Rusoro provides CITGO update

Rusoro Mining Ltd. (TSXV: RML,OTC:RMLFF) (the “Company” or “Rusoro”) announces that on November 29, 2025, the United States District Court for the District of Delaware, acting through United States Circuit Judge Leonard P. Stark, issued an order (“Sale Order”) authorizing the sale of the shares of PDV Holding, Inc. (“PDVH”), a U.S. subsidiary of the Venezuelan national oil and gas company, Petróleos de Venezuela, SA (“PDVSA”) and the indirect 100% owner of Citgo Petroleum Corp. (“Citgo”), to Amber MSub LLC (“Amber”). The order approving the sale of PDVH shares to Amber represents the culmination of several years of litigation over the auction sale of those shares under federal law and Delaware law to satisfy several billion dollars in judgments entered against the Bolivarian Republic of Venezuela (“Republic”) and PDVSA. The Sale Order directs a court-appointed special master to sell the shares, which have been seized by court order, in accordance with the terms of Amber’s offer. Under that offer, the sale of the shares will generate proceeds sufficient to wipe out $5.892 billion in judgments against the Republic and Venezuela.

At closing, the sale will pay some (but not all) of the parties issuing judgments and attachments on PDVH shares, with payment made in accordance with a court-ordered priority waterfall. Rusoro’s judgment against the Republic – which, with accruing interest, is worth about $1.550 billion as of today – will be satisfied by the sale. Specifically, Rusoro will receive $400 million in cash at closing, and $650 million in debt instrument in the form of convertible notes (“Comments“)), including at closing. The Notes have an initial principal amount of US$3.65 billion (subject to flex as further described in the additional details below) and a liquidation preference equal to the greater of (i) an agreed multiple on initial principal amount and (ii) an agreed IRR. Rusoro will also receive warrants for equity in Amber. Additional details of the consideration payable to Rusoro (including the flex terms for the Notes) can be found on the relevant pages of the agreements between Rusoro and Amber, found on pages 436 and 455 of the Special Master’s Updated Final Recommendation (Document 2123-1 on the case docket for Crystallex International Corp. v. Bol. Rep. of Venezuela, Misc. No. 17-151-LPS (D. Del.)). judgment against the Republic. Rusoro notes that its recovery is through the sale, Rusoro will only satisfy its US judgment affirming the arbitration award against the Republic, approximately $650 million less than the arbitration award itself, due to the fact that the award accrues interest at a significantly lower rate.

The Republic, PDVSA, PDVH and Citgo appealed the decision on December 1. In addition, the sale remains subject to approval by the U.S. Treasury Department’s Office of Foreign Asset Control.

ON BEHALF OF THE BOARD

“André Agapov”
Andre Agapov, president and CEO

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Cautionary Statement Regarding Forward-Looking Information and Statements:

“This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. This information and statements relate to future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are often identified by words such as “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “intend” and such terminology, and reflect assumptions, estimates, opinions and analyzes made by the management of Rusoro Mining Ltd. in light of its experience, current conditions, expectations of future developments and other factors that it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Rusoro’s actual results, performance and achievements to be materially different from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed on them.

Risks and uncertainties that could cause actual results to vary include, but are not limited to, the availability of financing; fluctuations in commodity prices; changes in and compliance with applicable laws and regulations, including environmental laws and obtaining required permits; political, economic and other risks; as well as other risks and uncertainties that are more fully described in our annual and quarterly Management’s Discussion and Analysis and in other filings by us with the Canadian securities regulatory authorities, which are available at www.sedarplus.ca. Rusoro Mining Ltd. disclaims any obligation to update or revise any forward-looking information or statements, except as may be required.”

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 adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276728