Gold Reserve Announces Submission of Revised Topping Bid by Dalinar Energy for CITGO Parent Company

Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announces that today its Delaware subsidiary, Dalinar Energy Corporation (“Dalinar Energy”), submitted a revised topping bid to be selected as the Final Recommended Bid for the purchase of the shares of PDV Holding, Inc. (“PDVH”), the indirect parent company of CITGO Petroleum Corp., pursuant to the sales process being conducted by the U.S. District Court for the District of Delaware (the “Court”). Dalinar Energy submitted an initial topping bid on June 3, 2025 as announced here.

Dalinar Energy looks forward to continuing to work with the Special Master appointed by the Court to operate the sale process, and Dalinar Energy may further revise its bid prior to Special Master submitting his final recommendation to the Court on July 2, 2025.

Dalinar Energy’s revised bid is supported by a consortium that, as with its prior bids, includes judgment creditors senior to Gold Reserve in the Court’s priority waterfall -- Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl.

Dalinar Energy’s revised bid relies on a combination of equity and debt financing. The revised bid is supported by a lending consortium that includes three leading financial institutions, which fully supported the revised bid by providing final debt commitment papers indicating 100% commitment.

The revised bid, if approved by the Court, and consummated, would satisfy, in cash or non-cash consideration, the attached judgments of all waterfall creditors senior to Gold Reserve. The revised bid also would satisfy a substantial percentage of Gold Reserve’s attached judgment.

Terms of the revised bid will remain confidential until the Special Master appointed to operate the sale process reviews all bids and makes his final recommendation to the Court. The Court is scheduled to hold a sale hearing starting on August 18, 2025, and in connection therewith rule on any objections to the Special Master’s final recommendation.

Consummation of the revised bid, if selected and approved by the court, is subject to closing conditions and regulatory approvals, including but not limited to approval by the U.S. Department of Treasury’ s Office of Foreign Assets Control (“OFAC”).

A complete description of the Delaware sale proceedings can be found on the Public Access to Court Electronic Records system in Crystallex International Corporation v. Bolivarian Republic of Venezuela, 1:17-mc-00151-LPS (D. Del.) and its related proceedings.