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Globe and Mail
03-07-2025
- Business
- Globe and Mail
Gold Reserve Announces US$7.382 Billion Citgo Bid Recommendation
Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) announced today that its U.S. acquisition subsidiary, Dalinar Energy Corporation, is the Final Recommended Bidder for the purchase of shares of PDV Holding, Inc., the indirect parent company of CITGO Petroleum Corp. The selection of the U.S.-based Dalinar was made public today in the Notice of Final Recommendation filed by the Special Master appointed by the U.S. District Court for the District of Delaware, which is overseeing the sale process. This represents a significant milestone in Gold Reserve's nearly 15-year legal journey. A copy of the Special Master's Final Recommendation and supporting materials, including Dalinar's bid materials, can be found here. For further information regarding Dalinar, visit: 'We are thankful for all of the efforts of the Special Master and his advisors to reach today's final US$7.382 billion bid recommendation. We believe the recommendation acknowledges the strength of Dalinar's bid,' said Paul Rivett, Gold Reserve's Executive Vice Chairman. Mr. Rivett continued, 'Our bid satisfies creditors further down the waterfall than was ever contemplated by any prior bid since the inception of the Delaware sale process. Gold Reserve is thankful to our consortium partners, financial counterparties, and other stakeholders who steadfastly supported us through the years and made today's bid recommendation possible. Above all, we are very grateful to the team members that worked tirelessly to achieve this outcome, and to Gold Reserve's supportive shareholders who kept the faith and believed in us through tough times, some for many thankless decades. We look forward to the Court's decision in August and getting closer to finally closing this chapter in Gold Reserve's long history.' Dalinar's bid is supported by a consortium that includes judgment creditors Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl, and Siemens Energy, Inc. The bid's stated net purchase price is US$7.382 billion 1, significantly higher than the US$3.7 billion stalking horse bid submitted by Red Tree Investments earlier this year. At closing, Gold Reserve will own approximately 44% of Dalinar's common equity, representing 85% of the voting shares. 2 In addition, Gold Reserve will hold at least $150 million of $1.5 billion of preferred equity securities in Dalinar or one of its subsidiaries. Dalinar's US$7.382 billion bid benefits several parties by satisfying in full, in cash, or non-cash consideration, Gold Reserve's attached judgment, the attached judgments of all creditors senior to Gold Reserve in the court-approved priority waterfall, and the attached judgment of junior creditor Siemens Energy, Inc. The Dalinar bid includes a combination of equity and debt financing. A consortium of lenders, led by J.P. Morgan and TD Bank and including Sumitomo Mitsui Banking Corporation (SMBC), have provided commitments for the full amount of the anticipated debt financing. 'We would like to specifically acknowledge the overwhelming effort and belief in this bid demonstrated by Meghann Altman and Keith Canton at J.P. Morgan from the outset of our submissions last year, and more recently, John Prato at TD Bank, who worked to bolster our financing at a crucial time this year that allowed us to remain competitive', said Paul Rivett. 'All financial institutions are not equal and in the end it is the people in those institutions that provide for greatness at crucial times.' The Delaware Court is scheduled to hold a Sale Hearing on August 18, 2025. The specific terms of the Dalinar bid are governed by a stock purchase agreement between Dalinar and the Special Master that can be viewed here. Dalinar's purchase of the PDVH shares is subject to closing conditions and regulatory approvals, including but not limited to approval by the U.S. Department of Treasury' s Office of Foreign Assets Control (OFAC). Gold Reserve wishes to thank the teams at Citgo Petroleum for their strong support for the business and its stakeholders throughout this extenuated process. We look forward to working with these professionals at Citgo Petroleum in the months and years to come. Gold Reserve will continue to provide periodic updates regarding the sale process as additional information becomes available. For further information regarding Gold Reserve Ltd., visit _________________________ 1 Value calculated as of June 30, 2026 for illustrative purposes only. Claims and purchase price to be adjusted to reflect accrued judgement interest at time of closing. 2 Common equity ownership % is based on basic shares outstanding at closing and is before any dilution and other contractual entitlements. 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 Company 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 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.
