Mr. Paul Rivett reports
GOLD RESERVE ANNOUNCES US$7.382 BILLION CITGO BID RECOMMENDATION
Gold Reserve Ltd.'s U.S. acquisition subsidiary, Dalinar Energy Corp., is the final recommended bidder for the purchase of shares of PDV Holding Inc., the indirect parent company of Citgo Petroleum Corp.
The selection of the U.S.-based Dalinar was made public today in the notice of final recommendation filed by the special master appointed by the U.S. District Court for the District of Delaware, which is overseeing the sale process. This represents a significant milestone in Gold Reserve's nearly 15-year legal journey. A copy of the special master's final recommendation and supporting materials, including Dalinar's bid materials, can be found on-line.
"We are thankful for all of the efforts of the special master and his advisers to reach today's final $7.382-billion bid recommendation. We believe the recommendation acknowledges the strength of Dalinar's bid," said Paul Rivett, Gold Reserve's executive vice-chairman. Mr. Rivett continued: "Our bid satisfies creditors further down the waterfall than was ever contemplated by any prior bid since the inception of the Delaware sale process. Gold Reserve is thankful to our consortium partners, financial counterparties and other stakeholders who steadfastly supported us through the years and made today's bid recommendation possible. Above all, we are very grateful to the team members that worked tirelessly to achieve this outcome and to Gold Reserve's supportive shareholders who kept the faith and believed in us through tough times, some for many thankless decades. We look forward to the court's decision in August and getting closer to finally closing this chapter in Gold Reserve's long history."
Dalinar's bid is supported by a consortium that includes judgment creditors Rusoro Mining Ltd., Koch Minerals SARL and Koch Nitrogen International SARL, and Siemens Energy Inc. The bid's stated net purchase price is $7,382-million (U.S.), significantly higher than the $3.7-billion (U.S.) stalking horse bid submitted by Red Tree Investments earlier this year.
At closing, Gold Reserve will own approximately 44 per cent of Dalinar's common equity, representing 85 per cent of the voting shares. In addition, Gold Reserve will hold at least $150-million of $1.5-billion of preferred equity securities in Dalinar or one of its subsidiaries.
Dalinar's $7,382-million (U.S.) bid benefits several parties by satisfying in full, in cash or non-cash consideration, Gold Reserve's attached judgment, the attached judgments of all creditors senior to Gold Reserve in the court-approved priority waterfall and the attached judgment of junior creditor Siemens Energy.
The Dalinar bid includes a combination of equity and debt financing. A consortium of lenders, led by J.P. Morgan and TD Bank and including Sumitomo Mitsui Banking Corp. (SMBC), has provided commitments for the full amount of the anticipated debt financing.
"We would like to specifically acknowledge the overwhelming effort and belief in this bid demonstrated by Meghann Altman and Keith Canton at J.P. Morgan from the outset of our submissions last year and, more recently, John Prato at TD Bank, who worked to bolster our financing at a crucial time this year that allowed us to remain competitive", said Mr. Rivett. "All financial institutions are not equal, and, in the end, it is the people in those institutions that provide for greatness at crucial times."
The Delaware Court is scheduled to hold a sale hearing on Aug. 18, 2025.
The specific terms of the Dalinar bid are governed by a stock purchase agreement between Dalinar and the special master that can be viewed on-line.
Dalinar's purchase of the PDV Holding shares 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).
Gold Reserve wishes to thank the teams at Citgo Petroleum for their strong support for the business and its stakeholders throughout this extenuated process. The company looks forward to working with these professionals at Citgo Petroleum in the months and years to come.
Gold Reserve will continue to provide periodic updates regarding the sale process as additional information becomes available.
We seek Safe Harbor.
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