CITGO sale hearing moved to August 18 as Gold Reserve pursues PDV Holding bid through Dalinar Energy

Why was the CITGO sale hearing delayed and what does it mean for Gold Reserve’s bid?

The United States District Court for the District of Delaware has officially postponed the hearing for the sale of shares in PDV Holding, Inc.—the parent of CITGO Petroleum Corporation—from July 22 to August 18, 2025, while maintaining earlier procedural deadlines. The update, disclosed by Gold Reserve Ltd. (TSX.V: GRZ, OTCQX: GDRZF) on June 6, follows the Canadian gold and copper exploration firm’s active pursuit of Venezuelan state-linked assets through its Delaware-incorporated subsidiary, Dalinar Energy Corporation.

According to court records, the new hearing date allows additional time for legal and regulatory review of the sale process but does not affect the June 18, 2025, deadline for topping bids or the June 27, 2025, deadline for a Final Recommendation by the court-appointed Special Master. The hearing will determine the acceptance of the Final Recommended Bid and any objections presented by stakeholders, potentially setting the stage for a forced transfer of PDVH shares—an indirect pathway to CITGO.

Gold Reserve’s continued presence in the bidding process marks a significant development in one of the most prominent asset enforcement cases involving sovereign debt from Venezuela.

What is the role of Gold Reserve and its Dalinar Energy unit in the sale?

On June 3, 2025, Gold Reserve confirmed that Dalinar Energy submitted a formal topping bid to be considered as the final buyer of PDV Holding shares. The submission follows the competitive process outlined under the U.S. legal system’s asset enforcement framework, particularly in the case of Crystallex International Corporation v. Bolivarian Republic of Venezuela, docket number 1:17-mc-00151-LPS.

Dalinar Energy’s bid is among several topping offers allowed under the court-supervised sale strategy. These bids are evaluated by the Special Master before being passed to the court for review. Gold Reserve has consistently expressed its support for procedural extensions, citing the complexity of regulatory clearance and cross-border ownership assessments.

CITGO Petroleum, a key downstream refining asset in the United States, is at the center of these proceedings. It operates as a subsidiary of PDVH and is indirectly controlled by the Venezuelan state via Petróleos de Venezuela, S.A. (PDVSA).

How did Venezuela’s debt dispute lead to CITGO’s court-managed sale?

The current sale process stems from a series of arbitration awards issued against the Venezuelan government for unlawful expropriation of foreign-owned assets during the 2000s. In 2014, Gold Reserve won an international arbitration award of over USD 700 million following the seizure of its Brisas gold and copper project. That award was later affirmed by a U.S. court ruling in 2015, allowing Gold Reserve to pursue asset enforcement in the United States.

The legal precedent was set by Crystallex International, another Canadian mining company, which successfully obtained a judgment attaching shares in PDVH as compensation for its arbitration award. This legal gateway has since been utilized by multiple creditors—including Gold Reserve—to enforce their claims through judicial sales of Venezuelan-controlled U.S. assets.

CITGO, as a U.S.-based refiner with billions in assets, represents the most tangible enforcement target for such judgments.

What are the upcoming deadlines and how might they impact the sale process?

Despite the postponement of the sale hearing, the court has reaffirmed two key deadlines:

June 18, 2025: Last date for submission of topping bids from qualified parties

June 27, 2025: Deadline for the Special Master to submit a Final Recommendation to the court

These milestones are designed to maintain the momentum of the sale process and ensure that all offers are subjected to rigorous evaluation. The August 18 hearing will focus on the recommended bid and any stakeholder objections, including from the Venezuelan government, other creditors, and regulatory agencies.

Gold Reserve’s continued pursuit of the PDVH shares hinges on regulatory clearances and the acceptance of its offer as the most viable among contenders.

What are the regulatory and financial risks facing Gold Reserve?

Gold Reserve has emphasized that its participation in the sale process is subject to multiple uncertainties, particularly those linked to U.S. regulatory reviews and the discretion of the Special Master. Approvals from entities such as the U.S. Office of Foreign Assets Control (OFAC), the Committee on Foreign Investment in the United States (CFIUS), and the Federal Trade Commission (FTC) may be required depending on the final terms of the transaction.

Additionally, the TSX Venture Exchange, where Gold Reserve is listed, may impose conditions or require additional filings to ensure compliance with Canadian securities law. These layers of review could delay or prevent the closing of any successful bid.

Other financial risks outlined by Gold Reserve include the possibility of failing to secure sufficient financing, whether through equity or debt channels, as well as the potential rejection of its bid at any stage of the judicial process. The company also faces the risk of legal objections from other Venezuela-linked creditors or geopolitical stakeholders, along with delays that may arise due to changes in the court’s schedule or appeals lodged during the proceedings.

In its latest cautionary release, Gold Reserve warned investors that “proceeds from the sale process may not be sufficient to satisfy the amounts outstanding under the Company’s September 2014 arbitral award and/or corresponding November 15, 2015 U.S. judgment.”

How are investors and analysts viewing the situation?

While direct analyst commentary on Gold Reserve’s CITGO-related bid remains limited, institutional observers note that enforcement proceedings against Venezuelan assets have become a viable path for arbitration award holders to monetize judgments that might otherwise remain unenforceable.

From a market perspective, the bid positions Gold Reserve as an active participant in the geopolitical restructuring of Venezuelan asset ownership in the United States. This has added speculative attention to the firm’s OTCQX and TSX.V listings, although trading remains thin due to the complex legal overlay.

Investors are closely monitoring developments in the Delaware court docket, as any positive ruling for Dalinar Energy could result in a significant asset acquisition and potential restructuring of CITGO’s ownership framework.

What is the broader legal and industry impact of the CITGO case?

The CITGO sale marks a pivotal legal development in the realm of sovereign debt enforcement, especially for creditors holding arbitration awards against nations with limited attachable assets. The Delaware court process has become a case study in how international judgments can be executed through U.S. courts—particularly when domestic subsidiaries of foreign state-owned entities are involved.

CITGO’s operations—comprising three U.S. refineries, over 4,000 branded stations, and distribution terminals—make it a high-profile prize in the enforcement landscape. Any change in ownership through this sale process could have ripple effects across energy markets, creditor strategy, and U.S.-Venezuela diplomacy.

What’s next for Gold Reserve and the CITGO sale?

If the Special Master submits a final bid recommendation by June 27 and it is accepted at the August 18 hearing, a transaction could move toward closing, subject to regulatory approvals. Gold Reserve’s future participation will depend not only on the legal review of its Dalinar Energy bid but also on the broader pool of creditor claims and competing offers.

Analysts expect that any final transaction involving CITGO will require layered coordination among judicial authorities, regulatory agencies, and financial backers. While Gold Reserve remains in contention, the outcome is far from certain.

The firm has stated that it will continue to pursue legal remedies to enforce its award regardless of the sale result, underscoring the long-term nature of its strategy to recover assets from the Venezuelan government.