Gold Reserve Provides Update on Adjournment of August 18, 2025 Sale Hearing

National Post

17 hours ago

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PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) ('Gold Reserve' or the 'Company') announces that the U.S. District Court for the District of Delaware (the 'Court') issued an order today in which it adjourned the start of the Sale Hearing from the currently scheduled August 18, 2025, to an as-yet unspecified future date. The Court also requested further briefing from the parties, and scheduled an in-person hearing on August 18, 2025, on this and related issues.
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The Court stated its rationale for the adjournment as follows:
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The Court reaches this conclusion reluctantly, but in the face of the following realities: a Sale Hearing held on August 18 would be directed to evaluating whether to accept the Special Master's recommendation to approve the Dalinar Energy bid, but the Special Master has recently received an unsolicited bid he is currently evaluating and which he may determine is a 'Superior Proposal' to Dalinar's (as defined in the Dalinar SPA); if the Special Master determines he has received a Superior Proposal, Dalinar is entitled to time to match it; although all discovery undertaken and briefing received to date is directed to the Dalinar bid, there is some possibility the Special Master may no longer be recommending approval of that bid, which could render a Sale Hearing focused on the Dalinar bid unnecessary. While Gold Reserve may be correct that the unsolicited bid presently being evaluated is 'a non-actionable underbid' (O.I. 2050 at 2) (emphasis omitted), the Court is not able to make a determination on this point in time to go forward with a Sale Hearing four days from now, especially since the Special Master has not yet completed his evaluation of the unsolicited bid.
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The Court stated its 'inclinations as to appropriate next steps' as follows:
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At this time, the Court's inclinations as to the appropriate next steps are to: (i) order the Special Master to determine, no later than August 25, whether he is adhering to his recommendation of the Dalinar bid or, instead, has received a Superior Proposal; (ii) order the Special Master to submit, no later than August 29, a proposed schedule for additional limited discovery, if any, necessitated by whatever decision he has made by August 25 and any additional, streamlined briefing; (iii) reschedule the Sale Hearing for some or all of the following dates: September 15-18, October 20-23; (iv) require any entity intending to participate in the Sale Hearing to request a specific, total number of hours it will use at the hearing for its examination of witnesses and argument (to include opening statements and closing arguments); and (v) provide a schedule and page limits for expedited post-hearing briefing and submission of proposed findings of fact.
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The Court summarized its Order, and requested further briefing from the Special Master and parties on the foregoing inclinations, as follows:
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ORDER: The Sale Hearing is CONTINUED to a date to be determined by separate order, after the Court receives additional input from the Special Master, Sale Process Parties, Additional Judgment Creditors, and any other interested entity. IT IS FURTHER ORDERED that the Saturday, August 16 deadline for sur-replies in response to pending objections is VACATED. The Court will hold an in-person hearing on Monday, August 18, at 10:00 a.m. at the J. Caleb Boggs Federal Building, Courtroom 2A. The hearing is not an evidentiary hearing and all witnesses who were planning to testify are excused from appearing in Wilmington next week. The Special Master and Sale Process Parties shall, and any Additional Judgment Creditor or other interested entity may, (i) file opening briefs regarding the above inclinations, not to exceed 5 pages, no later than Saturday, August 16, at 12:00 p.m., and (ii) file response briefs, not to exceed 3 pages, no later than Sunday, August 17, at 5:00 p.m.
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A copy of the Court's Order, the adjournment request, and the Company's opposition to the adjournment request will be posted shortly here.
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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.
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Cautionary Statement Regarding Forward-Looking statements
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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').
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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
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; 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 www.sedarplus.ca.
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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.
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