Rusoro Provides CITGO Update

Executive Summary

• A U.S. District Court order authorizes the sale of PDV Holding, Inc. shares to Amber MSub LLC, generating proceeds to satisfy US$5.892 billion in judgments against Venezuela and PDVSA.
• Rusoro Mining Ltd.’s judgment (~US$1.550 billion) will be satisfied with US$400 million cash plus US$650 million of convertible notes (principal US$3.65 billion, subject to flex) at closing, and warrants for equity in Amber.
• The sale is pending OFAC approval and is being appealed by the Republic, PDVSA, PDVH, and Citgo.

Key Details

• Court Order: U.S. District Court for the District of Delaware issued a “Sale Order” on November 29 2025 authorizing the sale of PDVH shares to Amber MSub LLC.
• Judgment Satisfaction: The transaction will extinguish US$5.892 billion in judgments; Rusoro’s judgment (~US$1.550 billion) will be satisfied as follows:
• Cash Payment: US$400 million at closing.
• Convertible Notes: US$650 million of notes issued to Rusoro at closing.
  • Initial principal amount of the notes: US$3.65 billion (flexible per agreement).
  • Liquidation preference equal to the greater of an agreed multiple on principal or an agreed IRR.
• Equity Warrants: Rusoro will receive warrants for equity in Amber MSub LLC (terms detailed in the Special Master’s Updated Final Recommendation, pages 436 & 455).
• Judgment Context: Rusoro’s judgment against Venezuela is worth approximately US$1.550 billion with accrued interest; the cash + notes package aims to recover the full value of this judgment.
• Appeals & Approvals: The Republic, PDVSA, PDVH, and Citgo have appealed the order (appeal filed December 1). Sale remains subject to approval by the U.S. Office of Foreign Assets Control (OFAC).
• Management Statement: Rusoro’s management believes the consideration provides potential full recovery of its judgment and reaffirms commitment to pursue the remaining award amount through lawful means.

Notable Quotes

“The package of consideration provided by the sale provides Rusoro with the potential to recover the full value of its judgment against the Republic.” – Andre Agapov, President & CEO

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Materiality Assessment: Material – Positive (significant cash and note proceeds expected to satisfy a large outstanding judgment).