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Business Wire
9 hours ago
- 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:
The Sun
4 days ago
- Politics
- The Sun
US federal courts targeted by sophisticated cyberattacks
WASHINGTON: The federal judiciary's information technology systems have been targeted by 'recent escalated cyberattacks of a sophisticated and persistent nature,' the Administrative Office of the U.S. Courts said in a statement on Thursday. The statement follows a Politico report late on Wednesday that the judiciary's electronic case filing system had been compromised in a sweeping hack that was believed to have exposed sensitive court data in several states. Politico, which cited two people familiar with the matter, said the incident had affected the judiciary's federal case management system, which includes the Case Management/Electronic Case Files, or CM/ECF, which legal professionals use to upload and manage case documents; and Public Access to Court Electronic Records, or PACER, which provides the public with pay-for access to some of the same data. The Administrative Office's statement did not address the specifics of Politico's reporting. It said the judiciary was focused on 'further enhancing security of the system' and 'working with courts to mitigate the impact on litigants.' - Reuters
The Star
4 days ago
- Politics
- The Star
US federal courts say their systems were targeted by recent cyberattacks
FILE PHOTO: The Seal of the United States of America is seen on the Brooklyn Federal Courthouse in the Brooklyn borough in New York April 2, 2015. REUTERS/Brendan McDermid/File Photo WASHINGTON (Reuters) -The federal judiciary's information technology systems have been targeted by "recent escalated cyberattacks of a sophisticated and persistent nature," the Administrative Office of the U.S. Courts said in a statement on Thursday. The statement follows a Politico report late on Wednesday that the judiciary's electronic case filing system had been compromised in a sweeping hack that was believed to have exposed sensitive court data in several states. Politico, which cited two people familiar with the matter, said the incident had affected the judiciary's federal case management system, which includes the Case Management/Electronic Case Files, or CM/ECF, which legal professionals use to upload and manage case documents; and Public Access to Court Electronic Records, or PACER, which provides the public with pay-for access to some of the same data. The Administrative Office's statement did not address the specifics of Politico's reporting. It said the judiciary was focused on "further enhancing security of the system" and "working with courts to mitigate the impact on litigants." (Reporting by Raphael SatterEditing by Rod Nickel)
Daily Maverick
5 days ago
- Politics
- Daily Maverick
US federal court filing system breached in sweeping cyberattack, Politico reports
Politico said the incident had affected the judiciary's federal case management system, which includes the Case Management/Electronic Case Files, or CM/ECF, which legal professionals use to upload and manage case documents; and Public Access to Court Electronic Records, or PACER, which provides the public with pay-for access to some of the same data. The Administrative Office of the U.S. Courts and the Cybersecurity and Infrastructure Security Agency, or CISA, didn't immediately return messages seeking comment late Wednesday. The Federal Bureau of Investigation referred questions to the Justice Department, which did not immediately reply to an email. Politico did not say whether any specific entity was suspected of being behind the hack but the case management system – which carries sensitive information such as sealed indictments and arrest warrants – has long been a magnet for foreign spies. In 2021 the Administrative Office of the U.S. Courts said it was adding new security procedures to protect confidential or sealed records following an apparent compromise of the system. The following year, then-House Judiciary Chairman Jerry Nadler said that 'three hostile foreign actors' had targeted the courts' document filing system and that there had been a breach of 'startling breadth and scope.' The federal judiciary has struggled to modernize its aging systems. Earlier this year, U.S. Circuit Judge Amy St. Eve told lawmakers that years of underinvestment had left the judiciary system's IT systems vulnerable. 'Many of them are no longer up to date with modern development standards or security protocols, leaving them expensive to operate, difficult to maintain, and at regular risk of either operational failure or compromising security breaches,' she said.
Business Wire
25-07-2025
- Business
- Business Wire
Gold Reserve Provides Update on Objections to the Special Master's Final Recommendation in the CITGO Sale Process
PEMBROKE, Bermuda--(BUSINESS WIRE)--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'). 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. The parties that filed memoranda in support of objections are as follows: 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). 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. A copy of the filings 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:
