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Pembroke, Bermuda – Gold Reserves Co., Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or “Gold Reserve” or “Company”) announces its Delaware subsidiary, Dalinar Energy Corporation (“””Dalinal Energy”), no special owner was chosen as the recommended bidder to purchase PDV Holding, Inc. shares (“PDVH”), the indirect parent company of Citgo Petroleum Corp., during the sale process conducted in the U.S. District Court of Delaware (“court”). Amber Energy Inc. is named in its latest final recommendation.
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Amber Energy’s net purchase price bid was about $5.9 billion, about $2 billion lower than Dalinar Energy’s $7.9 billion price.
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The company believes it opposes the final recommendation of the update and intends to do so vigorously. The objection was requested to be filed with the court on September 6, 2025 and will be considered at a sales hearing scheduled to begin on September 15, 2025.
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On August 28, 2025, Dalinar Energy offered an improvement bid to the Special Master. Improved bid terms are described in the updated final recommendation. All in all, Dalinar Energy’s total economic value for bids increased by more than $11.2 billion, including:
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- The net purchase price was $7.9 billion, and its previously successful bid price rose by $520 million;
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- The purchase price may be an additional $400 million by offering $20 million in cash and securities to junior creditors;
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- The increased financing support is to provide flexibility to address and address the potential liability of bondholders as needed for 2020 $2.9 billion and to recapitulate Dalinar Energy in its proposal to purchase PDVH shares, assuming Dalinar Energy assumes the risks associated with the 2020 bondholders’ claims.
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The gold reserves also made a series of substantial non-economic improvements to bids to resolve objections, thereby increasing the certainty of their closure.
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Dalinar Energy BID remains fully funded and supported by a loan consortium including three leading financial institutions. It provides promised debt financing, additional asset-based loans, post-trade post-issuance, and equity financing.
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More information on improved bids for Amber Energy BID and Dalinar Energy, as well as copies of all bid documents, can be found in the updated final recommendations, which can be found here.
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A complete description can be found in Crystallex International Corporation v. Venezuela Bolivarian Republic v. Venezuela, 1:17-MC-00151-LPS (D. Del.) and its related procedures, a complete description can be found in the Public Access Court Electronic Record System v. Public Access Court Electronic Record System and its related procedures.
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Warning statements regarding forward-looking statements
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This version contains “forward-looking statements” in the meaning of applicable U.S. federal securities laws and “forward-looking information”, as well as the meaning of applicable Canadian provincial and territorial securities laws and state gold reserves and the intention, hope, hope, belief, expectation or future predictions of its management. Forward-looking statements are necessarily based on many estimates and assumptions that, although at the time management considered reasonable, were inherently affected by important business, economic and competitive uncertainties and unexpected events. They are often represented by statements such as “expect”, “plan”, “continue”, “expect”, “project”, “intention”, “intention”, “believe”, “expect”, “estimate”, “estimate”, “May”, “will”, “potential”, “proposed”, “positioning”, “positioning” and some similar words, or other similar words, “possible” or “possible”. Forward-looking statements contained in this press release include, but are not limited to, statements relating to any bids filed by the Company for purchases of PDVH shares (“BID”).
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We warn that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may lead to actual events, results, results or results that may cause gold reserves to have material differences with our estimated results, results, performance, performance or achievements, Special Owners may not recommend bidding in the final recommendation; the Court may maintain objection to the bid; the bid will not be approved by the Court as a “final recommendation bid” and may not be closed if approved by the Court, including due to the absence of necessary regulatory approval, including, but not limited to, any necessary approval by the Office of Foreign Assets Control (“ OFAC”), in the Federal Trade Commission, the Federal Trade Commission, the Federal Trade Commission, the Federal Trade Commission, the United States Trade Commission, the United States Trade Commission or the TSX Commission or TSX; any transaction in which the Company or any other party fails to obtain sufficient equity and/or debt financing or any required shareholder approval or meet other conditions to carry out any transactions that are caused by bidding; the Company may lose any amount of cash due to incomplete bidding or otherwise; the conduct of the resulting bid or any transaction may involve unexpected costs, liability or delays; upon completion of any transaction in which the Company’s business may suffer material interference due to the uncertainty, industry conditions, tariff wars or other factors related to the transaction; the ability to execute attachment orders granted to the Company; the timing of various reports and/or other matters related to the sales process; the ability of the Company to participate in the sales process in other ways (as associated with the relevant expenses).
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