Gold reserve provides update in CITGO sales process: several parties appeal final sales order

Gold reserve provides update in CITGO sales process: several parties appeal final sales order

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Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announces that it today filed a notice of appeal with the United States Court of Appeals for the Third Circuit (the “Court of Appeals”) of the final sale order entered by the United States District Court for the District of Delaware (the “District Court”) on November 29, 2025 authorizing the sale of the PDVH shares to Elliott/Amber Energy (“Elliott”). The appeal also includes all prior orders and decisions giving rise to and incorporated into the final sale order, including but not limited to the district court’s opinion and order dated November 25, 2025 approving Elliott’s offer in lieu of the Company’s offer valued at $2 billion higher.

Appeals have also been filed by the Venezuela parties (the Opposition Government of the Bolivarian Republic of Venezuela, Petróleos de Venezuela, SA, PDV Holding, Inc. and CITGO Petroleum Corporation). The Venezuela parties also applied to the Court of Appeal to suspend the final sale order pending the outcome of the appeals.

A copy of the files can be found here .

A complete description of the Delaware sale procedure 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 associated procedures.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of applicable U.S. federal securities laws and “forward-looking information” within the meaning of applicable Canadian provincial and territorial securities laws and the intentions, hopes, beliefs, expectations or predictions of State Gold Reserve and its management for the future. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while currently considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. They are often characterized by words such as “anticipate,” “plan,” “continue,” “expect,” “project,” “intend,” “believe,” “anticipate,” “estimate,” “may,” “will,” “potential,” “proposed,” “positioned” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements in this press release include, but are not limited to, statements regarding any offer made by the Company to purchase the PDVH shares (the “Offer”).

We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause Gold Reserve’s actual events, outcomes or results to be materially different from our estimated outcomes, results, performance or achievements expressed or implied by these forward-looking statements, including but not limited to: the proceeds of the Elliott/Amber Energy tender offer, if closed, will not satisfy the amounts outstanding under the company’s September 2014 arbitration award and/or the corresponding offer dated November 15, 2014. US judgment from 2015; Gold Reserve cannot be successful in an appeal or challenge to the Court’s November 25, 2025 Order and Opinion approving the Special Master’s recommendation for the Elliott/Amber Energy Offer and dismissing the objections thereto, including Gold Reserve’s objections; that the sale process may not result in a sale of the PDVH shares to anyone, including Elliott/Amber Energy or any other purchaser recommended by the Special Master or approved by the court; that the Company may forfeit any cash deposit due to failure to complete the Offer or otherwise; the possibility of executing the attachment granted to the Company; it may be that the set timing for various reports and/or other matters relating to the Sales Process is not met; the Company’s ability to otherwise participate in the Sales Process (and the costs associated therewith); the amount of proceeds, if any, associated with the sales process; the competing claims of other creditors of Venezuela, PDVSA and the Company, including any interest on the judgments of such creditors and the priority accorded thereto; uncertainties regarding potential settlements between Venezuela and other creditors and the impact of such settlements on the amount of money that may be available under the sale process; and the consequences of bankruptcy relating to the sales process and/or the company’s claims, including as a result of the priority of other claims. This list is not exhaustive of the factors that could affect the company’s forward-looking statements. For a more detailed discussion of the risk factors affecting the Company’s business, see the Company’s Management’s Discussion & Analysis for the period ended September 30, 2025 and other reports filed on SEDAR+ and available under the Company’s profile at www.sedarplus.ca .

Investors are cautioned not to place undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Gold Reserve or persons acting on its behalf are expressly qualified in their entirety by this notice. Gold Reserve disclaims any intention or obligation to publicly update or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to its disclosure obligations under applicable rules promulgated by applicable Canadian provincial and territorial securities laws.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE SUITABILITY OR ACCURACY OF THIS RELEASE.

For more information about Dalinar Energy, please visit: https://www.dalinarenergy.com .

For more information about Gold Reserve Ltd., visit https://www.goldreserve.bm or contact:

investorrelations@goldreserve.bm
(441) 295-4653
AS Cooper Building, 7th Floor, 26 Reid Street, Hamilton, HM 11, Bermuda

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