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Gold Reserve Ltd. filed a lawsuit Thursday in Delaware Chancery Court accusing Rusoro Mining Ltd. of exploiting confidential bidding alliance information to sabotage Gold Reserve’s $7.382 billion offer for shares in PDV Holding Inc., the Delaware parent of Citgo Petroleum.

The complaint alleges Rusoro secretly shopped consortium terms to rival Elliott Investment Management and misled the court-appointed Special Master overseeing the sale, using insider access to undermine Gold Reserve’s bid while boosting Elliott’s final offer.

“Rusoro’s misrepresentation to the Special Master about ‘consent rights’ was knowingly and intentionally false and made in bad faith to improve the position of Elliott and Rusoro at Gold Reserve’s expense,” the complaint states.

Calculated Betrayal Alleged in Multi-Billion-Dollar Auction

Gold Reserve calls Rusoro’s actions a deliberate bad-faith maneuver, aiming to dethrone it as the Special Master’s recommended bidder. The lawsuit seeks to block Rusoro from participating in Elliott’s competing consortium, citing contractual, tort, and trade secret violations.

The Citgo sale arises from years of U.S. creditor efforts to recover multi-billion-dollar awards against Venezuela and state-owned PDVSA. In 2021, a Delaware federal court appointed a Special Master to oversee the forced sale of PDV Holding shares.

After a March 2025 stalking-horse round and a June 2025 topping period, Gold Reserve’s bid was initially selected. But Elliott later submitted a rival proposal, ultimately chosen by the court.

Rusoro’s Alleged Insider Maneuvering

According to the complaint, Rusoro joined Gold Reserve’s consortium in spring 2025, lacking the financial capacity to bid independently. Even while negotiating its terms, Rusoro allegedly marketed its insider role to Elliott, securing better economic terms in a competing bid.

The misconduct allegedly escalated after the Special Master initially recommended Gold Reserve’s bid in June 2025. Rusoro reportedly shared confidential Gold Reserve economics with Elliott, prompting an Elliott representative to testify that Rusoro could be swayed because it was “not getting paid 100 cents on the dollar.”

In August, Elliott submitted a last-minute alternative bid including Rusoro. When Gold Reserve improved its offer, Rusoro allegedly falsely claimed its consent was required, influencing the Special Master’s updated recommendation endorsing Elliott’s lower-priced bid. The court approved the change on Sept. 18, impacting Gold Reserve’s financing and regulatory positioning.

Executives Enriched Amid Alleged Misconduct

Gold Reserve also alleges Rusoro executives issued 30 million fully vested stock options in June 2025 while holding confidential bid information, causing the company’s stock price to surge nearly 30%.

Relief Sought by Gold Reserve

Gold Reserve seeks a preliminary injunction barring Rusoro from participating in Elliott’s bid, arguing the competing proposal “would not exist but for Rusoro’s misconduct.” The suit also pursues damages for contract breaches, fraudulent inducement, tortious interference, and trade-secret misappropriation.

Legal Representation

• Gold Reserve Ltd.: Kevin J. Mangan, Matthew Ward, Stephanie Riley, Zachary Murphy, Womble Bond Dickinson LLP

• Rusoro Mining Ltd.: Robert C. Martin, Michael Carbonara, Caleb G. Johnson, DLA Piper LLP

Representatives for the parties did not immediately comment Thursday.

The lawsuit highlights a high-stakes, billion-dollar tug-of-war over Citgo, with allegations of strategic betrayal and corporate espionage at the heart of one of the most closely watched international asset sales in recent years.