Amended and Restated
Preliminary Short Form Prospectus
New Issue February 24, 2009
RUSORO MINING LTD.
$100,200,000
167,000,000 Common Shares
This short form prospectus (the "prospectus") qualifies the distribution of 167,000,000 Common Shares (each a
"Share" and collectively, the "Shares") in the capital of Rusoro Mining Ltd. (the "Company" or "Rusoro"). The
Shares are being offered and sold (the "Offering") pursuant to the terms of an underwriting agreement (the
"Underwriting Agreement") dated February 24, 2009 between the Company and Canaccord Capital Corporation
(the "Underwriter"). See "Plan of Distribution".
$0.60 per Share
Price to the
Public
Commission to the
Underwriter
Net Proceeds to
the Company (1)(2)
Per Share.................................. $0.60 $0.036 $0.564
Total(2)............................... $100,200,000 $6,012,000 $94,188,000
(1) Before deduction of the legal, accounting and administrative expenses of the Offering payable by the Company and estimated to be
$400,000, which will be paid from the net proceeds of the sale of the Shares offered hereunder. See "Use of Proceeds".

(2) The Company has granted to the Underwriter an over-allotment option (the "Option") to purchase up to an additional 25,050,000 Common
Shares (each an "Additional Share" and collectively the "Additional Shares") at the Offering Price of $0.60 per Additional Share,
exercisable for a period of 30 days from (and including) the closing date of the Offering. If the Option is exercised in full, the total Price to
the Public, Commission to the Underwriter and Net Proceeds to the Company will be $115,230,000, $6,913,800 and $108,316,200
respectively. This prospectus also qualifies the distribution of the Option and the Additional Shares issuable upon the exercise of the
Option. See "Plan of Distribution".
The following table sets out the number of Additional Shares that are issuable by the Company to the Underwriter
pursuant to the Option.
Underwriter's Position
Option
Number of securities
held
Option to acquire
25,050,000 Additional
Shares
Exercise period
Exercisable for a period
of 30 days from (and
including) the closing
date of the Offering
Exercise price
$0.60
The price of the Shares offered under this prospectus was determined by negotiation between the Company and the
Underwriter. The Underwriter, as principal, conditionally offers these securities, subject to prior sale, if, as and
when issued by the Company and accepted by the Underwriter in accordance with the conditions contained in the
Underwriting Agreement referred to under "Plan of Distribution".
Subscriptions for the Shares will be received subject to rejection or allotment in whole or in part and the right is
reserved to close the subscription books at any time without notice. It is expected that definitive certificates
evidencing the Shares offered hereunder will be available for delivery at closing, which is expected to occur on or
about March 12, 2009 or such later date as the Company and the Underwriter may agree, but in any event not later
than March 31, 2009 (the "Closing Date"). Subject to applicable laws, the Underwriter may effect transactions
intended to stabilize or maintain the market price for the Common Shares of the Company at levels above that which
might otherwise prevail in the open market. See "Plan of Distribution". Certain legal matters relating to the Shares
will be passed upon by Anfield Sujir Kennedy & Durno, on behalf of the Company, and by Stikeman Elliott LLP, on
behalf of the Underwriter.
The outstanding Common Shares of the Company are listed and posted for trading on the TSX Venture Exchange
(the "TSXV") under the symbol "RML". Certain outstanding warrants of the Company are listed and posted for
trading on the TSXV under the symbol "RML.WT". The closing price of the Common Shares of the Company on
the TSXV on February 23, 2009, the day prior to the pricing of the Shares, was $0.70. The Company has applied to
list the Shares, and any Additional Shares distributed hereunder on the TSXV. Listing will be subject to the
Company fulfilling all the respective listing requirements of the TSXV.
An investment in the Shares should be considered speculative due to the nature of the Company’s business.
The risk factors outlined or incorporated by reference in this prospectus should be carefully reviewed and
considered by prospective purchasers in connection with an investment in the Shares. See "Risk Factors".

THE COMPANY
The Company was incorporated under the laws of the Province of British Columbia on March 1, 2000 under the
name "Hollingfield Capital Company". The Company changed its name to "PKI Innovations (Canada) Inc." on
August 10, 2001. On June 6, 2005, the Company changed its name to "Newton Ventures Inc." and consolidated its
issued and outstanding Common Shares on the basis of one new share for seven existing shares. On November 6,

2006, the Company changed its name to "Rusoro Mining Ltd." and consolidated its issued and outstanding Common
Shares on the basis of 0.6 of a new share for 1 existing share.
The head office of the Company is located at Suite 2164, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X
1B1. The registered and records office of the Company is located at Suite 1600, 609 Granville Street, PO Box
10068, Pacific Centre, Vancouver, British Columbia, V7Y 1C3.
The structure of the Company and its subsidiaries is set out below. All of the subsidiaries of the Company are
incorporated in Venezuela unless otherwise noted.
[Rest

