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Globe and Mail
4 days ago
- Business
- Globe and Mail
Gold Reserve Provides Update on Adjournment of August 18, 2025 Sale Hearing
Gold Reserve Ltd. (TSX.V: GRZ) (BSX: (OTCQX: GDRZF) ('Gold Reserve' or the 'Company') announces that the U.S. District Court for the District of Delaware (the 'Court') issued an order today in which it adjourned the start of the Sale Hearing from the currently scheduled August 18, 2025, to an as-yet unspecified future date. The Court also requested further briefing from the parties, and scheduled an in-person hearing on August 18, 2025, on this and related issues. The Court stated its rationale for the adjournment as follows: The Court reaches this conclusion reluctantly, but in the face of the following realities: a Sale Hearing held on August 18 would be directed to evaluating whether to accept the Special Master's recommendation to approve the Dalinar Energy bid, but the Special Master has recently received an unsolicited bid he is currently evaluating and which he may determine is a "Superior Proposal" to Dalinar's (as defined in the Dalinar SPA); if the Special Master determines he has received a Superior Proposal, Dalinar is entitled to time to match it; although all discovery undertaken and briefing received to date is directed to the Dalinar bid, there is some possibility the Special Master may no longer be recommending approval of that bid, which could render a Sale Hearing focused on the Dalinar bid unnecessary. While Gold Reserve may be correct that the unsolicited bid presently being evaluated is "a non-actionable underbid" (O.I. 2050 at 2) (emphasis omitted), the Court is not able to make a determination on this point in time to go forward with a Sale Hearing four days from now, especially since the Special Master has not yet completed his evaluation of the unsolicited bid. The Court stated its 'inclinations as to appropriate next steps' as follows: At this time, the Court's inclinations as to the appropriate next steps are to: (i) order the Special Master to determine, no later than August 25, whether he is adhering to his recommendation of the Dalinar bid or, instead, has received a Superior Proposal; (ii) order the Special Master to submit, no later than August 29, a proposed schedule for additional limited discovery, if any, necessitated by whatever decision he has made by August 25 and any additional, streamlined briefing; (iii) reschedule the Sale Hearing for some or all of the following dates: September 15-18, October 20-23; (iv) require any entity intending to participate in the Sale Hearing to request a specific, total number of hours it will use at the hearing for its examination of witnesses and argument (to include opening statements and closing arguments); and (v) provide a schedule and page limits for expedited post-hearing briefing and submission of proposed findings of fact. The Court summarized its Order, and requested further briefing from the Special Master and parties on the foregoing inclinations, as follows: ORDER: The Sale Hearing is CONTINUED to a date to be determined by separate order, after the Court receives additional input from the Special Master, Sale Process Parties, Additional Judgment Creditors, and any other interested entity. IT IS FURTHER ORDERED that the Saturday, August 16 deadline for sur-replies in response to pending objections is VACATED. The Court will hold an in-person hearing on Monday, August 18, at 10:00 a.m. at the J. Caleb Boggs Federal Building, Courtroom 2A. The hearing is not an evidentiary hearing and all witnesses who were planning to testify are excused from appearing in Wilmington next week. The Special Master and Sale Process Parties shall, and any Additional Judgment Creditor or other interested entity may, (i) file opening briefs regarding the above inclinations, not to exceed 5 pages, no later than Saturday, August 16, at 12:00 p.m., and (ii) file response briefs, not to exceed 3 pages, no later than Sunday, August 17, at 5:00 p.m. A copy of the Court's Order, the adjournment request, and the Company's opposition to the adjournment request will be posted shortly 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: For further information regarding Gold Reserve Ltd., visit
National Post
11-08-2025
- Business
- National Post
Gold Reserve Files Response to Notice of Unsolicited Non-conforming Bid in the CITGO Sale Process
Article content PEMBROKE, Bermuda — 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. Article content Gold Reserve's response included the following points: Article content 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. Article content A copy of Gold Reserve's response 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 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
08-08-2025
- Business
- National Post
Notice of Unsolicited Non-Conforming Bid in the CITGO Sale Process
Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: (OTCQX: GDRZF) ('Gold Reserve' or the 'Company') announces that the Special Master filed a notice of an unsolicited, competing proposal to purchase the shares of PDV Holding, Inc. ('PDVH'), the indirect parent company of CITGO Petroleum Corp. The Special master also filed a redacted version of the proposal. The Special Master stated in the pertinent part: Article content PLEASE TAKE FURTHER NOTICE THAT, on July 1, 2025 the Court approved the Special Master to engage with Bidder B with respect to the Bidder B Unsolicited Bid and to reactivate Bidder B's access to the virtual data room. Since receipt of the Bidder B Unsolicited Bid, the Special Master has consistently engaged with Bidder B regarding its progress in furtherance of the proposed transaction. The Special Master understands Bidder B is in active discussions with various parties whose consent or agreement is required pursuant to the terms of the proposed transaction; however, as of the time of this submission, the Special Master has not yet received documentation of any such agreements. Accordingly, as of the date hereof, the Special Master has not deemed the Bidder B Unsolicited Bid to be a Superior Proposal (as defined in the SPA). See D.I. 1837, Ex. B at 63, § 6.16. Article content A copy of the notice and the redacted proposal 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. 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
Globe and Mail
03-07-2025
- Business
- Globe and Mail
Gold Reserve Announces US$7.382 Billion Citgo Bid Recommendation
Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) announced today that its U.S. acquisition subsidiary, Dalinar Energy Corporation, is the Final Recommended Bidder for the purchase of shares of PDV Holding, Inc., the indirect parent company of CITGO Petroleum Corp. The selection of the U.S.-based Dalinar was made public today in 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. This represents a significant milestone in Gold Reserve's nearly 15-year legal journey. A copy of the Special Master's Final Recommendation and supporting materials, including Dalinar's bid materials, can be found here. For further information regarding Dalinar, visit: 'We are thankful for all of the efforts of the Special Master and his advisors to reach today's final US$7.382 billion bid recommendation. We believe the recommendation acknowledges the strength of Dalinar's bid,' said Paul Rivett, Gold Reserve's Executive Vice Chairman. Mr. Rivett continued, 'Our bid satisfies creditors further down the waterfall than was ever contemplated by any prior bid since the inception of the Delaware sale process. Gold Reserve is thankful to our consortium partners, financial counterparties, and other stakeholders who steadfastly supported us through the years and made today's bid recommendation possible. Above all, we are very grateful to the team members that worked tirelessly to achieve this outcome, and to Gold Reserve's supportive shareholders who kept the faith and believed in us through tough times, some for many thankless decades. We look forward to the Court's decision in August and getting closer to finally closing this chapter in Gold Reserve's long history.' Dalinar's bid is supported by a consortium that includes judgment creditors Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl, and Siemens Energy, Inc. The bid's stated net purchase price is US$7.382 billion 1, significantly higher than the US$3.7 billion stalking horse bid submitted by Red Tree Investments earlier this year. At closing, Gold Reserve will own approximately 44% of Dalinar's common equity, representing 85% of the voting shares. 2 In addition, Gold Reserve will hold at least $150 million of $1.5 billion of preferred equity securities in Dalinar or one of its subsidiaries. Dalinar's US$7.382 billion bid benefits several parties by satisfying in full, in cash, or non-cash consideration, Gold Reserve's attached judgment, the attached judgments of all creditors senior to Gold Reserve in the court-approved priority waterfall, and the attached judgment of junior creditor Siemens Energy, Inc. The Dalinar bid includes a combination of equity and debt financing. A consortium of lenders, led by J.P. Morgan and TD Bank and including Sumitomo Mitsui Banking Corporation (SMBC), have provided commitments for the full amount of the anticipated debt financing. 'We would like to specifically acknowledge the overwhelming effort and belief in this bid demonstrated by Meghann Altman and Keith Canton at J.P. Morgan from the outset of our submissions last year, and more recently, John Prato at TD Bank, who worked to bolster our financing at a crucial time this year that allowed us to remain competitive', said Paul Rivett. 'All financial institutions are not equal and in the end it is the people in those institutions that provide for greatness at crucial times.' The Delaware Court is scheduled to hold a Sale Hearing on August 18, 2025. The specific terms of the Dalinar bid are governed by a stock purchase agreement between Dalinar and the Special Master that can be viewed here. Dalinar's purchase of the PDVH shares 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). Gold Reserve wishes to thank the teams at Citgo Petroleum for their strong support for the business and its stakeholders throughout this extenuated process. We look forward to working with these professionals at Citgo Petroleum in the months and years to come. Gold Reserve will continue to provide periodic updates regarding the sale process as additional information becomes available. For further information regarding Gold Reserve Ltd., visit _________________________ 1 Value calculated as of June 30, 2026 for illustrative purposes only. Claims and purchase price to be adjusted to reflect accrued judgement interest at time of closing. 2 Common equity ownership % is based on basic shares outstanding at closing and is before any dilution and other contractual entitlements. 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.
