/NOT FOR DISTRIBUTION TO A US NEWSWIRE SERVICE OR FOR DISSEMINATION IN
THE UNITED STATES/
Trading symbol (TSX-V): RML
VANCOUVER, Oct. 12 /CNW/ - Rusoro Mining Ltd. ("Rusoro") is pleased to announce that it has entered into an underwriting agreement with a syndicate of underwriters co-led by Canaccord Adams Limited and GMP Securities and including PI Financial pursuant to which Rusoro's to be formed wholly owned subsidiary Rusoro Mining BVI Ltd. (Rusoro BVI) will sell 87,500,000 subscription receipts at a price of $2.40 per subscription receipt to raise gross proceeds of CDN $210 million in Rusoro BVI (the "Offering"). Rusoro has granted the underwriters an option to purchase up to an additional 6,250,000 subscription receipts of the Company at any time until 48 hours prior to the closing of the Offering.
The Offering is being undertaken to fund the acquisition of certain Venezuelan mining assets, including the Choco-10 gold mine, from Gold Fields Netherlands Services BV, a wholly owned subsidiary of Gold Fields Limited (the "Acquisition"). It is anticipated that the Acquisition will be effected by way of a merger of Rusoro, Rusoro BVI and GF MergeCo, a subsidiary of Gold Fields Netherlands Services BVI which will hold the Venezuelan assets.
Upon completion of the Acquisition, each Rusoro BVI subscription receipt will be exchanged for one Unit consisting of one common share and one share purchase warrant of Rusoro BVI Each warrant will entitle the holder to purchase one common share of Rusoro BVI at a price of $4.00 per common share for five years following the effective date of the Acquisition. The Rusoro BVI shares and warrants comprising the Units will then be exchanged for Rusoro shares and warrants having equivalent terms.
The Offering is expected to close on or about October 31, 2007. The gross proceeds of the Offering will be held in escrow pending closing of the Acquisition.
Completion of the Offering is subject to a number of conditions, including TSX Venture Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transactions and has neither approved nor disapproved the
contents of this press release.
The TSX Venture Exchange has not reviewed and does not take responsibility for the adequacy or accuracy of this release. The foregoing information may contain forward-looking statements relating to the future performance of Rusoro Mining Ltd. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Corporation's filings with the appropriate securities commissions.