National Post
03-07-2025
- Business
- National Post
Gold Reserve Announces US$7.382 Billion Citgo Bid Recommendation
Article content Decision represents a Significant Milestone in 15-year legal journey Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) announced today that its U.S. acquisition subsidiary, Dalinar Energy Corporation, is the Final Recommended Bidder for the purchase of shares of PDV Holding, Inc., the indirect parent company of CITGO Petroleum Corp. Article content Article content The selection of the U.S.-based Dalinar was made public today in the Notice of Final Recommendation filed by the Special Master appointed by the U.S. District Court for the District of Delaware, which is overseeing the sale process. This represents a significant milestone in Gold Reserve's nearly 15-year legal journey. A copy of the Special Master's Final Recommendation and supporting materials, including Dalinar's bid materials, can be found here. 'We are thankful for all of the efforts of the Special Master and his advisors to reach today's final US$7.382 billion bid recommendation. We believe the recommendation acknowledges the strength of Dalinar's bid,' said Paul Rivett, Gold Reserve's Executive Vice Chairman. Mr. Rivett continued, 'Our bid satisfies creditors further down the waterfall than was ever contemplated by any prior bid since the inception of the Delaware sale process. Gold Reserve is thankful to our consortium partners, financial counterparties, and other stakeholders who steadfastly supported us through the years and made today's bid recommendation possible. Above all, we are very grateful to the team members that worked tirelessly to achieve this outcome, and to Gold Reserve's supportive shareholders who kept the faith and believed in us through tough times, some for many thankless decades. We look forward to the Court's decision in August and getting closer to finally closing this chapter in Gold Reserve's long history.' Article content Dalinar's bid is supported by a consortium that includes judgment creditors Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl, and Siemens Energy, Inc. The bid's stated net purchase price is US$7.382 billion 1, significantly higher than the US$3.7 billion stalking horse bid submitted by Red Tree Investments earlier this year. At closing, Gold Reserve will own approximately 44% of Dalinar's common equity, representing 85% of the voting shares. 2 In addition, Gold Reserve will hold at least $150 million of $1.5 billion of preferred equity securities in Dalinar or one of its subsidiaries. Article content Dalinar's US$7.382 billion bid benefits several parties by satisfying in full, in cash, or non-cash consideration, Gold Reserve's attached judgment, the attached judgments of all creditors senior to Gold Reserve in the court-approved priority waterfall, and the attached judgment of junior creditor Siemens Energy, Inc. Article content The Dalinar bid includes a combination of equity and debt financing. A consortium of lenders, led by J.P. Morgan and TD Bank and including Sumitomo Mitsui Banking Corporation (SMBC), have provided commitments for the full amount of the anticipated debt financing. Article content 'We would like to specifically acknowledge the overwhelming effort and belief in this bid demonstrated by Meghann Altman and Keith Canton at J.P. Morgan from the outset of our submissions last year, and more recently, John Prato at TD Bank, who worked to bolster our financing at a crucial time this year that allowed us to remain competitive', said Paul Rivett. 'All financial institutions are not equal and in the end it is the people in those institutions that provide for greatness at crucial times.' Article content The Delaware Court is scheduled to hold a Sale Hearing on August 18, 2025. Article content The specific terms of the Dalinar bid are governed by a stock purchase agreement between Dalinar and the Special Master that can be viewed here. Article content Dalinar's purchase of the PDVH shares is subject to closing conditions and regulatory approvals, including but not limited to approval by the U.S. Department of Treasury' s Office of Foreign Assets Control (OFAC). Article content Gold Reserve wishes to thank the teams at Citgo Petroleum for their strong support for the business and its stakeholders throughout this extenuated process. We look forward to working with these professionals at Citgo Petroleum in the months and years to come. Article content Gold Reserve will continue to provide periodic updates regarding the sale process as additional information becomes available. Article content Cautionary Statement Regarding Forward-Looking statements Article content 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'). Article content 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 Company 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 Article content ) Article content ; 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 Article content 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. Article content Article content
National Post
16-06-2025
- Business
- National Post
Further Updated Briefing and Discovery Schedule for Citgo Sale Hearing
