PEMBROKE, Bermuda, September 01, 2025 — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announces that its Delaware subsidiary, Dalinar Energy Corporation (“Dalinar Energy”), was not selected by the Special Master as the recommended bidder for the purchase of the shares of PDV Holding, Inc. (“PDVH”), the indirect parent company of CITGO Petroleum Corp., in the sales process being conducted by the U.S. District Court for the District of Delaware (the “Court”). Amber Energy Inc. was named in the Updated Final Recommendation.
The net purchase price of Amber Energy’s bid is approximately $5.9 billion, which is approximately $2 billion less than Dalinar Energy’s revised $7.9 billion price.
The Company believes it has strong grounds to object to the Updated Final Recommendation, and it intends to do so vigorously. Objections are required to be filed with the Court on September 6, 2025, and will be considered by the Court at the Sale Hearing scheduled to commence September 15, 2025.
On August 28, 2025, Dalinar Energy submitted an improved bid to the Special Master. The terms of the improved bid are described in the Updated Final Recommendation. In summary, the total economic value of Dalinar Energy’s improved bid exceeded $11.2 billion, comprised of:
a net purchase price of $7.9 billion, representing a $520 million increase of the price of its prior Successful Bid;
an additional potential $400 million increase in purchase price through the offer of $20 million in cash and securities to junior creditors;
increased financing support to provide flexibility to address and resolve the approximately $2.9 billion potential liability of the 2020 bondholders’ claims as needed, and a restatement that Dalinar Energy is assuming the risk associated with the 2020 bondholders’ claims in its proposal to purchase the PDVH Shares.
Gold Reserve also made a series of substantial non-economic improvements to the bid to resolve objections and thereby improve its certainty of closing.
The Dalinar Energy bid remains fully-financed and supported by a lending consortium that includes three leading financial institutions. It provides for committed debt financing, additional asset-based lending available post-closing, and equity financing.
Further information regarding the Amber Energy bid and Dalinar Energy’s improved bid, and a copy of all bid documents, can be found in the Updated Final Recommendation, a copy of which 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.