Rusoro Mining Ltd.

3123 – 595 Burrard Street

Vancouver, BC V7X 1J1

June 15, 2012

A press release was issued by Rusoro Mining Ltd. ("Rusoro" or the "Company") and also filed on

SEDAR at www.sedar.com on June 15, 2012.

Rusoro entered into a litigation funding agreement (the "LFA") on June 15, 2012 with a

subsidiary (the "Funder"), of the Calunius Litigation Risk Fund LP (the "Fund"). The Fund is

operated by Calunius GP Limited. Both the Fund and Calunius GP Limited are authorized and

regulated by the Guernsey Financial Services Commission. Calunius Capital LLP, which was

founded in 2006, is the exclusive investment advisor to the Fund which specializes in funding

commercial litigation and arbitration claims. Calunius Capital LLP is authorized and regulated

by the Financial Conduct Authority (formerly the Financial Services Authority) of the United

Kingdom as an investment advisor. It is also registered with the United States Securities &

Exchange Commission as an Exempt Reporting Advisor, and is a founder member of the

Association of Litigation Funders in England and Wales (the "

Under the terms of the LFA, the Funder has agreed to assist in the funding of Rusoro's legal costs

in relation to the international arbitration proceedings against the Respondent on a non-recourse

basis.

Rusoro will continue to have complete control over the conduct of the international arbitration

proceedings, insofar as the proceedings relate to the Company's claims, and continues to have the

007895000-00134302; 2

right to settle with the Respondent, discontinue proceedings, pursue the proceedings to trial and

take any action Rusoro considers appropriate to enforce judgment.

Under the terms of the privileged LFA, the Company has given certain warranties and covenants

to the Funder, including taking such action as the Funder, its lawyers or agents may reasonably

request to enable the Funder to have knowledge about the conduct of the arbitration proceedings.

The LFA also contains provisions for the appointment of an independent assessor to determine

disputes among Rusoro and the Funder relating to settlement offers and termination notices under

the LFA.

The Funder may terminate the LFA at any time if, among other things, Rusoro is in material

breach of any of its warranties, it fails to comply with its obligation to provide the Funder with

information, it fails to conduct the arbitration proceedings with due care and diligence or it acts

without the support of legal counsel's reasonable legal advice.

In consideration for the provision of arbitration financing, Rusoro has agreed to pay the Funder a

portion of any final settlement of the arbitration claim against the Respondent (the "Funder's

Fee"). The Funder's Fee shall only become payable upon a final settlement of the arbitration

claim and the value of the Funder's Fee is dependent upon a number of variables including the

value of any settlement and the length of time taken to reach a settlement. The LFA also provides

that the amount of the Funder's Fee shall not exceed the amount of the aggregate proceeds of the

arbitration claim under any circumstances.

This material change report is not being filed on a confidential basis.

None.

Further information regarding the matters described in this report may be obtained from Gordon

Keep, Director, who is knowledgeable about the details of the material change and may be

contacted at (604) 609-6110.

November 6, 2014