Gold Reserve Files Response to Notice of Unsolicited Non-conforming Bid in the CITGO Sale Process
PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) ('Gold Reserve' or the 'Company') announces that today it filed a response to the Special Master's notice of an unsolicited, competing proposal to purchase the shares of PDV Holding, Inc. ('PDVH'), the indirect parent company of CITGO Petroleum Corp (the 'Unsolicited Proposal'). As previously announced by the Company here, the Special Master has not deemed the Unsolicited Proposal to be a Superior Proposal.
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Gold Reserve's response included the following points:
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In order for the Unsolicited Proposal to be deemed a Superior Proposal it must, among other things, meet the following requirements: (a) its value must meet or exceed the Purchase Price of the Dalinar Bid of $7.382 billion (using the valuation date of June 30, 2026); (b) its value must also include the 'Overbid Minimum,' which consists of the $30 million Expense Reimbursement to Dalinar Energy plus $50 million to the Attached Judgment Creditors; (c) it must agree to pay the $75 million termination fee to the Stalking Horse bidder (Red Tree); and (d) it must agree to pay the $50 million deposit.
Under Delaware law, the Court cannot compel a senior creditor to accept any non-cash consideration. Accordingly, if the Unsolicited Proposal intends to meet or exceed the purchase price of the Dalinar Energy bid with non-cash consideration, such non-cash consideration must be agreed to by any senior creditor. If a senior creditor, such as Gold Reserve, does not consent to accept any such non-cash consideration, the Unsolicited Proposal is dead on arrival. For clarity, Gold Reserve has not agreed to accept non-cash consideration.
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A copy of Gold Reserve's response can be found 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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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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Management believes that the following non-GAAP financial measures provide investors with additional useful information in evaluating the Company's performance and valuation. See the reconciliation of non-GAAP financial measures to the most comparable GAAP financial measure, including those measures presented as part of the Company's 2025 Financial Outlook, in the section titled 'Non-GAAP Reconciliation' below. Adjusted Gross Margin The Company uses Adjusted Gross Margin, a non-GAAP financial measure, which it defines as revenues less cost of LNG, gas and power and operating expenses, excluding depreciation and amortization, to measure its operational financial performance. Management believes Adjusted Gross Margin is useful because it provides insight into profitability and true operating performance excluding the implications of the historical cost basis of the Company's assets. Adjusted Net Income The Company uses Adjusted Net Income, a non-GAAP financial measure, which it defines as net income plus tax-effected transition and transaction expenses. Management believes Adjusted Net Income is useful because it provides insight into profitability excluding the impact of non-recurring charges related to the Jamaica acquisition. Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because management believes it is a useful indicator of the Company's operating performance. The Company defines Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance. The Company adjusts net income for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of the Company's operating performance or liquidity. This measure has limitations as certain excluded items are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. The Company's presentation of Adjusted EBITDA should not be construed as an inference that its results will be unaffected by unusual or non-recurring items. 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All statements other than statements of historical fact contained in this press release, including, without limitation, statements regarding: the ongoing integration of the Jamaica acquisition; our future results of operations or financial condition, business strategy and plans, expansion plans and strategy, both generally and specifically in the Caribbean region; economic conditions, both generally and in particular in the regions in which we operate or plan to operate; the use of the new LNG carrier Excelerate Shenandoah; plans for the reliquefaction unit on the floating regasification terminal Experience; and projections regarding annual dividend rate growth, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as 'anticipate,' 'believe,' 'consider,' 'contemplate,' 'continue,' 'could,' 'estimate,' 'expect,' 'intend,' 'may,' 'plan,' 'potential,' 'predict,' 'project,' 'should,' 'target,' 'will' or 'would' or the negative of these words or other similar terms or expressions. