Gold Reserve has demanded that the Delaware court require Elliott/Amber to publicly disclose any rejections in its regulatory processes. This dispute arises in the context of the CITGO auction, where Gold Reserve argues that transparency is essential for ensuring the feasibility of the sale process.
While the purchasing party agrees to notify approvals, it seeks to keep any official rejections confidential, which could impede the closing of the deal. Gold Reserve contends that the right to this information is crucial for all creditors involved, as any legal hindrance could invalidate the supposed superiority of the Elliott/Amber offer.
Meanwhile, Amber Energy Inc. officially informed Judge Leonard P. Stark that the Turkish Competition Authority has approved the proposed transaction. It specified that Turkish regulators have determined that the purchase will not adversely affect market competition, thus removing a significant legal hurdle.
Dispute Over Disclosure of Regulatory Approvals
In the context of the executive summary of the Crystallex International Corp. case against the Bolivarian Republic of Venezuela, which relates to the CITGO auction, Gold Reserve requested that the U.S. District Court for the District of Delaware order Elliott Investment Management, L.P./Amber Merger Sub LLC to publicly notify not only the regulatory approvals for their bid for PDVH shares but also any rejections.
Elliott/Amber agreed to notify the approvals but opposes revealing the rejections in an effort to keep this information secret. Gold Reserve vehemently refutes this position, arguing that the sale of PDVH shares is not a “private agreement,” but a “public sale” subjected to scrutiny from all parties, including Judicial Creditors like Gold Reserve.
It asserts that a regulatory rejection is vital information that directly impacts the feasibility of the Elliott/Amber offer, which was recommended by the judicial expert based on its alleged “certainty of closing.” Withholding this information until a distant closing date in September 2026 (or later) is unacceptable, as such a rejection would undermine the value of the offer and fundamentally alter the conditions of the CITGO auction.
The crux of the dispute is the notification of regulatory rejections, which Elliott/Amber firmly opposes, while Gold Reserve maintains that hiding them is detrimental to the process and lacks legal merit, requesting the court to order full disclosure of both approvals and rejections.
Gold Reserve’s Arguments for Full Disclosure
Gold Reserve argues:
1. Public Nature of the Judicial Sale
Elliott/Amber claims that Gold Reserve is not a “party” to its “agreement” to purchase the shares and therefore has no right to the information. Gold Reserve counters this argument as follows:
The sale isn’t a “private agreement” protected by commercial confidentiality.
It is a “public sale” of seized goods conducted under Delaware statute, under court supervision, and in view of the public and all Judicial Creditors.
As one of these creditors, Gold Reserve has the right to access this crucial information.
2. Critical Importance of Rejections
Elliott/Amber implies that Gold Reserve has an “improper motive” in requesting this information, aiming to “sabotage Amber’s transaction.” Gold Reserve responds that this reasoning “doesn’t make sense”:
Obtaining regulatory approvals is a prerequisite for Elliott/Amber to close the purchase.
The likelihood of obtaining such approvals was one of the stated criteria on which the judicial expert based the recommendation for the Elliott/Amber offer.
Therefore, a regulatory rejection constitutes “vital information” that must be known to the court, the Third Circuit Court of Appeals (where appeals are pending), and all creditors, as it directly affects their ability to recover their judgments.
3. Zero Value of an Unclosable Offer
Elliott/Amber argues that the matter is settled, as the court “has already determined that Amber’s offer provides the highest value and certainty of closing.” Gold Reserve refutes this with straightforward logic:
• If Elliott/Amber cannot close the transaction due to a regulatory rejection, “its offer will deliver zero value to the judgment holders because there will be no closing.”
• The premise of “certainty of closing” would crumble if an insurmountable regulatory barrier existed.
4. Rejection of Delays and Lack of Transparency
Elliott/Amber suggests that all parties wait “in the dark” until the closing deadline set for September 26, 2026, to finally reveal their inability to close. Gold Reserve considers this proposal unacceptable:
If there is a legal barrier to closing, the court, the Third Circuit, and all interested parties have the right to “immediate notification.”
Waiting until 2026 or later is nonsensical and harms the other parties.
Using this new information to assert legal rights would not be “manufacturing a dispute,” as falsely claimed by Elliott/Amber, but rather a logical consequence of one of the core claims of their offer (the highest certainty of closing) turning out to be incorrect.
5. Inadequacy of the Mitigation Argument
Finally, Elliott/Amber argues that a rejection would not be the end of their offer, as they could take steps to mitigate it. Gold Reserve responds that:
Mitigation may or may not be possible depending on the nature of the rejection (e.g., a rejection from OFAC).
The operative point is that Gold Reserve and the public “have a right to the basic facts.”
If Elliott/Amber intends to mitigate a rejection, they can state that in their public notification.
Conversely, if mitigation isn’t an option or they decide not to proceed (thus losing their USD 50 million deposit), that information should also be disclosed publicly and immediately.
Amber Energy Notification on Key Regulatory Approval
On December 18, 2025, Amber Energy Inc. formally notified the District Court of Delaware about obtaining a key regulatory approval from the Turkish Competition Authority.
This approval, documented in Decision No. 25-48/1168-656 from the Turkish Competition Board, concludes that the proposed transaction by Amber does not significantly impede effective competition. Thus, Amber fulfills its prior commitment to keeping the Court informed regarding such advancements.