Gold Reserve Provides Update on CITGO Sale

08/13/2025 – 03:35 PM

PEMBROKE, Bermuda – Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) is navigating a high-stakes legal battle for PDV Holding, Inc. (PDVH), the indirect parent of CITGO Petroleum Corp. The drama unfolded after the Special Master recommended Gold Reserve’s subsidiary, Dalinar Energy Corporation, to acquire PDVH shares for $7.382 billion. This recommendation, however, isn’t a done deal and is set for a critical Sale Hearing before the U.S. District Court for the District of Delaware, slated to begin August 18, 2025.

The plot thickened on August 12, 2025, when Red Tree Investments (“Red Tree”) threw a wrench in the works. In a letter submitted to the Court, Red Tree revealed a competing bid from Amber Energy submitted “last weekend.” The letter alluded to a $5.859 billion offer coupled with a potential settlement of $2.587 billion in claims against PDVSA by the 2020 bondholders. Gold Reserve has not been privy to this new bid. Should this Amber Energy bid gain traction, be endorsed by the Special Master, and ultimately accepted by the Court, Gold Reserve risks walking away empty-handed regarding its Attached Judgment in the CITGO Sale Process. A copy of Red Tree’s letter can be reviewed here.

August 13, 2025, saw further twists. The Special Master, responding to Red Tree’s disclosure, accused the firm of an “unauthorized disclosure of confidential information regarding a competing proposal.” Calling for a tactical pause, the Special Master requested the Court to postpone the scheduled status conference. This delay allows the Special Master to reassess the situation and file an “updated proposal” regarding the status conference and sale hearing procedures by Thursday, August 14, 2025, at 4:00 p.m. The Special Master’s official response is available here.

The Court agreed, rescheduling the status conference for Friday, August 15, at 10:00 a.m. Details of the Court’s order can be accessed here.

Not one to be silenced, Gold Reserve also responded to the Red Tree letter, arguing that the letter was “improper for multiple reasons,” and that the described Amber Energy bid doesn’t warrant any postponement of the Sale Hearing. Furthermore, Gold Reserve contends that the Amber Energy bid, as described, violates the bidding procedures and protections established by the Court and counters the terms of the Stock Purchase Agreement between Dalinar Energy and the Special Master. Therefore, the company says, the bid should be considered non-actionable. Gold Reserve emphasizes that any unsolicited competing bid must surpass the purchase price of Dalinar Energy’s Final Recommended Bid. According to the Company, the Amber Energy offer, as reported, falls short by $1.523 billion, being valued at $5.859 billion compared to Dalinar Energy’s $7.382 billion. Gold Reserve also contests Red Tree’s assertion that the “actual price of the Amber Energy bid is $5.859 billion, not $8.821 billion.” The company’s formal response is available here.

Gold Reserve anticipates continued back-and-forth between the involved parties. The company acknowledges that it may not see eye-to-eye with all parties regarding the Red Tree letter or the rumored Amber Energy bid and that any disputes may ultimately require resolution by the Court.

Detailed information regarding the Delaware sale proceedings can be found on the Public Access to Court Electronic Records system under Crystallex International Corporation v. Bolivarian Republic of Venezuela, 1:17-mc-00151-LPS (D. Del.) and 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, articulating Gold Reserve’s and its management’s intentions, hopes, beliefs, expectations, or predictions for the future. These types of statements are based on estimates and assumptions that, while currently deemed reasonable by management, are subject to business, economic, and competitive uncertainties. Characteristics of forward-looking statements include the use of terms like “anticipates,” “plan,” “continue,” “expect,” “project,” “intend,” “believe,” “anticipate,” “estimate,” “may,” “will,” “potential,” “proposed,” “positioned,” and similar wording.

Investors should be aware that such forward-looking statements involve known and unknown risks, uncertainties, and other risk factors that could lead to significantly different outcomes for Gold Reserve compared to those expressed or implied. Potential factors influencing these outcomes encompass, but are not limited to, the Special Master’s discretion in considering the Bid and entering related negotiations, the possibility of the Court’s rejection of the Bid as the “Final Recommend Bid” under the Bidding Procedures, and the inability to finalize the deal due to regulatory hurdles from entities like the U.S. Office of Foreign Asset Control (“OFAC”), the U.S. Committee on Foreign Investment in the United States, or the U.S. Federal Trade Commission, among others. Further complicating matters are potential issues such as insufficient equity and/or debt financing, shareholders’ approval, unexpected costs, potential business disruptions, or failure to enforce the granted writ of attachment. Also, of concern are meeting the specified report timelines during the Sale Process, successfully navigating the Sale Process, determining the proceeds, the competing creditor claims leveled against of Venezuela and PDVSA and uncertainties regarding possible settlements impacting Sale Process funding, and bankruptcy ramifications. These elements may prevent the Company from recouping the full amount of the 2014 arbitral award and subsequent U.S. judgment. Consider this list as non-exhaustive. For a more comprehensive discussion of the potential risk factors affecting Gold Reserve’s business, consult the Company’s Management’s Discussion & Analysis for the year ended December 31, 2024, as well as other reports filed on SEDAR+ at www.sedarplus.ca.

Readers are urged to exercise caution when placing reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Gold Reserve or entities acting on its behalf are expressly qualified in entirety by this notice. Gold Reserve holds no obligation or intention to update or revise any forward-looking statements, whether as a result of new information, subsequent events, or other factors, except as mandated by the statutes of 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.

Gold Reserve Provides Update on CITGO Sale