Gold Reserve Recordsdata Response to Discover of Unsolicited Non-conforming Bid within the 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”) pronounces that in the present day it filed a response to the Particular Grasp’s discover of an unsolicited, competing proposal to buy the shares of PDV Holding, Inc. (“PDVH”), the oblique father or mother firm of CITGO Petroleum Corp (the “Unsolicited Proposal”). As beforehand introduced by the Firm right here, the Particular Grasp has not deemed the Unsolicited Proposal to be a Superior Proposal.

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Gold Reserve’s response included the next factors:

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To ensure that the Unsolicited Proposal to be deemed a Superior Proposal it should, amongst different issues, meet the next necessities: (a) its worth should meet or exceed the Buy Worth of the Dalinar Bid of $7.382 billion (utilizing the valuation date of June 30, 2026); (b) its worth should additionally embrace the “Overbid Minimal,” which consists of the $30 million Expense Reimbursement to Dalinar Vitality plus $50 million to the Hooked up Judgment Collectors; (c) it should conform to pay the $75 million termination price to the Stalking Horse bidder (Crimson Tree); and (d) it should conform to pay the $50 million deposit.
Underneath Delaware legislation, the Court docket can not compel a senior creditor to simply accept any non-cash consideration. Accordingly, if the Unsolicited Proposal intends to fulfill or exceed the acquisition worth of the Dalinar Vitality bid with non-cash consideration, such non-cash consideration have to be agreed to by any senior creditor. If a senior creditor, comparable to Gold Reserve, doesn’t consent to simply accept any such non-cash consideration, the Unsolicited Proposal is lifeless on arrival. For readability, Gold Reserve has not agreed to simply accept non-cash consideration.

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A replica of Gold Reserve’s response will be discovered right here.

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An entire description of the Delaware sale proceedings will be discovered on the Public Entry to Court docket Digital Data 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-Wanting statements

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This launch accommodates “forward-looking statements” throughout the that means of relevant U.S. federal securities legal guidelines and “forward-looking data” throughout the that 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 based mostly upon a lot of estimates and assumptions that, whereas thought of cheap by administration presently, are inherently topic to important enterprise, financial and aggressive uncertainties and contingencies. They’re steadily characterised by phrases comparable to “anticipates”, “plan”, “proceed”, “anticipate”, “mission”, “intend”, “consider”, “anticipate”, “estimate”, “could”, “will”, “potential”, “proposed”, “positioned” and different related phrases, or statements that sure occasions or situations “could” or “will” happen. Ahead-looking statements contained on this press launch embrace, however are usually not restricted to, statements regarding 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 identified and unknown dangers, uncertainties and different dangers that will trigger the precise occasions, outcomes or outcomes of Gold Reserve to be materially completely 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 Bid won’t be authorised by the Court docket because the “Last Advocate Bid” underneath the Bidding Procedures, and if authorised by the Court docket could not shut, together with on account 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 Change; failure of the Firm or every other social gathering to acquire ample fairness and/or debt financing or any required shareholders approvals for, or fulfill different situations to impact, any transaction ensuing from the Bid; that the Firm could forfeit any money quantity deposit made as a result of failing to finish the Bid or in any other case; that the making of the Bid or any transaction ensuing therefrom could contain sudden prices, liabilities or delays; that, previous to or on account of the completion of any transaction contemplated by the Bid, the enterprise of the Firm could expertise important disruptions as a result of transaction associated uncertainty, trade situations, tariff wars or different elements; the flexibility 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 will not be met; the flexibility 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 obtainable underneath the Sale Course of; and the proceeds from the Sale Course of will not be ample to fulfill the quantities excellent underneath 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 on account of the precedence of different claims. This checklist is just not exhaustive of the elements that will have an effect on any of the Firm’s forward-looking statements. For a extra detailed dialogue of the danger elements affecting the Firm’s enterprise, see the Firm’s Administration’s Dialogue & Evaluation for the 12 months ended December 31, 2024 and different reviews which have been filed on SEDAR+ and can be found underneath the Firm’s profile at www.sedarplus.ca.