Latest news with #RusoroMining
CTV News
03-07-2025
- Business
- CTV News
Gold Reserve's US$7.38 billion bid recommended as winner of Citgo parent auction
A US$7.38 billion bid by a subsidiary of miner Gold Reserve has been selected as the preliminary winner of a U.S. court-organized auction of shares in the parent of Venezuela-owned U.S. refiner Citgo Petroleum, according to a document filed by the officer overseeing the sale process and a company release. Proceeds from the auction of PDV Holding are expected to compensate at least a handful of the 15 creditors fighting since 2017 to recover nearly $19 billion in U.S. courts after Venezuela expropriated assets and defaulted on debt. The bid by Gold Reserve's subsidiary Dalinar Energy Corporation, which will now be evaluated by Delaware Judge Leonard Stark before a final decision, is higher than a $3.7 billion offer by Contrarian Funds' Red Tree Investments, selected in March as starting bid, but its cash component seems lower than offers submitted by at least two rival consortia. 'Dalinar's proposed sale transaction is approximately $3.576 billion higher than the stalking horse transaction and is the highest bid that meets the bid requirements,' court officer Robert Pincus, who is overseeing the auction, said in his recommendation. The bid relies on a combination of equity and debt financing, and is supported by Rusoro Mining, two units of U.S. conglomerate Koch and Germany's Siemens Energy, Gold Reserve said in a statement. Dalinar had offered $7.1 billion for the shares earlier this year. 'Our bid satisfies creditors further down the waterfall than was ever contemplated by any prior bid since the inception of the Delaware sale process,' said Paul Rivett, Gold Reserve's executive vice chairman. New bidders emerged in the last mile of the auction of the parent of the seventh largest U.S. refiner, following court decisions in parallel legal cases that encouraged new and improved offers. A group led by commodities house Vitol made a last-minute bid exceeding $10 billion, while a consortium led by private equity firm Black Lion Capital Advisors submitted an all-cash $8 billion bid, according to court filings and sources. A total of 130 potential bidders were invited to participate in the 'topping' period, following the selection of a starting bid in March, Pincus said. According to Pincus' filing, three consortia including Dalinar's group and Red Tree submitted improved offers, while the Black Lion group made a fresh bid within a revised June deadline. An 'alternative bidder,' whose name was not disclosed by the court, submitted an offer after the deadline. 'Bid A, bid B, and the Black Lion bid did not conform with the bid requirements and therefore were not qualified bids as of the revised topping period deadline,' he said. Elliott Investment Management's affiliate Amber Energy won a first bidding round last year, but its conditional $7.3 billion offer was rejected by most creditors, creating the need for a new round this year and a fresh set of rules to encourage competition in the complex auction. A final hearing on the sale process' results has been scheduled by the court for August 18 once creditors complete research and file any objections to the auction in coming weeks. In a case first introduced by miner Crystallex in 2017 against Venezuela, PDV Holding was found liable for the country's debt. The Delaware court has since then attempted to secure a deal to satisfy a total of 15 creditors lined up with claims for some $19 billion in compensation. Houston-based refiner Citgo Petroleum, the crown jewel of Venezuela's overseas assets, severed ties with PDVSA in 2019 following U.S. sanctions. An opposition-led Congress that year appointed a new board of directors for the refiner, which is now overseen by opposition-controlled supervising boards. Venezuelan President Nicolas Maduro's government has called the auction a robbery of sovereign property and criticized U.S. oil sanctions on the country, which have been in force in the last six years. (Reporting by Shubham Kalia in Bengaluru and Marianna Parraga in Houston; Editing by Janane Venkatraman, Mrigank Dhaniwala and Susan Fenton)
Globe and Mail
24-06-2025
- Business
- Globe and Mail
Gold Reserve Announces Submission of Revised Topping Bid by Dalinar Energy for CITGO Parent Company
Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (' Gold Reserve ' or the 'Company') announces that today its Delaware subsidiary, Dalinar Energy Corporation (' Dalinar Energy '), submitted a revised topping bid to be selected as the Final Recommended Bid for the purchase of the shares of PDV Holding, Inc. (' PDVH '), the indirect parent company of CITGO Petroleum Corp., pursuant to the sales process being conducted by the U.S. District Court for the District of Delaware (the ' Court '). Dalinar Energy submitted an initial topping bid on June 3, 2025 as announced here. Dalinar Energy looks forward to continuing to work with the Special Master appointed by the Court to operate the sale process, and Dalinar Energy may further revise its bid prior to Special Master submitting