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Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Firm”) proclaims that as we speak the U.S. District Court docket for the District of Delaware (the “Delaware court docket”) issued an Order and Opinion adopting the advice of the Particular Grasp that the PDVH shares ought to be offered to Elliott/Amber Power regardless of its bid being $2 billion decrease in value than the $7.9 billion, fully-financed bid submitted by Gold Reserve/Dalinar Power and regardless of the objections filed by Gold Reserve (which have been joined by fellow collectors Siemens Power, Inc. and Valores Mundiales, S.L. and Consorcio Andino, S.L) and the objections filed by the Venezuela Events (the Opposition authorities of the Republic of Venezuela, Petroleos de Venezuela SA, PDVSA Holding Firm and CITGO Holding Inc.).
The Delaware court docket additionally inter alia ordered the events to file a joint standing report on November 28, 2025, after which the court docket indicated it’ll challenge a Remaining Sale Order on or earlier than December 1, 2025.
A duplicate of the Order and the Opinion might be discovered right here .
Gold Reserve respectfully disagrees with the court docket’s determination and maintains its place that its previously-recommended bid ought to have been chosen for the explanations acknowledged in its a number of objections. Gold Reserve additionally maintains its place that the sale course of was plagued with important conflicts of curiosity, together with the $170 million in charges collected by the Particular Grasp’s advisors from associates of Elliott and the 2020 bondholders concerned in Elliott’s bid.
Gold Reserve intends to judge and pursue all accessible appellate treatments and different avenues for reduction to guard its rights.
As a way to shut on its buy of the PDVH shares, Elliott/Amber Power should nonetheless acquire approval from the U.S. authorities by means of a license issued by the Workplace of International Property Management (“OFAC”) and acquire different regulatory approvals. The Delaware court docket, in as we speak’s Order and Opinion, stayed the Elliott/Amber Power closing “till no sooner than seven (7) days after the Particular Grasp dockets a discover indicating that OFAC has granted such a license, all different regulatory and different crucial approvals have been obtained, and the Sale Transaction is able to shut.” The Delaware court docket acknowledged that this offered events with “adequate time to hunt a keep pending attraction from the Third Circuit.”
An entire description of the Delaware sale proceedings might 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.
Cautionary Assertion Relating to Ahead-Trying statements
This launch incorporates “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 longer term. Ahead-looking statements are essentially based mostly upon plenty of estimates and assumptions that, whereas thought-about cheap by administration at the moment, are inherently topic to important enterprise, financial and aggressive uncertainties and contingencies. They’re ceaselessly characterised by phrases equivalent to “anticipates”, “plan”, “proceed”, “anticipate”, “venture”, “intend”, “imagine”, “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 embrace, however aren’t restricted to, statements regarding any bid submitted by the Firm for the acquisition of the PDVH shares (the “Bid”).
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 proceeds from the Elliott/Amber Power bid, if it closes, is not going to fulfill any quantities excellent underneath the Firm’s September 2014 arbitral award and/or corresponding November 15, 2015 U.S. judgement; Gold Reserve could also be unsuccessful in any attraction or problem to the Court docket’s November 25, 2025 Order and Opinion approving the Particular Grasp’s advice of the Elliott/Amber Power bid and rejecting objections to the identical, together with the objections made by Gold Reserve; that the Sale Course of could not end in a sale of the PDVH shares to any particular person, together with Elliott/Amber Power or some other purchaser really helpful by the Particular Grasp or accredited by the Court docket; that the Firm could forfeit any money quantity deposit made because of failing to finish the Bid or in any other case; 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); 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 attainable settlements between Venezuela and different collectors and the affect of any such settlements on the quantity of funds which may be accessible underneath the Sale Course of; 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 shouldn’t be 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 chance elements affecting the Firm’s enterprise, see the Firm’s Administration’s Dialogue & Evaluation for the interval ended September 30, 2025 and different studies which have been filed on SEDAR+ and can be found underneath the Firm’s profile at www.sedarplus.ca .
Traders are cautioned to not put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Gold Reserve or individuals appearing on its behalf are expressly certified of their entirety by this discover. Gold Reserve disclaims any intent or obligation to replace publicly or in any other case revise any forward-looking statements or the foregoing checklist of assumptions or elements, whether or not on account of new data, future occasions or in any other case, topic to its disclosure obligations underneath relevant guidelines promulgated by relevant Canadian provincial and territorial securities legal guidelines.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For additional data relating to Dalinar Power, go to: https://www.dalinarenergy.com .
For additional data relating to Gold Reserve Ltd., go to https://www.goldreserve.bm .
View supply model on businesswire.com: https://www.businesswire.com/information/residence/20251125582297/en/
investorrelations@goldreserve.bm
(441) 295-4653
A.S. Cooper Constructing, seventh Ground, 26 Reid Avenue, Hamilton, HM 11, Bermuda
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