/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
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.
For further information:
For further information: George Salamis, President, Tel: (604) 682-1545,
Fax: (604) 682-1514, Toll Free: 1-800-668-0091, Symbol: TSX-V:RML, Email:
firstname.lastname@example.org, Website: www.rusoro.com