Gold Reserve Provides Update in Citgo Sale Process: Gold Reserve Files Appeal

Executive Summary

• Gold Reserve Ltd. filed its opening appeal brief with the U.S. Court of Appeals for the Third Circuit challenging the District Court’s order approving the $2 billion‑lower bid by Elliott/Amber Energy for PDVH Shares.
• The company also disclosed a settlement to pay approximately $5 million in commitment fees to its lenders, funded from cash on hand and potentially additional funds upon closing of the Elliott/Amber Energy sale.
• Responses to the appeal are due by February 9, 2026, and the filing underscores ongoing legal and procedural disputes over the Venezuelan asset sale.

Key Details

• Appeal Brief Filed: Opening brief submitted to the Third Circuit contesting the District Court’s approval of Elliott/Amber Energy’s purchase of PDVH Shares.
• Legal Arguments:
• Alleged violation of Delaware law requiring sale to the highest bidder (Elliott/Amber bid $2 B lower than Gold Reserve’s).
• Claim that the Special Master and advisors should have been disqualified due to conflicts of interest.
• Other Parties: Appeals also filed by Venezuela, PDVSA, PDVH, Citgo Petroleum, and XYQ US, LLC.
• Timeline: Responses to the appeal are expected, with a deadline of February 9, 2026.
• Settlement on Commitment Fees:
• Gold Reserve will pay approximately $5 million to its banks for commitment fees under the loan facility used for its PDVH bid.
• Payment source: cash on hand; any additional amounts will be funded exclusively from funds payable upon a potential closing of the Elliott/Amber Energy sale.
• Operational Outlook: Company is reviewing and updating security plans for eventual safe return to operations in Venezuela when conditions allow.
• Forward‑Looking Statements: The release contains extensive forward‑looking language outlining risks related to the appeal outcome, sale process, and settlement impacts.

Notable Quotes

(No direct quotes were provided in the release.)