Rusoro Mining Ltd. Announces Equity Financing



    
    /NOT FOR DISTRIBUTION TO A US NEWSWIRE SERVICE OR FOR DISSEMINATION IN
    THE UNITED STATES/
    

    VANCOUVER, Feb. 23 /CNW/ - Rusoro Mining Ltd. (TSXV:RML) ("Rusoro" or the
"Company") announces that it has filed and obtained a receipt for a
preliminary short form prospectus with the securities regulatory authorities
in each of the provinces of British Columbia, Alberta and Ontario in
connection with a proposed overnight marketed public offering of common shares
in the Company ("Common Shares") (the "Offering"). Canaccord Capital Corp.
("Canaccord") has been engaged as sole underwriter in respect of the Offering.
The Company has granted Canaccord an over-allotment option to purchase up to
that number of additional Common Shares equal to 15% of the Common Shares sold
pursuant to the Offering, exercisable at any time up to 30 days from the
closing of the Offering.
    The Offering will be priced in the context of the market with final terms
of the offering to be determined at the time of pricing. The Company intends
to use the net proceeds from the Offering for capital expenditures on its
Venezuelan gold properties and for general corporate purposes.
    The Offering is scheduled to close on or about March 12, 2009 and is
subject to certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the TSX Venture Exchange and
the securities regulatory authorities.

    This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
in any state of the United States in which such offer, solicitation or sale
would be unlawful. The securities have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements.

    
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy and accuracy of the content of this news
    release.
    

    Cautionary Note Regarding Forward-Looking Statements

    Except for the statements of historical fact contained herein, the
information presented constitutes "forward looking statements". Such
forward-looking statements, including but not limited to those with respect to
the closing of the offering, involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of Rusoro to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among other risks, risks related to the
closing of the offering, as well as those factors discussed in the section
entitled "Risk Factors" in Rusoro's Annual Information Form dated December 12,
2008 as filed on SEDAR. Although Rusoro has attempted to identify important
factors that could cause actual results to differ materially, there may be
other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove to be
accurate as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements.





For further information:

For further information: George Salamis, President, Tel: (604) 632-4044,
Fax: (604) 632-4045, Symbol: TSX-V: RML, Email: info@rusoro.com, Website:
www.rusoro.com


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