Gold Reserve Clarifies Amber Energy’s Lower Bid Consideration

09/03/2025 – 09:00 PM

PEMBROKE, Bermuda – Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) clarified today the purported consideration offered by Amber Energy as part of Amber Energy’s bid in ongoing legal proceedings related to Venezuelan assets.

Concerns arose following shareholder inquiries, media speculation, and analyst reports incorrectly indicating that Amber Energy’s proposal included a substantial $500 million cash payment directly to Gold Reserve. The company firmly refuted these claims.

According to Gold Reserve, Amber Energy’s offer outlines a recovery of only 15% on a potential $500 million claim amount, contingent on court and company approval. This nuanced distinction significantly alters the perceived value and immediate financial impact of the proposal.

Gold Reserve emphasized the importance of transparent communication with all stakeholders. “Any suggestion that the Amber Energy proposal would result in $500 million of cash consideration to Gold Reserve is misleading and does not reflect the actual terms presented to the Company,” the company stated, aiming to correct misinformation circulating in the market.

The underlying legal battle stems from Crystallex International Corporation v. Bolivarian Republic of Venezuela, 1:17-mc-00151-LPS (D. Del.), with complete details available through the Public Access to Court Electronic Records system.

Forward-Looking Statements and Cautionary Note:

As with any communication regarding potential acquisitions and legal proceedings, Gold Reserve included a cautionary statement regarding forward-looking statements. It highlighted inherent uncertainties and risks impacting potential outcomes. Factors such as the Special Master’s discretion, court approvals, regulatory hurdles (including necessary approvals from OFAC, the Committee on Foreign Investment in the United States, and the Federal Trade Commission), financing availability, and potential for unexpected costs or delays could drastically alter the final result. The statement also acknowledges the complexities arising from competing claims of creditors and the possibility that proceeds from any sale may be insufficient to satisfy Gold Reserve’s outstanding arbitral award.

Investors should be wary of overreliance on these forward-looking projections, according to the company. They are advised to consult the company’s Management Discussion & Analysis for the year ended December 31, 2024, and other reports filed on SEDAR+.

Analysis: The Devil’s in the Details

The discrepancy surrounding Amber Energy’s bid highlights the critical importance of scrutinizing the fine print in complex financial proposals. While the headline figure of $500 million might initially appear lucrative, the reality of a 15% recovery rate contingent on multiple approvals paints a considerably different picture. This maneuver could be interpreted as a strategic attempt by Amber Energy to either downplay ultimate financial obligation or to position themselves as a serious bidder without committing significant upfront capital.

The market response to Gold Reserve’s clarification will be telling. Investors will likely reassess the potential upside and downside of the Amber Energy bid, with careful consideration of the legal and regulatory hurdles involved. The ultimate outcome of the Crystallex v. Venezuela case, and Gold Reserve’s participation in related proceedings also hinges greatly on geopolitical factors impacting Venezuela and potentially also its creditors as well including legal decisions in the Delaware courts.