*

Gold Reserve ( GDRZF ) willing to negotiate with current management

*

Dalinar's board to be made up 'exclusively of American

citizens'

*

Bid includes $4.5 billion bridge loan and $2 billion

revolving

credit

(Adds context, quote and details from paragraph 3)

By Marianna Parraga

HOUSTON, July 10 (Reuters) - Executives of

Toronto-listed Gold Reserve ( GDRZF ) said on Thursday the mining

company is pleased with the performance of Citgo Petroleum's

management, a sign that top executives at the Venezuela-owned

U.S. refiner might remain if a bid by a Gold Reserve ( GDRZF ) unit for

its parent is approved by a U.S. federal judge.

A $7.4 billion bid by Gold Reserve's ( GDRZF ) Dalinar Energy

Corporation was recommended last week by a court officer

overseeing a court-organized auction of shares.

Delaware Judge Leonard Stark is expected to soon decide

whether to approve it, while opposition from other bidders and

creditors has emerged.

If confirmed, the offer is expected to lead to a change of

ownership of the seventh largest U.S. refiner after an

eight-year court case introduced by companies seeking to recover

up to $19 billion to cover losses from Venezuela's debt defaults

and expropriations.

"We're very comfortable with management," said Paul Rivett,

executive vice-chair of Gold Reserve's ( GDRZF ) board, in a conference

call to provide details of its bid.

"If we are able to get the court approval, and get through

regulatory approval, we'd love to be able to sit down with

management at this point in time... They've done an extremely

good job under the circumstances," he added.

The management and board of directors of Houston-based Citgo

have for decades combined Venezuelan and U.S. executives.

A Venezuelan congress controlled by the political opposition

in 2019 let the refiner cut ties with ultimate parent PDVSA,

which is controlled by the government of socialist Nicolas

Maduro. That congress appointed Citgo's top executive, Carlos

Jorda, and several boards that remain supervising the refiner.

Gold Reserve ( GDRZF ) said, however, that the board of U.S.-based

Dalinar, a subsidiary created by the miner to participate in the

bidding round and eventually take over Citgo, will be made up

"exclusively of American citizens," while Gold Reserve ( GDRZF ) will hold

44% of Dalinar's equity and at least 85% of voting shares.

The Gold Reserve ( GDRZF ) group's bid includes a $4.5 billion bridge

loan to finance a portion of the purchase price and a $2 billion

revolving credit to be used after closing, the miner said.

Large creditors in the case, including oil producer

ConocoPhillips ( COP ) and miner Crystallex, have shown doubts

about the strength of Dalinar's financing as part of objections

filed earlier this week in Delaware.

Some critics of the bid, which does not include an agreement

to pay holders of a key Venezuelan bond collateralized with

Citgo equity, have noted Dalinar's proposed financial structure

could be vulnerable to court challenges by the holders.

The Gold Reserve ( GDRZF ) group's bid also must be approved by the

U.S. Treasury Department, which has kept Citgo shielded from

creditors in recent years. Gold Reserve ( GDRZF ) has until July 17 to

request guidance from the department.