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

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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.


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