National Post
03-07-2025
- Business
- National Post
Gold Reserve Announces US$7.382 Billion Citgo Bid Recommendation
Article content Decision represents a Significant Milestone in 15-year legal journey Article content PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) announced today that its U.S. acquisition subsidiary, Dalinar Energy Corporation, is the Final Recommended Bidder for the purchase of shares of PDV Holding, Inc., the indirect parent company of CITGO Petroleum Corp. Article content Article content The selection of the U.S.-based Dalinar was made public today in 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. This represents a significant milestone in Gold Reserve's nearly 15-year legal journey. A copy of the Special Master's Final Recommendation and supporting materials, including Dalinar's bid materials, can be found here. 'We are thankful for all of the efforts of the Special Master and his advisors to reach today's final US$7.382 billion bid recommendation. We believe the recommendation acknowledges the strength of Dalinar's bid,' said Paul Rivett, Gold Reserve's Executive Vice Chairman. Mr. Rivett continued, 'Our bid satisfies creditors further down the waterfall than was ever contemplated by any prior bid since the inception of the Delaware sale process. Gold Reserve is thankful to our consortium partners, financial counterparties, and other stakeholders who steadfastly supported us through the years and made today's bid recommendation possible. Above all, we are very grateful to the team members that worked tirelessly to achieve this outcome, and to Gold Reserve's supportive shareholders who kept the faith and believed in us through tough times, some for many thankless decades. We look forward to the Court's decision in August and getting closer to finally closing this chapter in Gold Reserve's long history.' Article content Dalinar's bid is supported by a consortium that includes judgment creditors Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl, and Siemens Energy, Inc. The bid's stated net purchase price is US$7.382 billion 1, significantly higher than the US$3.7 billion stalking horse bid submitted by Red Tree Investments earlier this year. At closing, Gold Reserve will own approximately 44% of Dalinar's common equity, representing 85% of the voting shares. 2 In addition, Gold Reserve will hold at least $150 million of $1.5 billion of preferred equity securities in Dalinar or one of its subsidiaries. Article content Dalinar's US$7.382 billion bid benefits several parties by satisfying in full, in cash, or non-cash consideration, Gold Reserve's attached judgment, the attached judgments of all creditors senior to Gold Reserve in the court-approved priority waterfall, and the attached judgment of junior creditor Siemens Energy, Inc. Article content The Dalinar bid includes a combination of equity and debt financing. A consortium of lenders, led by J.P. Morgan and TD Bank and including Sumitomo Mitsui Banking Corporation (SMBC), have provided commitments for the full amount of the anticipated debt financing. Article content 'We would like to specifically acknowledge the overwhelming effort and belief in this bid demonstrated by Meghann Altman and Keith Canton at J.P. Morgan from the outset of our submissions last year, and more recently, John Prato at TD Bank, who worked to bolster our financing at a crucial time this year that allowed us to remain competitive', said Paul Rivett. 'All financial institutions are not equal and in the end it is the people in those institutions that provide for greatness at crucial times.' Article content The Delaware Court is scheduled to hold a Sale Hearing on August 18, 2025. Article content The specific terms of the Dalinar bid are governed by a stock purchase agreement between Dalinar and the Special Master that can be viewed here. Article content Dalinar's purchase of the PDVH shares 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 Gold Reserve wishes to thank the teams at Citgo Petroleum for their strong support for the business and its stakeholders throughout this extenuated process. We look forward to working with these professionals at Citgo Petroleum in the months and years to come. 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
