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Gold Reserve Files Response to Notice of Unsolicited Non-conforming Bid in the CITGO Sale Process
Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the ...
About this update from Gold Reserve Ltd.
[{"type":"text","content":"Gold Reserve Files Response to Notice of Unsolicited Non-conforming Bid in the CITGO Sale Process\n\n\n .bwalignc { text-align: center; list-style-position: inside }\n.bwlistdecimal { list-style-type: decimal }\n \n\n\n\n Gold Reserve Ltd. (TSX.V: GRZ) (BSX: GRZ.BH) (OTCQX: GDRZF) (“Gold Reserve” or the “Company”) announces that today it filed a response to the Special Master’s notice of an unsolicited, competing proposal to purchase the shares of PDV Holding, Inc. (“PDVH”), the indirect parent company of CITGO Petroleum Corp (the “Unsolicited Proposal”). As previously announced by the Company\n \n here\n \n , the Special Master has not deemed the Unsolicited Proposal to be a Superior Proposal.\n \n\n Gold Reserve’s response included the following points:\n \n\n\n In order for the Unsolicited Proposal to be deemed a Superior Proposal it must, among other things, meet the following requirements: (a) its value must meet or exceed the Purchase Price of the Dalinar Bid of $7.382 billion (using the valuation date of June 30, 2026); (b) its value must also include the “Overbid Minimum,” which consists of the $30 million Expense Reimbursement to Dalinar Energy plus $50 million to the Attached Judgment Creditors; (c) it must agree to pay the $75 million termination fee to the Stalking Horse bidder (Red Tree); and (d) it must agree to pay the $50 million deposit.\n \n\n Under Delaware law, the Court cannot compel a senior creditor to accept any non-cash consideration. Accordingly, if the Unsolicited Proposal intends to meet or exceed the purchase price of the Dalinar Energy bid with non-cash consideration, such non-cash consideration must be agreed to by any senior creditor. If a senior creditor, such as Gold Reserve, does not consent to accept any such non-cash consideration, the Unsolicited Proposal is dead on arrival. For clarity, Gold Reserve has not agreed to accept non-cash consideration.\n \n\n\n A copy of Gold Reserve’s response can be found\n \n here\n \n .\n \n\n A complete description of the Delaware sale proceedings 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 related proceedings.\n \n\n\n Cautionary S...