GFN Business Combination
Pursuant to an agreement dated October 11, 2007 between the Company and Gold Fields Netherlands Services B.V.
("GF Netherlands"), as amended by a joinder and amending agreement dated November 28, 2007 between the
Company, GF Netherlands, Rusoro Mining (BVI) Ltd. ("Rusoro BVI") and Venezuela Holdings (BVI) Ltd.
("VHL") (such agreement and joinder agreement collectively the "Combination Agreement"), the Company
indirectly acquired (the "GFN Business Combination") from GF Netherlands a 100% interest in VHL and certain
other subsidiary companies of GF Netherlands (VHL and such other subsidiary companies collectively, the
"Acquired Companies"), which collectively held all of the Venezuelan mining assets of GF Netherlands, including
a 95% interest in the Choco 10 mine. The total consideration consisted of U.S.$180,000,000 in cash and the
issuance of 140,000,001 Common Shares.
Hecla-Venezuela Acquisition
Pursuant to an agreement (the "Hecla-Venezuela Agreement") dated June 19, 2008 between the Company, the
Company's wholly-owned subsidiary Rusoro MH Acquisition Ltd. ("Rusoro MH") and Hecla Limited ("Hecla"), a
wholly-owned subsidiary of Hecla Mining Company, Rusoro MH acquired all of the issued and outstanding shares
of both El Callao Gold Mining Company and Drake-Bering Holdings BV, thereby acquiring (the "Hecla-Venezuela
Acquisition") an indirect 100% interest in both Minera Rusoro Venezolana C.A. ("MRV") and El Callao Gold
Mining Co. de Venezuela SC ("El Callao"). The principal assets of El Callao are the Block B-Isidora mining leases
and La Camorra mill facility located in Bolivar State, Venezuela. As consideration, the Company paid Hecla the
sum of U.S.$25,000,000, of which U.S.$20,000,000 was paid in cash and the balance of U.S.$5,000,000 was paid
through the issuance of 4,273,504 Common Shares at a deemed price of U.S.$1.17 per share, of which 677,723
Common Shares were subsequently returned to the Company's treasury as a result of a working capital adjustment
under the Hecla-Venezuela Agreement.
The Company and VHL entered into a loan agreement dated June 10, 2008 (the "Loan Agreement") with a
syndicate of private lenders led by Peter Hambro Mining Plc pursuant to which the lenders loaned VHL
U.S.$80,000,000 (the "Loan") to fund the Hecla-Venezuela Acquisition and for general corporate purposes. The
Loan has a two-year term, bears interest at 10% per annum, and is payable semi-annually. The Company and
certain of its subsidiaries have guaranteed the Loan pursuant to a guarantee dated June 10, 2008 (the "Guarantee").
The Loan is also secured by share pledges of the subsidiaries which hold the Company's principal assets including
the Choco 10 mine. The U.S.$80,000,000 principal portion of the Loan is due in June 2010. The lenders have the
option, at any time and at their sole discretion, to convert all or part of the outstanding principle of the Loan to
Common Shares of the Company at a conversion price of $1.25 per Common Share (subject to adjustment
depending on future equity financings and other transactions entered into by the Company). The Loan Agreement
provides where Rusoro issues Common Shares at a price of less than $1.25 per share, the conversion price will be
reduced. As a result of the Offering, assuming the Option is exercised in full and the lenders exercise their right to
participate in a recent issuance of 5,733,677 Common Shares, the conversion price will be reduced to $1.03. For
purposes of converting the Loan to equity, the Loan Agreement fixes the U.S. dollar/Canadian dollar exchange rate
at a ratio of 1:1. In addition, the Company has granted to the lenders pro-rata participation in any future equity
offerings for the term of the Loan pursuant to a warrant instrument (the "Warrant Instrument") dated June 10,
2008. The Loan may be repaid by the Company at any time subject to the Company providing the lenders with 30
days notice and repaying the outstanding principle in full plus an amount equal to the interest that would have been
accrued if the Loan was held for the original two-year term.
Pursuant to an agreement authenticated on July 4, 2008 (the "MIBAM Agreement") the Company and The
Venezuela Ministry of Basic Industries and Mining ("MIBAM") agreed for Minera Venrus, C.A. ("Minera
Venrus") to carry on with gold exploration, development and mining of the main assets acquired in the Hecla-
Venezuela Acquisition which are the Block B – Isidora mining leases and the La Camorra mill facility. Minera
Venrus is 50% owned by Rusoro Mining de Venezuela C.A., a subsidiary of the Company, and 50% owned by
Empresa De Producion Social Minera Nacional C.A., which is a company owned indirectly by MIBAM. As part of

the agreement with MIBAM the Company paid U.S.$5,000,000 to CVG Minerven, C.A. ("CVG"), a wholly-owned
subsidiary of Corporación Venezolana de Guayana, a decentralized Venezuelan autonomous entity responsible for
the development and administration of the Guayana region of Venezuela.
RISK FACTORS
Investment in the Shares involves a high degree of risk and should be regarded as speculative due to the nature of
the Company’s business. The Company has incurred losses and expects to incur further losses. Prior to making an
investment in the Shares, prospective investors should carefully consider the information described in this
prospectus and documents incorporated by reference, including the risk factors set out below, the information
contained in the section "Forward-Looking Information" and the information contained on pages 13 to 23 of the
AIF. Such risk factors could have a material adverse effect on, among other things, the operating results, earnings,
properties, business and condition (financial or otherwise) of the Company.
The operations of the Company are speculative due to the nature of its business. These risk factors could materially
affect the Company’s future operating results and could cause actual events to differ materially from those described
in forward-looking information relating to the Company.

