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Business Wire
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- Business
- Business Wire
Gold Reserve Files Response to Notice of Unsolicited Non-conforming Bid in the CITGO Sale Process
PEMBROKE, Bermuda--(BUSINESS WIRE)--Gold Reserve Ltd. (TSX.V: GRZ) (BSX: (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. Gold Reserve's response included the following points: 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. A copy of Gold Reserve's response can be found here. 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 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. For further information regarding Dalinar Energy, visit:
National Post
25-07-2025
- Business
- National Post
Gold Reserve Provides Update on Objections to the Special Master's Final Recommendation in the CITGO Sale Process
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) ('Gold Reserve' or the 'Company') announces that, pursuant to the schedule set by the U.S. District Court for the District of Delaware (the 'Court'), various parties filed memoranda in support of objections to the Special Master's Final Recommendation that Gold Reserve's U.S. acquisition subsidiary, Dalinar Energy Corporation, should be selected by the Court to purchase the shares of PDV Holding, Inc. ('PDVH'), the indirect parent company of CITGO Petroleum Corp. ('CITGO'). Article content The objections mostly tracked the 'Notices of Objection' filed on July 7, 2025 (and announced by the Company here) but, in a material change, Red Tree Investments LLC ('Red Tree') stated that 'it no longer objects on the basis that the Court should pick its bid instead of Gold Reserve's.' This means that the Gold Reserve / Dalinar Energy bid recommended by the Special Master is the only conforming bid remaining in the Delaware Sale Process. Article content The parties that filed memoranda in support of objections are as follows: Article content Red Tree; Crystallex International Corporation; the ConocoPhillips companies (filed a 'limited objection'); the ACL1 companies and OI European Group B.V. (both filed short joinders to certain of the objections filed by Crystallex and the ConocoPhillips companies); the 'Venezuela Parties' (the Bolivarian Republic of Venezuela, PDVSA, PDVH and CITGO) (filed under seal); and the 2020 bondholders (joined by the Trustee and Collateral Agent for the 2020 bonds). Article content Under the Court's schedule, responses to the objections are due by August 7, 2025, and further briefing is then to take place in advance of the August 18, 2025 Sale Hearing. A period of limited discovery regarding the objections is now ongoing. Article content A copy of the filings 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 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 Article content Article content
National Post
08-07-2025
- Business
- National Post
Gold Reserve Provides Update on Notices of Objections to the Special Master's Final Recommendation in the CITGO Sale Process
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) ('Gold Reserve' or the 'Company') announced that on July 7, 2025, pursuant to the schedule set by the U.S. District Court for the District of Delaware (the 'Court'), various parties filed the following notices in response to the Special Master's Final Recommendation that Gold Reserve's U.S. acquisition subsidiary, Dalinar Energy Corporation, should be selected by the Court to purchase the shares of PDV Holding, Inc. ('PDVH'), the indirect parent company of CITGO Petroleum Corp. ('CITGO'): Article content Four parties filed a 'notice of objection:' (1) Red Tree Investments LLC (the prior recommended Stalking Horse Bidder whose agreement to purchase the PDVH shares was terminated by the Special Master in favor of Dalinar's materially higher-priced bid); (2) the 2020 bondholders (Red Tree is a 2020 bondholder); (3) PDVH and CITGO (filed under seal); and (4) Crystallex International Corporation. Article content One party filed a 'notice of potential objection:' the ConocoPhillips companies (Phillips Petroleum Company Venezuela Limited, ConocoPhillips Petrozuata B.V., ConocoPhillips Gulf of Paria B.V., and ConocoPhillips Hamaca B.V.). Article content Three parties did not file a notice of objection and instead filed a 'reservation of rights:' (1) Huntington Ingalls Incorporated; (2) ACL1 Investments Ltd., ACL2 Investments Ltd., and LDO (Cayman) XVIII Ltd.; and (3) OI European Group B.V. Under the Court's schedule, memoranda in support of any objections are required to be filed with the Court on July 23, 2025, responses to any objections are to be filed on August 6, 2025, and further briefing is then to take place in advance of the August 18, 2025 Sale Hearing. In addition, a period of limited discovery regarding the objections will conclude on July 31, 2025. The Court's full pre-hearing schedule is set out in the Company's June 16, 2025 press release. 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; 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 Article content
National Post
07-07-2025
- Business
- National Post
Gold Reserve Advises of Conference Call to Discuss US$7.382 Billion CITGO Bid
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) wishes to advise that it is scheduling a conference call to be held at 10:00 am EDT on Thursday July 10, 2025 to provide more detail on the US$7.382 Billion dollar bid of its U.S. acquisition subsidiary, Dalinar Energy Corporation, chosen as the Final Recommended Bidder for the purchase of shares of PDV Holding, Inc., the indirect parent company of CITGO Petroleum Corp. Article content This call is open to all interested parties and can be accessed through the following: Article content Article content A recording of the call will be available on our website immediately following the call until July 25, 2025 for those unable to attend. Article content On July 3, 2025, we announced that 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 recommended Dalinar as the Final Recommended Bidder. The July 3, 2025 outlined the general terms of the bid but we wanted to have a call to provide an opportunity to review the terms of the bid in more detail and answer questions. A copy of our July 3, 2025 press release, can be found here. 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 Article content Article content
Reuters
07-07-2025
- Business
- Reuters
Bondholders, bidders ready objections to Gold Reserve group's Citgo bid
HOUSTON, July 7 (Reuters) - Lawyers representing holders of a defaulted Venezuelan bond and some bidders that participated in a U.S. auction of shares in the Venezuelan parent of U.S. refiner Citgo Petroleum are getting ready to object to the auction's recommended outcome, three sources close to the preparations said. The challenge to the $7.4 billion offer by a group led by a unit of miner Gold Reserve (GRZ.V), opens new tab could again derail the sale of Venezuela's priced foreign asset, which has been put on the auction block to compensate creditors who lost billions to the South American country's expropriations and defaults. Proceeds from the court-organized auction of PDV Holding are expected to compensate up to 15 creditors fighting since 2017 to recover nearly $19 billion in U.S. courts. A court officer overseeing the latest bidding round, the second organized to auction the parent of Houston-based Citgo Petroleum after a failed round last year, last week recommended an offer by Gold Reserve's subsidiary Dalinar Energy Corporation to Delaware Judge Leonard Stark. Dalinar's offer, however, did not include an agreement to pay holders of a key defaulted Venezuelan bond collateralized with Citgo equity, which is expected to be the main reason for objections, the sources said. The sources added that lack of clarity about the evaluation criteria also is worrying some bidders and creditors. A pact with the bondholders is seen by some participants as essential to clear the way for a transfer of the shares to the winning consortium, while others say the holders first need to win in a New York court, where they are fighting to have their claim enforced. Stark will receive objections to the recommended bid through July 9. Any competing bidder can also disclose its offer's terms to challenge the winner. A final hearing on the sales process is scheduled for August 18. A $7.3 billion offer by an affiliate of hedge fund Elliott Investment Management was rejected last year by most creditors, creating the need for a new bidding round this year.
