$2 Billion Decrease Amber Vitality Bid Really helpful by Particular Grasp in CITGO Sale Course of

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PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Firm”) proclaims that its Delaware subsidiary, Dalinar Vitality Company (“Dalinar Vitality”), was not chosen by the Particular Grasp because the really helpful bidder for the acquisition of the shares of PDV Holding, Inc. (“PDVH”), the oblique dad or mum firm of CITGO Petroleum Corp., within the gross sales course of being carried out by the U.S. District Court docket for the District of Delaware (the “Court docket”). Amber Vitality Inc. was named within the Up to date Remaining Advice.

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The web buy value of Amber Vitality’s bid is roughly $5.9 billion, which is roughly $2 billion lower than Dalinar Vitality’s revised $7.9 billion value.

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The Firm believes it has sturdy grounds to object to the Up to date Remaining Advice, and it intends to take action vigorously. Objections are required to be filed with the Court docket on September 6, 2025, and will probably be thought-about by the Court docket on the Sale Listening to scheduled to start September 15, 2025.

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On August 28, 2025, Dalinar Vitality submitted an improved bid to the Particular Grasp. The phrases of the improved bid are described within the Up to date Remaining Advice. In abstract, the entire financial worth of Dalinar Vitality’s improved bid exceeded $11.2 billion, comprised of:

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a web buy value of $7.9 billion, representing a $520 million improve of the worth of its prior Profitable Bid;

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an extra potential $400 million improve in buy value by means of the provide of $20 million in money and securities to junior collectors;

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elevated financing help to offer flexibility to handle and resolve the roughly $2.9 billion potential legal responsibility of the 2020 bondholders’ claims as wanted, and a restatement that Dalinar Vitality is assuming the chance related to the 2020 bondholders’ claims in its proposal to buy the PDVH Shares.

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Gold Reserve additionally made a collection of considerable non-economic enhancements to the bid to resolve objections and thereby enhance its certainty of closing.

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The Dalinar Vitality bid stays fully-financed and supported by a lending consortium that features three main monetary establishments. It supplies for dedicated debt financing, further asset-based lending accessible post-closing, and fairness financing.

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Additional data relating to the Amber Vitality bid and Dalinar Vitality’s improved bid, and a duplicate of all bid paperwork, will be discovered within the Up to date Remaining Advice, a duplicate of which will be discovered right here.

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A whole description of the Delaware sale proceedings will be discovered on the Public Entry to Court docket Digital Information system in Crystallex Worldwide Company v. Bolivarian Republic of Venezuela, 1:17-mc-00151-LPS (D. Del.) and its associated proceedings.

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Cautionary Assertion Relating to Ahead-Trying statements

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This launch accommodates “forward-looking statements” inside the which means of relevant U.S. federal securities legal guidelines and “forward-looking data” inside the which means of relevant Canadian provincial and territorial securities legal guidelines and state Gold Reserve’s and its administration’s intentions, hopes, beliefs, expectations or predictions for the long run. Ahead-looking statements are essentially primarily based upon numerous estimates and assumptions that, whereas thought-about cheap by administration right now, are inherently topic to important enterprise, financial and aggressive uncertainties and contingencies. They’re incessantly characterised by phrases corresponding to “anticipates”, “plan”, “proceed”, “anticipate”, “undertaking”, “intend”, “consider”, “anticipate”, “estimate”, “could”, “will”, “potential”, “proposed”, “positioned” and different related phrases, or statements that sure occasions or circumstances “could” or “will” happen. Ahead-looking statements contained on this press launch embody, however usually are not restricted to, statements referring to any bid submitted by the Firm for the acquisition of the PDVH shares (the “Bid”).

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We warning that such forward-looking statements contain recognized and unknown dangers, uncertainties and different dangers that will trigger the precise occasions, outcomes or outcomes of Gold Reserve to be materially totally different from our estimated outcomes, outcomes, efficiency, or achievements expressed or implied by these forward-looking statements, together with however not restricted to: the discretion of the Particular Grasp to think about the Bid, to enter into any discussions or negotiation with respect thereto; the Particular Grasp could not suggest the Bid within the Remaining Advice; an objection to the Bid could also be upheld by the Court docket; the Bid won’t be accepted by the Court docket because the “Remaining Advocate Bid” below the Bidding Procedures, and if accepted by the Court docket could not shut, together with because of not acquiring essential regulatory approvals, together with however not restricted to any essential approvals from the U.S. Workplace of International Asset Management (“OFAC”), the U.S. Committee on International Funding in america, the U.S. Federal Commerce Fee or the TSX Enterprise Trade; failure of the Firm or every other occasion to acquire enough fairness and/or debt financing or any required shareholders approvals for, or fulfill different circumstances to impact, any transaction ensuing from the Bid; that the Firm could forfeit any money quantity deposit made as a consequence of failing to finish the Bid or in any other case; that the making of the Bid or any transaction ensuing therefrom could contain surprising prices, liabilities or delays; that, previous to or because of the completion of any transaction contemplated by the Bid, the enterprise of the Firm could expertise important disruptions as a consequence of transaction associated uncertainty, business circumstances, tariff wars or different components; the power to implement the writ of attachment granted to the Firm; the timing set for numerous reviews and/or different issues with respect to the Sale Course of is probably not met; the power of the Firm to in any other case take part within the Sale Course of (and associated prices related therewith

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; the quantity, if any, of proceeds related to the Sale Course of; the competing claims of different collectors of Venezuela, PDVSA and the Firm, together with any curiosity on such collectors’ judgements and any precedence afforded thereto; uncertainties with respect to doable settlements between Venezuela and different collectors and the affect of any such settlements on the quantity of funds which may be accessible below the Sale Course of; and the proceeds from the Sale Course of is probably not enough to fulfill the quantities excellent below the Firm’s September 2014 arbitral award and/or corresponding November 15, 2015 U.S. judgement in full; and the ramifications of chapter with respect to the Sale Course of and/or the Firm’s claims, together with because of the precedence of different claims. This record shouldn’t be exhaustive of the components that will have an effect on any of the Firm’s forward-looking statements. For a extra detailed dialogue of the chance components affecting the Firm’s enterprise, see the Firm’s Administration’s Dialogue & Evaluation for the yr ended December 31, 2024 and different reviews which have been filed on SEDAR+ and can be found below the Firm’s profile at www.sedarplus.ca.