Exchange control regulations in Venezuela provide for the mandatory sale to the Central Bank of all foreign
currency derived from exports of goods such as gold, services or technologies at the official exchange rate (bolivars
2.15 per US$). In order to maximize the bolivars received from gold sales, the Company is currently selling its
gold, minus a discount, with settlement in bolivars pegged to the parallel rate (as defined in Venezuelan Exchange
Controls and Revenue). This is more beneficial than exporting the gold at the spot price of gold and collecting
through the Central Bank of Venezuela in bolivars at the official rate of exchange. As a result, the Company's
reportable revenue and realized prices per ounce of gold are below the average U.S. dollar spot price of gold.
The Market Price of The Rusoro Common Shares Is Also Affected By Fluctuations In The Price Of Gold
Currency fluctuations may affect costs at Rusoro's operations. Gold is sold throughout the world based principally
on a U.S. dollar price, but a portion of Rusoro's operating expenses will be in non-U.S. dollar currencies. Any
appreciation of these non-U.S. dollar currencies against the U.S. dollar could negatively affect Rusoro's profitability,
cash flows and financial position.
Rusoro Will Require Significant Amounts Of Additional Capital In The Future
Rusoro will have limited financial resources, and limited sources of operating cash flow. Rusoro will continue to
make substantial capital expenditures related to exploration and expansion of existing operating facilities. In
particular Rusoro will have further capital requirements as it proceeds to expand its operational and exploration
activities and to place its properties into production or to take advantage of opportunities for acquisitions, joint
ventures or other business opportunities that may be presented to it. In addition, Rusoro may incur major
unanticipated liabilities or expenses. There is no assurance that Rusoro will be able to obtain necessary financing in
a timely manner on commercially acceptable terms in the future.

RISKS RELATING TO OVERSEAS OPERATIONS
Rusoro’s Mineral Projects Are Subject To Political Risks Associated With Operating In Foreign Jurisdictions
Rusoro's mineral properties are located in Venezuela. Venezuela is a developing country that has experienced
political and economic difficulties in recent years. Rusoro's mining operations and exploration activities are affected
in varying degrees by political stability and government regulations relating to foreign investment and the mining
business in Venezuela. Operations may also be affected in varying degrees by terrorism, military conflict or
repression, crime, corruption, extreme fluctuations in currency rates and high inflation in South America and
Venezuela generally.
Certain Venezuelan governmental entities have entered into contracts with, or granted concessions and permits to,
Rusoro that enable Rusoro to conduct operations or development and exploration activities. Notwithstanding these
arrangements, the ability to conduct operations or exploration and development activities is subject to changes in
government regulations or shifts in political attitudes over which Rusoro has no control.
There can be no assurance that industries deemed of national or strategic importance like mineral production will not
be nationalized. Government policy may change to discourage foreign investment, renationalization of mining
industries may occur, or other government limitations, restrictions or requirements not currently foreseen may be
implemented. There can be no assurance that Rusoro's assets in Venezuela will not be subject to nationalization,
requisition or confiscation, whether legitimate or not, by any authority or body. While there may be provisions for
compensation and reimbursement of losses to investors under such circumstances, there is no assurance that such
provisions would be effective to restore the value of Rusoro's original investment. Similarly, Rusoro's operations
may be affected in varying degrees by governmental regulations and inconsistent interpretations of such regulations
with respect to restrictions on production, price controls, export controls, income and other taxes, royalties,
expropriation of property, mine safety, annual fees to maintain mineral properties in good standing and legislation
relating to mining, the environment and commercial activities. There can be no assurance that the laws in
Venezuela protecting foreign investments will not be amended or abolished or that these existing laws will be
enforced or interpreted to provide adequate protection against any or all of the risks described above. Furthermore,
there can be no assurance that the agreements Rusoro has will prove to be enforceable or provide adequate
protection against any or all of the risks described above.
Changes In The Political Environment In Venezuela May Adversely Affect Rusoro
There is significant potential for social, political, economic, legal and fiscal instability in Venezuela. These risks
include, among other things:
• local currency devaluation;
• civil disturbances;
• exchange controls or restricted availability of hard currency;
• changes in laws or regulations or their respective interpretations relating to mineral exploration and
development;
• changes in relation to the foreign control of mining assets;