Rusoro Mining Ltd. Announces Terms of C$100,200,000.00 Equity Financing



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

    TORONTO, Feb. 24 /CNW/ - Rusoro Mining Ltd. (TSXV:RML) ("Rusoro" or the
"Company") announces that in connection with its previously announced
overnight marketed public offering on February 23, 2009 (the "Offering"), it
has entered into an underwriting agreement with Canaccord Capital Corp.
("Canaccord") to act as sole underwriter and sell 167,000,000 common shares in
the Company at a price of C$0.60 per share ("Common Shares") to raise gross
proceeds of C$100,200,000.00 pursuant to a short form prospectus. In addition,
the Company has granted Canaccord an option to purchase up to that number of
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 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.

    Website: www.rusoro.com 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 in 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

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Rusoro Mining Ltd.

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