his final recommendation to the Court on July 2, 2025. Dalinar Energy's revised bid is supported by a consortium that, as with its prior bids, includes judgment creditors senior to Gold Reserve in the Court's priority waterfall -- Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl. Dalinar Energy's revised bid relies on a combination of equity and debt financing. The revised bid is supported by a lending consortium that includes three leading financial institutions, which fully supported the revised bid by providing final debt commitment papers indicating 100% commitment. The revised bid, if approved by the Court, and consummated, would satisfy, in cash or non-cash consideration, the attached judgments of all waterfall creditors senior to Gold Reserve. The revised bid also would satisfy a substantial percentage of Gold Reserve's attached judgment. Terms of the revised bid will remain confidential until the Special Master appointed to operate the sale process reviews all bids and makes his final recommendation to the Court. The Court is scheduled to hold a sale hearing starting on August 18, 2025, and in connection therewith rule on any objections to the Special Master's final recommendation. Consummation of the revised bid, if selected and approved by the court, 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 '). 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 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 '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 approvals to close on the purchase of the PDVH shares, including but not limited to any necessary approvals from 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 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 applicable Canadian provincial and territorial securities laws.
National Post
18-06-2025
- Business
- National Post
Gold Reserve Announces Submission of Revised Topping Bid by Dalinar Energy for CITGO Parent Company
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (' Gold Reserve ' or the 'Company') announces that today its Delaware subsidiary, Dalinar Energy Corporation (' Dalinar Energy '), submitted a revised topping bid to be selected as the Final Recommended Bid for the purchase of the shares of PDV Holding, Inc. (' PDVH '), the indirect parent company of CITGO Petroleum Corp., pursuant to the sales process being conducted by the U.S. District Court for the District of Delaware (the ' Court '). Dalinar Energy submitted an initial topping bid on June 3, 2025 as announced here. Article content Dalinar Energy looks forward to continuing to work with the Special Master appointed by the Court to operate the sale process, and Dalinar Energy may further revise its bid prior to Special Master submitting his final recommendation to the Court on July 2, 2025. Article content Article content Dalinar Energy's revised bid is supported by a consortium that, as with its prior bids, includes judgment creditors senior to Gold Reserve in the Court's priority waterfall — Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl. Dalinar Energy's revised bid relies on a combination of equity and debt financing. The revised bid is supported by a lending consortium that includes three leading financial institutions, which fully supported the revised bid by providing final debt commitment papers indicating 100% commitment. Article content The revised bid, if approved by the Court, and consummated, would satisfy, in cash or non-cash consideration, the attached judgments of all waterfall creditors senior to Gold Reserve. The revised bid also would satisfy a substantial percentage of Gold Reserve's attached judgment. Article content Terms of the revised bid will remain confidential until the Special Master appointed to operate the sale process reviews all bids and makes his final recommendation to the Court. The Court is scheduled to hold a sale hearing starting on August 18, 2025, and in connection therewith rule on any objections to the Special Master's final recommendation. Article content Consummation of the revised bid, if selected and approved by the court, 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 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 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 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 '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 approvals to close on the purchase of the PDVH shares, including but not limited to any necessary approvals from 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 the applicable Canadian provincial and territorial securities laws. Article content Article content Article content Article content
Globe and Mail
06-06-2025
- Business
- Globe and Mail
Gold Reserve Announces Topping Bid by Dalinar Energy for CITGO Parent Company
Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (' Gold Reserve ' or the 'Company') announces that today its Delaware subsidiary, Dalinar Energy Corporation (' Dalinar Energy '), submitted a topping bid to be selected as the Final Recommended Bid for the purchase of the shares of PDV Holding, Inc. (' PDVH '), the indirect parent company of CITGO Petroleum Corp., pursuant to the sales process being conducted by the U.S. District Court for the District of Delaware (the ' Court '). Dalinar Energy's bid was prepared in light of the terms of the Court's April 21, 2025 order approving the Court's recommendation of a stalking horse bidder, and the Court's May 30, 2025 order extending the topping period to June 18, 2025. Dalinar Energy looks forward to working with the Special Master appointed by the Court to operate the sale process, and Dalinar Energy may revise its bid in advance of the June 18, 2025 expiration of the Topping Period. Dalinar Energy's bid is supported by a consortium that, as with its prior stalking horse bid, includes judgment creditors senior to Gold Reserve in the Court's priority waterfall -- Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl. Dalinar Energy's bid relies on a combination of equity and debt financing. The bid is supported by a lending consortium that includes three leading financial institutions, which fully supported the bid by providing final debt commitment papers indicating 100% commitment. The bid, if approved by the Court, and consummated, would satisfy, in cash or non-cash consideration, the attached judgments of all waterfall creditors senior to Gold Reserve. The bid also would satisfy a substantial percentage of Gold Reserve's attached judgment. Terms of the bid will remain confidential until the Special Master appointed to operate the sale process reviews all bids and makes a final recommendation to the Court, which is due by June 27, 2025. The Court is scheduled to hold a sale hearing starting on July 22, 2025, and in connection therewith rule on any objections to the Special Master's final recommendation. Consummation of the bid, if selected and approved by the court, 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 '). 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 Stalking Horse 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 'Stalking Horse 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 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 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 applicable Canadian provincial and territorial securities laws.
National Post
03-06-2025
- Business
- National Post
Gold Reserve Announces Topping Bid by Dalinar Energy for CITGO Parent Company
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (' Gold Reserve ' or the 'Company') announces that today its Delaware subsidiary, Dalinar Energy Corporation (' Dalinar Energy '), submitted a topping bid to be selected as the Final Recommended Bid for the purchase of the shares of PDV Holding, Inc. (' PDVH '), the indirect parent company of CITGO Petroleum Corp., pursuant to the sales process being conducted by the U.S. District Court for the District of Delaware (the ' Court '). Article content Article content Dalinar Energy's bid was prepared in light of the terms of the Court's April 21, 2025 order approving the Court's recommendation of a stalking horse bidder, and the Court's May 30, 2025 order extending the topping period to June 18, 2025. Dalinar Energy looks forward to working with the Special Master appointed by the Court to operate the sale process, and Dalinar Energy may revise its bid in advance of the June 18, 2025 expiration of the Topping Period. Article content Dalinar Energy's bid is supported by a consortium that, as with its prior stalking horse bid, includes judgment creditors senior to Gold Reserve in the Court's priority waterfall — Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl. Article content Dalinar Energy's bid relies on a combination of equity and debt financing. The bid is supported by a lending consortium that includes three leading financial institutions, which fully supported the bid by providing final debt commitment papers indicating 100% commitment. Article content The bid, if approved by the Court, and consummated, would satisfy, in cash or non-cash consideration, the attached judgments of all waterfall creditors senior to Gold Reserve. The bid also would satisfy a substantial percentage of Gold Reserve's attached judgment. Article content Terms of the bid will remain confidential until the Special Master appointed to operate the sale process reviews all bids and makes a final recommendation to the Court, which is due by June 27, 2025. The Court is scheduled to hold a sale hearing starting on July 22, 2025, and in connection therewith rule on any objections to the Special Master's final recommendation. Article content Consummation of the bid, if selected and approved by the court, 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 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 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 Stalking Horse 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 'Stalking Horse 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 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 the applicable Canadian provincial and territorial securities laws. Article content Article content Article content Article content Article content Article content