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (' Gold Reserve ' or the ' Company ') announces that on June 13, 2025 the U.S. District Court for the District of Delaware (the ' Court ') issued an order adopting the below further revised schedule for briefing and discovery deadlines proposed by the Special Master. This proposal came after the Venezuela Parties filed a motion to reconsider the prior scheduling order entered on June 11, 2025. The expiration of the Topping Period on June 18, 2025 and the rescheduled start date for the Sale Hearing on August 18, 2025 are unchanged. Article content Event Deadline Deadline for the Special Master to submit his Final Recommendation July 2 Deadline to serve written discovery on the party (or parties) whose bid is selected as the Final Recommendation July 7 Opening expert reports due July 7 Deadline for the filing of any notice of objections to the Special Master's Final Recommendation. The notice must state with particularity the bases for each objection known at that time. Parties may only seek discovery that is reasonably related to the issues raised in the initial notices of objections that are filed on July 7. July 7 Deadline for any Competing Objector to disclose its own bid materials (such materials to be commensurate with those disclosed by the Special Master of the recommended bid) July 9 Deadline to serve written discovery on a Competing Objector July 11 Deadline to serve responses and objections for discovery requests served after the Final Recommendation July 15 Deadline to meet and confer regarding the scope of discovery to be produced in response to discovery requests served after submission of the Final Recommendation July 16 Deadline to complete document productions in response to discovery requests served before the submission of the Final Recommendation and substantially complete document productions in response to discovery requests served after the submission of the Final Recommendation July 18 Deadline to serve witness disclosures pursuant to FRCP 26(a)(3) July 18 Deadline to notice witness depositions July 21 Deadline to serve responsive expert reports July 21 Deadline for the filing of memoranda in support of any objections to the Special Master's Final Recommendation July 23 Deadline to serve reply expert reports, if any July 25 Conclusion of the discovery period July 31 Deadline for the filing of responses to objections to the Special Master's Final Recommendation August 6 Deadline for the filing of replies regarding any objections to the Special Master's Final Recommendation August 12 Deadline for the Special Master to submit Joint Status Report August 13 Deadline to disclose exhibits pursuant to FRCP 26(a)(3) August 13 Deadline for the filing of sur-replies to replies regarding any objections to the Special Master's Final Recommendation (only to the extent new arguments are raised in reply briefing) August 15 Deadline to serve objections to FRCP 26(a)(3) exhibit disclosures August 15 Commencement of the Sale Hearing August 18 Article content Article content A copy of the Court's complete order can be found here. Article content 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. Article content 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'). Article content 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 and that the Special Master may reject the Bid at any time; the Special Master may choose not to recommend a Base Bid or Final Bid to the Court; the failure of the Company to negotiate the Bid, including as a result of failing to obtain sufficient equity and/or debt financing; that Bid submitted by the Company will not be selected as the 'Base Bid' or the 'Final Recommend Bid' under the Bidding Procedures, and if selected may not close due to the Sale Process not being completed, including as a result of not obtaining necessary regulatory approval to close on the purchase of the PDVH shares, 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 Company or any other party to obtain any required shareholders approvals for, or satisfy other conditions to effect, any transaction resulting from the Bid; that the Company 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 Article content 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. Article content Article content Article content
National Post
11-06-2025
- Business
- National Post
Updated Briefing and Discovery Schedule for CITGO Sale Hearing
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (' Gold Reserve ' or the ' Company ') announces that the U.S. District Court for the District of Delaware (the ' Court ') issued an order adopting the following revised schedule for briefing and discovery deadlines proposed by the Special Master given the expiration of the Topping Period on June 18, 2025 and rescheduled start date for the Sale Hearing to August 18, 2025, as previously announced here. Article content Event Deadline Deadline for the Special Master to submit his Final Recommendation July 2 Deadline to serve written discovery on the party (or parties) whose bid is selected as the Final Recommendation July 7 Opening expert reports due July 7 Deadline for the filing of any objections to the Special Master's Final Recommendation July 9 Deadline for any Competing Objector to disclose its own bid materials (such materials to be commensurate with those disclosed by the Special Master of the recommended bid) July 9 Deadline to serve written discovery on a Competing Objector July 11 Deadline to serve responses and objections for discovery requests served after the Final Recommendation July 15 Deadline to meet and confer regarding the scope of discovery to be produced in response to discovery requests served after submission of the Final Recommendation July 16 Deadline to serve witness disclosures pursuant to FRCP 26(a)(3) July 18 Deadline to notice witness depositions July 21 Deadline to serve responsive expert reports July 21 Deadline to complete document productions in