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under 'Risk Factors' in Excelerate's Annual Report on Form 10‐K for the year ended December 31, 2024, our other filings with the Securities and Exchange Commission (the 'SEC'), and those identified in this press release, including, but not limited to, the following: our ability to successfully complete and realize the anticipated benefits of the Jamaica acquisition, our ability to manage integration risks of the Jamaica acquisition; unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed receipt of payment or existing or anticipated project cancellation; the competitive market for liquefied natural gas ('LNG') regasification services; changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our assets; risks associated with conducting business outside of the United States, including political, legal and economic risk; our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services; our ability to access financing on favorable terms; our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing, or refinancing credit facilities upon maturity; our financing agreements, which include financial restrictions and covenants and are secured by certain of our floating regasification terminals; our ability to enter into or extend contracts with customers and our customers' failure to perform their contractual obligations; our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations or at attractive prices; our ability to maintain relationships with our existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain; the technical complexity of our infrastructure assets; the risks inherent in operating our infrastructure assets; customer termination rights in our contracts; adverse effects on our operations due to disruption of third-party facilities; infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism; shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our floating regasification terminals; acts of terrorism, war or political or civil unrest; compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations; and other risks, uncertainties and factors set forth in any of our filings with the SEC. These risks and uncertainties are described more fully in our other filings with the SEC, including our most recent Annual Report on Form 10-K. All forward-looking statements are based on assumptions or judgments about future events that may or may not be correct or necessarily take place and that are by their nature subject to significant uncertainties and contingencies, many of which are outside the control of Excelerate. The occurrence of any such factors, events or circumstances would significantly alter the results set forth in these statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. For example, the current global economic uncertainty and geopolitical climate, including wars and conflicts, and world or regional health events, including pandemics and epidemics and governmental and third-party responses thereto, may give rise to risks that are currently unknown or amplify the risks associated with many of the foregoing events or factors. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. In addition, statements that 'we believe' and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. While we believe that the statements provided herein are supported by information obtained in a reasonable manner, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments. For the three months ended June 30, 2025 March 31, 2025 June 30, 2024 (In thousands, except share and per share amounts) Revenues Terminal services $ 148,833 $ 148,365 $ 150,987 LNG, gas and power 55,723 166,725 32,346 Total revenues 204,556 315,090 183,333 Operating expenses Cost of LNG, gas and power (exclusive of items below) 40,427 160,759 31,173 Operating expenses 46,023 41,938 46,579 Depreciation and amortization 25,518 21,643 30,400 Selling, general and administrative expenses 21,543 21,352 25,300 Transition and transaction expenses 27,659 3,682 — Total operating expenses 161,170 249,374 133,452 Operating income 43,386 65,716 49,881 Other income (expense) Interest expense (20,683 ) (11,058 ) (12,057 ) Interest expense – related party (3,249 ) (3,258 ) (3,419 ) Earnings from equity method investment 600 596 592 Other income, net 6,285 6,154 5,707 Income before income taxes 26,339 58,150 40,704 Provision for income taxes (5,574 ) (6,027 ) (7,427 ) Net income 20,765 52,123 33,277 Less net income attributable to non-controlling interests 16,036 40,736 26,605 Net income attributable to shareholders $ 4,729 $ 11,387 $ 6,672 Net income per common share – basic $ 0.15 $ 0.48 $ 0.27 Net income per common share – diluted $ 0.15 $ 0.46 $ 0.26 Weighted average shares outstanding – basic 31,489,508 23,900,116 25,175,057 Weighted average shares outstanding – diluted 32,162,826 106,751,592 25,338,067 Excelerate Energy, Inc. Consolidated Balance Sheets (Unaudited) June 30, 2025 December 31, 2024 (Unaudited) ASSETS (In thousands) Current assets Cash and cash equivalents $ 425,998 $ 537,522 Current portion of restricted cash 3,245 2,612 Accounts receivable, net 78,831 119,960 Current portion of net investments in sales-type leases 45,367 43,471 Other current assets 55,898 50,714 Total current assets 609,339 754,279 Restricted cash 14,838 14,361 Property and equipment, net 2,098,767 1,622,896 Intangible assets, net 365,378 — Goodwill 249,240 — Operating lease right-of-use assets 177,123 4,563 Net investments in sales-type leases 353,817 376,814 Investments in equity method investee 19,801 19,295 Deferred tax assets, net 31,295 27,559 Other assets 90,482 63,448 Total assets $ 4,010,080 $ 2,883,215 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 20,586 $ 7,135 Accrued liabilities and other liabilities 101,902 70,022 Current portion of deferred revenues 34,670 58,185 Current portion of long-term debt 20,097 46,793 Current portion of long-term debt – related party 9,291 8,943 Current portion of operating lease liabilities 23,217 1,551 Current portion of finance lease liabilities 24,212 23,475 Total current liabilities 233,975 216,104 Long-term debt, net 926,141 286,760 Long-term debt, net – related party 156,836 161,952 Operating lease liabilities 149,098 3,447 Finance lease liabilities 156,457 167,908 TRA liability 58,955 58,736 Asset retirement obligations 50,163 43,690 Long-term deferred revenues 27,430 27,722 Other long-term liabilities 101,622 28,395 Total liabilities $ 