Rusoro Mining Limited
TSX VENTURE : RML

Rusoro Mining Limited

June 04, 2009 08:51 ET

Rusoro Mining Receives Exchange Approval for a Trust Agreement and Contribution Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 4, 2009) - Rusoro Mining Ltd. (the "Company" or "Rusoro") (TSX VENTURE:RML) announces that it has entered into a trust agreement and a contribution agreement dated September 8, 2008, whereby Rusoro has agreed to pay to a trust established for members of management and the Executive Committee of the Board of Directors, a success fee upon the completion of a transaction or series of transactions which results in a change of control of the Company. For the purposes of the contribution agreement, a "Transaction" is defined as:

(a) any merger, consolidation, reorganization, recapitalization, restructuring, leveraged buyout, business combination, or any transaction pursuant to which the Company is acquired by or combined with a third party; or

(b) the acquisition by a third party of any assets or operations of the Company, or any outstanding shares of the Company; or

(c) a sale or spin-off of any material assets, of 5% or more of the capital stock of any subsidiary of the Company, or any transaction which has the effect of altering the capitalization of the Company.

Where a change in control accompanies the Transaction, the success fee will be equal to 1% of the aggregate transaction value as defined in the contribution agreement. If the Transaction involves the acquisition of less than 50% of the voting power of the then outstanding shares of Rusoro, then the success fee will be equal to 0.5% of the aggregate transaction value.

About Rusoro

Rusoro is a gold production, development and exploration company operating in Venezuela and is the only foreign gold miner in the country. The Company controls a large land position in the prolific Bolivar State region of Venezuela, operating on its own at the Choco 10 Mine and in a JV with the Venezuelan Government at the Isidora Mine. Ore from both mines is processed through the Choco 10 mill facility near the town of El Callao. The Company produced approximately 100,000 ounces of gold in 2008 and is working towards advancing two new gold mining operations in Venezuela.

ON BEHALF OF

Rusoro Mining Ltd

George Salamis, President

Forward-looking statements: This document contains statements about expected or anticipated future events and financial results that are forward-looking in nature and as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, the regulatory process and actions, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events, and the Company's capability to execute and implement its future plans. Actual results may differ materially from those projected by management. For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.

The TSX Venture Exchange has not reviewed and does not take responsibility for the adequacy or accuracy of this release.

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