s judgment value is approximately $650 million short of the original arbitration award.
Vancouver, British Columbia—Rusoro Mining Ltd. (TSXV: RML) announced that on November 29, 2025 the U.S. District Court for the District of Delaware, presided over by Judge Leonard P. Stark, entered a Sale Order permitting the sale of PDV Holding, Inc. (the U.S. subsidiary of Petróleos de Venezuela, S.A.) to Amber MSub LLC. The order concludes a multi‑year litigation effort aimed at monetizing the attached PDV Holding shares to satisfy judgments totaling nearly $6 billion against the Bolivarian Republic of Venezuela and its state oil company.
Under the court‑appointed Special Master’s recommendation, Amber’s bid will generate sufficient proceeds to retire the full $5.892 billion judgment pool. Rusoro, whose judgment against the Republic now stands at roughly $1.55 billion, will receive $400 million in cash and $650 million in convertible notes at closing, together with warrants for Amber equity. The notes, initially sized at $3.65 billion, include a flexible principal amount and a liquidation‑preference mechanism that favors the higher of a predetermined multiple on principal or a target internal rate of return, providing downside protection while preserving upside participation in any future appreciation of Amber’s capital structure.
Strategically, the transaction offers Rusoro immediate liquidity and a potential equity upside, but it also exposes the company to several layers of risk. The appeal filed on December 1 by the Venezuelan government, PDVSA, PDV Holding and Citgo introduces litigation risk that could delay or unwind the Sale Order. Moreover, OFAC approval remains a prerequisite; any adverse determination could halt the deal or impose additional compliance constraints.
From a market perspective, the infusion of $400 million cash bolsters Rusoro’s balance sheet, improving its debt‑service capacity and enabling continued investment in its core mining projects. The convertible notes, priced in a market where credit spreads remain volatile, could become an attractive instrument if interest rates stabilize or decline, enhancing the overall recovery value beyond the headline $1.55 billion judgment figure. However, the $650 million shortfall relative to the original arbitration award highlights the financial impact of lower interest accrual rates applied by U.S. courts, underscoring the importance of pursuing additional enforcement avenues.
The outcome of the OFAC review and the appellate proceedings will be pivotal for investors. A favorable ruling could unlock a near‑complete settlement of the judgments, improving creditor confidence and potentially supporting Rusoro’s share price. Conversely, regulatory or legal setbacks could prolong the litigation timeline, increase legal expenses, and sustain uncertainty around the ultimate recoverable amount.
FAQ
What did Rusoro announce on December 2, 2025 regarding Citgo?
A U.S. court authorized the sale of PDV Holding shares to Amber, creating a pathway to satisfy multi‑billion‑dollar judgments, including Rusoro’s.
How much will Rusoro receive from the PDV Holding sale at closing?
Rusoro will receive $400 million in cash and $650 million in convertible notes, together with equity warrants.
Does the PDV Holding sale fully satisfy Rusoro’s arbitration award?
The sale will satisfy Rusoro’s U.S. judgment of approximately $1.55 billion, which remains about $650 million below the original arbitration award due to lower interest accrual.
What legal or regulatory hurdles remain for Rusoro’s recovery?
The Sale Order is under appeal, and the transaction still requires OFAC approval.
What is the total judgment amount the PDV Holding sale aims to extinguish?
The sale is structured to generate proceeds sufficient to extinguish $5.892 billion in judgments.
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