response to discovery requests served before the submission of the Final Recommendation and substantially complete document productions in response to discovery requests served after the submission of the Final Recommendation July 22 Deadline to serve reply expert reports, if any July 25 Conclusion of the discovery period July 31 Deadline for the filing of responses to objections to the Special Master's Final Recommendation August 1 Deadline for the filing of replies regarding any objections to the Special Master's Final Recommendation August 8 Deadline for the filing of sur-replies to replies regarding any objections to the Special Master's Final Recommendation (only to the extent new arguments are raised in reply briefing) August 12 Deadline for the Special Master to submit Joint Status Report August 13 Deadline to disclose exhibits pursuant to FRCP 26(a)(3) August 13 Deadline to serve objections to FRCP 26(a)(3) exhibit disclosures August 15 Commencement of the Sale Hearing August 18 Article content Article content A copy of the Court's complete order can be found here. Article content 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. Article content 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'). Article content 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 and that the Special Master may reject the Bid at any time; the Special Master may choose not to recommend a Base Bid or Final Bid to the Court; the failure of the Company to negotiate the Bid, including as a result of failing to obtain sufficient equity and/or debt financing; that Bid submitted by the Company will not be selected as the 'Base Bid' or the 'Final Recommend Bid' under the Bidding Procedures, and if selected may not close due to the Sale Process not being completed, including as a result of not obtaining necessary regulatory approval to close on the purchase of the PDVH shares, 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 Company or any other party to obtain any required shareholders approvals for, or satisfy other conditions to effect, any transaction resulting from the Bid; that the Company 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 Article content 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. Article content Article content Article content Article content
Associated Press
07-04-2025
- Business
- Associated Press
Delaware Court Provides for CITGO Sale Process Hearing
PEMBROKE, Bermuda--(BUSINESS WIRE)--Apr 7, 2025-- Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (' Gold Reserve ' or the ' Company ') announces that on April 5, 2025 the U.S. District Court for the District of Delaware (the ' Court ') issued an order scheduling a hearing on the objections to the recommendation made by the Special Master to select the bid made by Red Tree Investments, an indirect subsidiary of Contrarian Capital Management, LLC, to be the stalking horse bidder for the purchase of the shares of PDV Holding, Inc. (' PDVH '), the indirect parent company of CITGO Petroleum Corp. Gold Reserve, its consortium members and other parties filed their objections to the Special Master's recommendation on March 31, 2025. The Special Master and other parties filed their responses to the objections on April 3, 2025. Gold Reserve, its consortium members and other parties filed their replies in support of the objections on April 4, 2025. Copies of the objections, responses to the objections and replies in support of the objections can be found at The Court set the hearing for April 17, 2025 in Wilmington, Delaware. In the Court's order scheduling the hearing, the Court also identified certain issues regarding the Special Master's recommendation that were raised in the objections and scheduled pre-hearing briefing on the same. A copy of the Court's order can be found at 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 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 and that the Special Master may reject the Bid at any time; the Special Master may choose not to recommend a Base Bid or Final Bid to the Court; the failure of the Company to negotiate the Bid, including as a result of failing to obtain sufficient equity and/or debt financing; that Bid submitted by the Company will not be selected as the 'Base Bid' or the 'Final Recommend Bid' under the Bidding Procedures, and if selected may not close due to the Sale Process not being completed, including as a result of not obtaining necessary regulatory approval to close on the purchase of the PDVH shares, 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 Company or any other party to obtain any required shareholders approvals for, or satisfy other conditions to effect, any transaction resulting from the Bid; that the Company 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 Annual Information Form on Form 40-F and Management's Discussion & Analysis for the year ended December 31, 2023 and other reports that have been filed on SEDAR+ and are available under the Company's profile at and which have been filed on EDGAR and are available under the Company's profile at 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 the Securities and Exchange Commission and 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. View source version on CONTACT: For further information regarding Dalinar Energy, visit: (800) 625-9550 Rosebank Centre, 5th Floor, 11 Bermudiana Road, Pembroke HM 08, [email protected] KEYWORD: CARIBBEAN UNITED STATES BERMUDA NORTH AMERICA DELAWARE SOURCE: Gold Reserve Ltd. Copyright Business Wire 2025. PUB: 04/07/2025 07:45 AM/DISC: 04/07/2025 07:45 AM
