Gold Reserve Ltd. expressed its objection to an unsolicited bid in the CITGO auction by an anonymous bidder, stating that it does not meet key proposal requirements, such as a minimum value and the payment of fees. The company reaffirms its position as the primary bidder in the sale process.
For Gold Reserve —which previously made a substantial bid— the offer from the so-called “bidder B” is highly objectionable, as the Notice of Unsolicited Bid Submission in the context of the Crystallex International Corporation lawsuit against the Bolivarian Republic of Venezuela is late and incomplete.
Additionally, Gold Reserve emphasizes that the court cannot force a senior creditor to accept non-monetary consideration, insisting that it will not accept such payment. They assert that the CITGO auction should proceed without further delays, considering this offer as an unnecessary distraction.
Gold Reserve’s Response to the Unsolicited Bid
On August 11, 2025, attorneys for Gold Reserve Ltd. submitted their response to the U.S. District Court for the District of Delaware, where the case Crystallex International Corp. against the Bolivarian Republic of Venezuela is being heard, regarding the CITGO auction.
Gold Reserve highlights that the court-appointed expert, Robert B. Pincus, did not consider the unsolicited bid from bidder B as a “superior proposal.” The notification from the expert indicates that the anonymous bidder had access to the virtual data room since July 1, 2025, and is in discussions with various parties for their consent but has not provided any documentation of these agreements.
Therefore, Gold Reserve argues that, under Section 6.16 of the Sale and Purchase Agreement (SPA) between the court-appointed expert and Dalinar Energy Corporation (a subsidiary of Gold Reserve), the bid does not meet the criteria to be considered a superior proposal.
Criteria for a “Superior Proposal” According to the SPA
Gold Reserve reminds that an unsolicited bid must meet a series of specific requirements to be considered a “superior proposal” under Section 6.16 of the SPA.
These requirements include:
Value:
The value of the bid must equal or exceed the purchase price of Dalinar’s offer of USD 7.382 billion.
Minimum Overbid:
The bid must exceed Dalinar’s by the “minimum overbid” amount, which consists of USD 30 million in reimbursable expenses payable to Dalinar Energy plus USD 50 million payable to creditors with attached judgments.
Termination Fee:
The bidder must accept to pay the termination fee of USD 75 million to Red Tree, the “Stalking Horse bidder.”
Deposit:
The bidder must accept to pay the deposit of USD 50 million.
Unacceptability of Non-Monetary Consideration
The Delaware court ruled that the state’s law does not permit forcing a senior creditor to accept non-monetary consideration.
Consequently, Gold Reserve believes that if the unsolicited bid includes non-monetary consideration, it must be agreed upon by any senior creditor.
Furthermore, Gold Reserve emphatically states: “To avoid any doubt, Gold Reserve has not agreed, nor does it expect to ever do so, to accept non-monetary consideration from any potential unsolicited superior bidder, whether from Bidder B or any other party.”
This means that any bid relying on non-monetary consideration to satisfy Gold Reserve would be “dead on arrival.”
Gold Reserve’s Commitment to Maximizing Value
Gold Reserve reaffirms its goal of delivering the highest possible value offer to satisfy the greatest number of creditors with secured judgments, aligning with the court’s mandate.
It notes that it has increased its superior offer to surpass any previous bidder. Gold Reserve also emphasizes that after nearly two years of extensive review, litigation, and discovery of its own bid, the parties should proceed with the scheduled sale hearing.
Finally, Gold Reserve expresses its disapproval that a bidder would wait anonymously to finalize a bid at such a late date, particularly when it seems they haven’t even acted promptly to finalize agreements that would make their bid actionable.