1,860,677 $ 994,714 Commitments and contingencies Class A Common Stock ($0.001 par value, 300,000,000 shares authorized, 34,675,087 shares issued as of June 30, 2025 and 26,432,131 shares issued as of December 31, 2024) 35 26 Class B Common Stock ($0.001 par value, 150,000,000 shares authorized and 82,021,389 shares issued and outstanding as of June 30, 2025 and December 31, 2024) 82 82 Additional paid-in capital 633,700 467,429 Retained earnings 84,898 72,322 Accumulated other comprehensive income 113 502 Treasury stock (2,674,030 shares as of June 30, 2025 and 2,564,058 shares as of December 31, 2024) (54,688 ) (52,375 ) Non-controlling interests 1,485,263 1,400,515 Total equity $ 2,149,403 $ 1,888,501 Total liabilities and equity $ 4,010,080 $ 2,883,215 Excelerate Energy, Inc. Consolidated Statements of Cash Flows (Unaudited) For the six months ended June 30, 2025 June 30, 2024 Cash flows from operating activities (In thousands) Net income 72,888 $ 61,417 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 47,161 53,310 Amortization of operating lease right-of-use assets 3,343 860 ARO accretion expense 960 918 Amortization of debt issuance costs 4,444 1,715 Deferred income taxes 845 2,566 Share of net earnings in equity method investee (1,196 ) (1,123 ) Distributions from equity method investee 1,530 — Long-term incentive compensation expense 5,358 3,297 (Gain) loss on non-cash items — (44 ) Changes in operating assets and liabilities: Accounts receivable 85,578 51,511 Other current assets and other assets 1,864 (10,892 ) Accounts payable and accrued liabilities 16,182 (23,935 ) Current portion of deferred revenue (28,218 ) 2,331 Net investments in sales-type leases 21,101 8,004 Operating lease assets and liabilities (3,196 ) (871 ) Other long-term liabilities 13,305 5,976 Net cash provided by operating activities $ 241,949 $ 155,040 Cash flows from investing activities Net cash paid for acquisition (1,048,091 ) — Purchases of property and equipment (77,408 ) (38,268 ) Net cash used in investing activities $ (1,125,499 ) $ (38,268 ) Cash flows from financing activities Proceeds from issuance of Class A Common stock, net 201,904 — Repurchase of Class A Common Stock — (20,324 ) Proceeds from issuance of long-term debt 800,000 — Repayments of long-term debt (175,172 ) (20,627 ) Repayments of long-term debt – related party (4,768 ) (4,455 ) Payment of debt issuance costs (19,376 ) — Principal payments under finance lease liabilities (10,714 ) (10,081 ) Taxes withheld for long-term incentive compensation (1,027 ) (253 ) Dividends paid (3,382 ) (1,278 ) Distributions (13,984 ) (6,541 ) Other financing activities (433 ) 477 Net cash provided by (used in) financing activities $ 773,048 $ (63,082 ) Effect of exchange rate on cash, cash equivalents, and restricted cash 88 (6 ) Net increase (decrease) in cash, cash equivalents and restricted cash (110,414 ) 53,684 Cash, cash equivalents and restricted cash Beginning of period $ 554,495 $ 572,458 End of period $ 444,081 $ 626,142 Excelerate Energy, Inc. Non-GAAP Reconciliation (Unaudited) The following table presents a reconciliation of Adjusted Gross Margin to the GAAP financial measures of gross margin for each of the periods indicated. For the three months ended June 30, 2025 March 31, 2025 June 30, 2024 (In thousands) Terminal services $ 148,833 $ 148,365 $ 150,987 LNG, gas and power 55,723 166,725 32,346 Cost of LNG, gas and power (40,427 ) (160,759 ) (31,173 ) Operating expenses (46,023 ) (41,938 ) (46,579 ) Depreciation and amortization expense (25,518 ) (21,643 ) (30,400 ) Gross Margin $ 92,588 $ 90,750 $ 75,181 Depreciation and amortization expense 25,518 21,643 30,400 Adjusted Gross Margin $ 118,106 $ 112,393 $ 105,581 The following table presents a reconciliation of Adjusted Net Income to the GAAP financial measures of net income for each of the periods indicated. For the three months ended June 30, 2025 March 31, 2025 June 30, 2024 (In thousands) Net income $ 20,765 $ 52,123 $ 33,277 Add back: Transition and transaction expenses 27,659 3,682 — Tax impact on adjustments (1,615 ) (174 ) — Adjusted Net Income $ 46,809 $ 55,631 $ 33,277 The following table presents a reconciliation of Adjusted EBITDA to the GAAP financial measures of net income for each of the periods indicated. For the three months ended June 30, 2025 March 31, 2025 June 30, 2024 (In thousands) Net income $ 20,765 $ 52,123 $ 33,277 Interest expense 23,932 14,316 15,476 Provision for income taxes 5,574 6,027 7,427 Depreciation and amortization expense 25,518 21,643 30,400 Accretion expense 483 477 463 Long-term incentive compensation expense 3,206 2,152 1,920 Transition and transaction expenses 27,659 3,682 — Adjusted EBITDA $ 107,137 $ 100,420 $ 88,963 The following table presents a reconciliation of Adjusted Dilutive EPS to the GAAP financial measures of dilutive EPS for each of the periods indicated. For the three months ended June 30, 2025 March 31, 2025 June 30, 2024 Earnings Per Share (diluted) $ 0.15 $ 0.46 $ 0.26 Add back: Transition and transaction expenses 0.24 0.03 — Tax impact on adjustments (0.05 ) — — Adjusted Earnings Per Share (diluted) $ 0.34 $ 0.49 $ 0.26 2025E 2025E (In millions) Low Case High Case Income before income taxes $ 167 $ 197 Interest expense 95 90 Depreciation and amortization expense 110 105 Accretion expense 2 2 Long-term incentive compensation expense 10 15 Transition and transaction expenses 36 31 Adjusted EBITDA $ 420 $ 440 Note: We have not reconciled the Adjusted EBITDA outlook to net income, the most comparable measure, because it is not possible to estimate, without unreasonable effort, our income taxes with the level of required precision. Accordingly, we have reconciled these non-GAAP measures to our estimated income before taxes.
