Gold Reserve Provides Update on Legal Proceedings in Delaware

Gold Reserve Provides Update on Legal Proceedings in Delaware
Financial mail

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Pembroke, Bermuda – Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) today provided an update on recent developments in its ongoing legal proceedings related to the Citgo sale.

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The U.S. District Court for the District of Delaware issued a decision today denying Gold Reserve’s request to disqualify the special master overseeing the Citgo sale and its advisors – the law firm Weil, Gotshal & Manges LLP (“Weil”) and Evercore Inc. – In addition to the district court judge. The court also rejected a similar request submitted by the Venezuelan parties. The court also stated that it does not intend to rule on Amber Energy’s bid before November 21, 2025. Copies of the court’s written opinion and order will be published. here.

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Gold Reserve respectfully disagrees with the ruling and continues to believe that the sale had a significant conflict of interest, including the $170 million in fees collected by the Special Master Program advisors from Elliott affiliates and 2020 noteholders participating in Elliott’s offering, as revealed through the company’s court-authorized limited discovery. These concerns were noted in the court’s written opinion, which noted the following:

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“One lawyer, Jeffrey Saferstein, represented Elliott and also Apollo Global Management, a major investor in Elliott Bid; prior to joining Weil, Saferstein worked at another law firm, Paul, Weiss, Rifkind, Wharton, & Garrison, LLP, with Michael Turkle, who now works at Elliott Management… In a discovery, Movants obtained an email explaining that the day before the highest bids were due in the sale, a frustrated Turkle called Saferstein to seek Some level of assistance in the offer that Elliott planned to make… Saferstein then wrote to his colleagues at Weil working with the special master to say: “(I hate) that they (i.e. Elliott) do not want to work with us.”

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The Company maintains its view that these and other disputes undermine the fairness and integrity of the Citgo sale process and intends to seek all appropriate remedies.

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Separately, in Gold Reserve’s pending action in the Delaware Court of Chancery against Rusoro Mining Ltd. For violating the consortium agreement between the parties, the court refused to expedite Gold Reserve’s request for a preliminary injunction. The court decided that it would wait for developments in the Citgo sale before addressing this matter.

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A complete description of the sale proceedings in Delaware can be found on the court’s public access electronic records system in Crystallex International Corporation v. Bolivarian Republic of Venezuela, 1:17-mc-00151-LPS (D. Del.) and related proceedings.

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Cautionary statement regarding forward-looking statements

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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 the intentions, hopes, beliefs, expectations or forecasts of Gold Reserve and its management for the future. Forward-looking statements are necessarily based on a number of estimates and assumptions that, although considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. They are often characterized by words such as “anticipates”, “plans”, “continue”, “expects”, “plans”, “intends”, “believes”, “anticipates”, “estimates”, “may”, “will”, “potential”, “proposed”, “position” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements in this press release include, but are not limited to, statements regarding any offer by the Company to purchase PDVH shares (“Offer”).

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We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause Gold Reserve’s actual events, results or results to differ materially from our estimated results, results, performance or achievements expressed or implied by such forward-looking statements, including but not limited to: the discretion of the Special Master to consider the Offer, to enter into any discussions or negotiations with respect thereto; The special master may not recommend the bid in the final recommendation; The court may uphold the objection to the offer; The Offer will not be approved by the court as a “Final Recommendation Offer” under the bidding procedures, and if approved by the court may not close, including as a result of failure to obtain necessary regulatory approvals, including without limitation any necessary approvals from the U.S. Office of Foreign Assets Control (“OFAC”), the U.S. Committee on Foreign Investment in the United States, the U.S. Federal Trade Commission or the TSX Venture Exchange; the failure of the Company or any other party to obtain sufficient equity and/or debt financing or any required shareholder approvals, or satisfy other conditions to effect any transaction resulting from the Offer; that the Company may forfeit any cash deposited due to failure to complete the Offer or otherwise; that the submission of the Bid or any resulting transaction may involve unexpected costs, liabilities or delays; that, prior to or as a result of the consummation of any transaction contemplated in the Bid, the Company’s business may experience significant disruptions due to uncertainties related to the transaction, industry conditions, tariff wars or other factors; The ability to enforce a lien order granted to the Company; The timeliness of various reports and/or other matters relating to the sale process may not be met; The Company’s ability to otherwise participate in the sale process (and the relevant costs associated therewith

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; The amount of proceeds associated with the sale, if any; the competing claims of other creditors of Venezuela, PDVSA and the Company, including any interest on the judgments of such creditors and any priority granted thereto; uncertainty regarding potential 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; The proceeds of the sale may not be sufficient to fully satisfy the amounts due under the Company’s September 2014 arbitration award and/or November 15, 2015 US judgment; and the implications of bankruptcy in connection with the sale and/or the Company’s claims, including the result of priority of other claims. This list is not exhaustive of 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 and Analysis for the Year Ended December 31, 2024 and other reports filed on SEDAR+ and available under the Company’s profile at www.sedarplus.ca.

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