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Message: Receives Exchange Approval for a Trust Agreement and Contribution Agreement
| June 4, 2009 |
| 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 |
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