Rusoro Provides CITGO Update

Rhea-AI Summary

Rusoro Mining (RMLFF) announced that a U.S. District Court in Delaware issued a Sale Order on November 29, 2025 authorizing the sale of PDV Holding shares to Amber MSub LLC to satisfy multi‑billion‑dollar judgments against Venezuela and PDVSA.

The sale is expected to generate sufficient proceeds to extinguish US$5.892 billion in judgments. Rusoro's U.S. judgment (including interest) is approximately US$1.550 billion today; Rusoro will receive US$400 million cash at closing, US$650 million in a debt instrument (convertible notes) at closing, plus Amber warrants. The Notes carry an initial principal of US$3.65 billion (subject to flex) and a liquidation preference structure.

The Republic, PDVSA, PDVH and Citgo appealed the Sale Order on December 1, and the sale remains subject to OFAC approval.

Positive

• Sale expected to extinguish US$5.892 billion of judgments
• Rusoro judgment (~US$1.550B) will be satisfied by sale proceeds
• Rusoro to receive US$400M cash at closing
• Rusoro to receive US$650M in convertible notes at closing
• Rusoro receives equity warrants in Amber

Negative

• Sale is under appeal by the Republic, PDVSA, PDVH and Citgo
• Transaction remains subject to OFAC approval
• Rusoro's judgment value is ~US$650M less than arbitration award

Vancouver, British Columbia--(Newsfile Corp. - December 2, 2025) - Rusoro Mining Ltd. (TSXV: RML) (the "Company" or "Rusoro") announces that on November 29, 2025, the U.S. District Court for the District of Delaware, acting through U.S. 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, S.A. ("PDVSA") and the indirect 100% owner of Citgo Petroleum Corp. ("Citgo"), to Amber MSub LLC ("Amber"). The order authorizing the sale of PDVH stock to Amber represents the culmination of several years of litigation concerning the auction sale of those shares under federal and Delaware law to satisfy several billion dollars in judgments rendered against the Bolivarian Republic of Venezuela ("Republic") and PDVSA. The Sale Order directs a court-appointed special master to sell the shares, which were attached by court order, in accordance with the terms of the bid submitted by Amber. Under that bid, the sale of the shares will generate proceeds sufficient to extinguish US$5.892 billion in judgments against the Republic and Venezuela.

Upon closing, the sale will pay several - but not all - parties holding judgments and attachments against PDVH shares, with payment to be made in accordance with a court-ordered priority waterfall. Rusoro's judgment against the Republic - which, with the accrual of interest, is worth approximately US$1.550 billion as of today - will be satisfied by the sale. Specifically, Rusoro will receive US$400 million in cash at closing, and US$650 million of a debt instrument in the form of convertible notes ("Notes")), also at closing. The Notes carry an initial principal amount of US$3.65 billion (subject to flex as detailed further in the referenced additional detail below) and 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 detail concerning the consideration to be paid to Rusoro (including the flex terms for the Notes) can be found in pertinent pages of the agreements between Rusoro and Amber, which can be found at 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.)). Management believes that the package of consideration provided by the sale provides Rusoro with the potential to recover the full value of its judgment against the Republic. Rusoro notes that its recovery through the sale will only satisfy its U.S. judgment confirming its arbitration award against the Republic; that judgment is approximately US$650 million less than the arbitration award itself, as a result of the fact that the judgment earns interest at a significant lower rate. Rusoro remains committed to collecting the full amount of the award through all lawful means.

The Republic, PDVSA, PDVH, and Citgo have appealed the Order on December 1. Further, the sale remains subject to approval by the Office of Foreign Asset Control of the U.S. Department of the Treasury.

ON BEHALF OF THE BOARD

"Andre Agapov"
Andre Agapov, President & CEO

For further information, please contact:

Rusoro Mining Ltd.
Gordon Keep
E: gkeep@fiorecorporation.com
T: 604 609-6110

Cautionary Note 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 address 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 frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Rusoro Mining Ltd. in light of its experience, current conditions, expectations of future developments and other factors which 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 differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.

Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and 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 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

FAQ

What did Rusoro (RMLFF) announce on December 2, 2025 about Citgo?

A U.S. court authorized sale of PDV Holding shares to Amber, enabling payment of multi‑billion judgments including Rusoro's.

How much will Rusoro (RMLFF) receive from the PDV Holding sale at closing?

Rusoro will receive US$400 million cash and US$650 million in convertible notes at closing, plus warrants.

Does the PDV Holding sale fully satisfy Rusoro's arbitration award value for RMLFF?

The sale will satisfy Rusoro's U.S. judgment (~US$1.550B) but that is about US$650 million less than the arbitration award due to lower interest accrual.

What legal or regulatory hurdles remain for Rusoro's RMLFF recovery?

The Sale Order was appealed on December 1 and the sale still requires OFAC approval.

What is the total judgment amount the PDV Holding sale aims to extinguish related to RMLFF news?

The sale is structured to generate proceeds sufficient to extinguish US$5.892 billion in judgments.