Rusoro Mining Ltd. (TSXV: RML,OTC:RMLFF) (the “Firm” or “Rusoro”) pronounces that on November 29, 2025, the U.S. District Courtroom for the District of Delaware, performing via U.S. Circuit Choose Leonard P. Stark, issued an order (“Sale Order”) authorizing the sale of the shares of PDV Holding, Inc. (“PDVH”), a U.S. subsidiary of the Venezuelan nationwide oil and fuel firm, Petróleos de Venezuela, S.A. (“PDVSA”) and the oblique 100% proprietor of Citgo Petroleum Corp. (“Citgo”), to Amber MSub LLC (“Amber”). The order authorizing the sale of PDVH inventory to Amber represents the end result of a number of years of litigation in regards to the public sale sale of these shares below federal and Delaware legislation to fulfill a number of billion {dollars} in judgments rendered towards the Bolivarian Republic of Venezuela (“Republic”) and PDVSA. The Sale Order directs a court-appointed particular grasp to promote the shares, which had been connected by court docket order, in accordance with the phrases of the bid submitted by Amber. Beneath that bid, the sale of the shares will generate proceeds enough to extinguish US$5.892 billion in judgments towards the Republic and Venezuela.
Upon closing, the sale pays a number of – however not all – events holding judgments and attachments towards PDVH shares, with cost to be made in accordance with a court-ordered precedence waterfall. Rusoro’s judgment towards the Republic – which, with the accrual of curiosity, is value roughly US$1.550 billion as of at this time – shall be happy by the sale. Particularly, Rusoro will obtain US$400 million in money at closing, and US$650 million of a debt instrument within the type of convertible notes (“Notes“)), additionally at closing. The Notes carry an preliminary principal quantity of US$3.65 billion (topic to flex as detailed additional within the referenced further element beneath) and liquidation desire equal to the better of (i) an agreed a number of on preliminary principal quantity and (ii) an agreed IRR. Rusoro may also obtain warrants for fairness in Amber. Further element in regards to the consideration to be paid to Rusoro (together with the flex phrases for the Notes) may be present in pertinent pages of the agreements between Rusoro and Amber, which may be discovered at pages 436 and 455 of the Particular Grasp’s Up to date Ultimate Suggestion (Doc 2123-1 on the case docket for Crystallex Worldwide Corp. v. Bol. Rep. of Venezuela, Misc. No. 17-151-LPS (D. Del.)). Administration believes that the package deal of consideration supplied by the sale offers Rusoro with the potential to get better the total worth of its judgment towards the Republic. Rusoro notes that its restoration via the sale will solely fulfill its U.S. judgment confirming its arbitration award towards the Republic; that judgment is roughly US$650 million lower than the arbitration award itself, on account of the truth that the judgment earns curiosity at a major decrease fee. Rusoro stays dedicated to amassing the total quantity of the award via all lawful means.
The Republic, PDVSA, PDVH, and Citgo have appealed the Order on December 1. Additional, the sale stays topic to approval by the Workplace of International Asset Management of the U.S. Division of the Treasury.
ON BEHALF OF THE BOARD
“Andre Agapov”
Andre Agapov, President & CEO
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