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PEMBROKE, Bermuda — Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Firm”) offers three updates within the CITGO Sale Course of:
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1. The Firm acquired on August 27, 2025, a letter from the Federal Commerce Fee (“FTC”) granting early termination of the Hart-Scott-Rodino Act (“HSR”) ready interval for the proposed acquisition by Gold Reserve of the PDVH Shares by way of its acquisition subsidiary Dalinar Power Company. As acknowledged within the letter, the early termination is efficient instantly. This early termination signifies that the FTC has decided that Gold Reserve’s proposed acquisition of the PDVH Shares doesn’t increase antitrust considerations.
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The Firm filed discover of this regulatory approval with the U.S. District Courtroom for the District of Delaware (the “Courtroom”). A replica of this submitting and the FTC’s letter will probably be posted right here.
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High Tales
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2. Pursuant to the schedule set by the Courtroom, the Firm filed on August 27, 2025 a Movement to Strike the Particular Grasp’s Discover of Dedication of Superior Proposal. The introduction to the movement states as follows:
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“The Particular Grasp’s willpower that Amber Power’s circa $5.859 billion bid worth, is a “Superior Proposal” is opposite to this Courtroom’s orders, discards the bidding procedures on which Gold Reserve and different events relied, and threatens to short-change the Connected Judgment Collectors by $1.5 billion relative to the Dalinar Power’s $7.382 billion bid. Gold Reserve expended tens of tens of millions of {dollars} to take part on this course of and dedicated the complete worth of its $1.3 billion judgment exactly as a result of the Courtroom ordered bidder protections—as mirrored within the mannequin SPA permitted by the Courtroom and the Dalinar Power Inventory Buy Settlement (“Dalinar SPA”)—that any post-Closing Advice bid should exceed Dalinar Power’s buy worth by at the very least $80 million (i.e., the $50 million overbid quantity and the $30 million expense reimbursement).”
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The movement respectfully requests that the Courtroom strike the Discover, and any subsequent act of the Particular Grasp based mostly thereon. Responses to the movement are due by September 5, replies in help are due by September 11, and the Courtroom will hear argument on the movement on the Sale Listening to scheduled to begin September 15, 2025. A replica of the movement and displays will probably be posted right here.
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3. Pursuant to the Courtroom’s August 26, 2025 Order granting partly the Firm’s movement to unseal transcripts of the Particular Grasp’s August 11 and 13, 2025 ex parte conferences with the Courtroom, the Particular Grasp filed partially redacted copies of the transcripts on the docket. The Courtroom additional ordered that Gold Reserve could file an objection to the Particular Grasp’s redactions, to which the Particular Grasp shall reply inside two enterprise days, and to which Gold Reserve could reply on the next enterprise day. A replica of the transcripts, the Courtroom’s order, the Firm’s movement and the Particular Grasp’s response to the movement will probably be posted right here.
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A whole description of the Delaware sale proceedings will be discovered on the Public Entry to Courtroom 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 Concerning Ahead-Trying statements
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This launch comprises “forward-looking statements” inside the that means of relevant U.S. federal securities legal guidelines and “forward-looking info” inside 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 various estimates and assumptions that, whereas thought of cheap by administration right now, are inherently topic to vital enterprise, financial and aggressive uncertainties and contingencies. They’re steadily characterised by phrases reminiscent of “anticipates”, “plan”, “proceed”, “anticipate”, “undertaking”, “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 aren’t 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 identified 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 advocate the Bid within the Closing Advice; an objection to the Bid could also be upheld by the Courtroom; the Bid won’t be permitted by the Courtroom because the “Closing Advocate Bid” beneath the Bidding Procedures, and if permitted by the Courtroom could not shut, together with on account of not acquiring mandatory regulatory approvals, together with however not restricted to any mandatory approvals from the U.S. Workplace of Overseas Asset Management (“OFAC”), the U.S. Committee on Overseas Funding in the US, the U.S. Federal Commerce Fee or the TSX Enterprise Alternate; failure of the Firm or another get together to acquire adequate 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 on account 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 vital disruptions on account of transaction associated uncertainty, business situations, tariff wars or different components; the power to implement the writ of attachment granted to the Firm; the timing set for numerous studies and/or different issues with respect to the Sale Course of might not be met; the power of the Firm to in any other case take part within the Sale Course of (and associated prices related therewith
