Rusoro to Acquire Gold Fields' Venezuelan Assets to become Immediate Producer



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

    Overnight marketing agreement signed to raise a minimum of $160 million

    Trading symbol (TSX-V): RML

    VANCOUVER, Oct. 11 /CNW/ - Rusoro Mining Ltd. ("Rusoro"), is pleased to
announce that it has agreed with Gold Fields Netherlands Services BV ("Gold
Fields"), a wholly-owned subsidiary of Gold Fields Limited (JSE:GFI, NYSE:  GFI)
whereby Rusoro will acquire all of Gold Fields' Venezuelan assets, including
the producing Choco 10 mine situated in the El Callao district of Bolivar
State, Venezuela.
    This strategic business combination provides Rusoro with immediate gold
production and confirms Rusoro as a focused gold company with an exceptional
growth profile. The business combination provides Rusoro with the following
benefits:

    
      -  Immediate Production. Choco 10 has been operational since 2006 and
         the annualized targeted production for the combined assets is
         150,000 ounces per year by the end of 2008.

      -  Significant Expansion Opportunities. Choco 10 is designed to allow
         significant capacity expansion.

      -  Exceptional Regional Synergies. Choco 10 is approximately
         four kilometres from Rusoro's Increible 6 development property. The
         combination also contributes over 25,000 hectares of highly
         prospective exploration properties in the El Callao Region.

      -  Unlocking Venezuelan Value. Rusoro's proven ability to operate in
         Venezuela will enable the company to unlock further value from these
         Venezuelan assets.

      -  Regional Consolidation. Rusoro is well financed with approximately
         CDN$50 million in cash and is well placed to continue its regional
         consolidation strategy.

      -  Significantly Increased Reserve and Resource Base. The combined
         company's Measured and Indicated Resources will total 6.6 million
         attributable ounces with additional Inferred Resources of
         6.2 million attributable ounces. Choco 10 has 1.7 million
         attributable Reserve ounces, which are included in the Resource
         ounces described above.
    

    Upon completion of the acquisition, Rusoro's management plans to use its
Venezuelan operating experience to resolve certain hurdles encountered by Gold
Fields at Choco 10. Rusoro's focus over the next 12 to 24 months at Choco 10
will be to optimize operating efficiency, lower costs and study production
ramp-up alternatives.
    The combined company's reserves and resources are set out in the tables
below. Attributable ounces are based on Gold Fields' 95% interest in Choco 10.
Updated NI43-101 technical reports on the Choco 10 property and the company's
Increible 6 property, where the company has recently completed a 40,000 metre
drill program, are in progress and are expected to be completed within the
next 45 days.

    
    -------------------------------------------------------------------------

    Combined Assets - Reserves (Choco 10, 95% Basis)

    -------------------------------------------------------------------------
    Reserves                   Tons (Mt)         Grade (g/t)   Gold ('000 oz)
    -------------------------------------------------------------------------
    Proven                         1.9                3.0                180
    -------------------------------------------------------------------------
    Probable                      13.6                3.4              1,482
    -------------------------------------------------------------------------
    Total Reserves                15.4                3.4              1,662
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Combined Assets - Measured & Indicated Resources (inclusive of Reserves)
    -------------------------------------------------------------------------
    Project                    Tons (Mt)         Grade (g/t)   Gold ('000 oz)
    -------------------------------------------------------------------------
    Measured
    -------------------------------------------------------------------------
    Choco 10 (95%)                 2.3                2.9                221
    -------------------------------------------------------------------------
    Indicated
    -------------------------------------------------------------------------
    Increible                     23.5                2.1              1,591
    -------------------------------------------------------------------------
    Emilia                           -                  -                  -
    -------------------------------------------------------------------------
    San Rafael/El Placer           0.9               16.6                490
    -------------------------------------------------------------------------
    Valle Hondo                    3.5                0.9                103
    -------------------------------------------------------------------------
    Ceiba                            -                  -                  -
    -------------------------------------------------------------------------
    Choco 10 (95%)                53.8                2.4              4,225
    -------------------------------------------------------------------------
    Total Indicated               81.7                2.4              6,409
    -------------------------------------------------------------------------
    Total Measured and
     Indicated Resources          84.0                2.5              6,630
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Combined Assets - Inferred Resources
    -------------------------------------------------------------------------
    Project                    Tons (Mt)         Grade (g/t)   Gold ('000 oz)
    -------------------------------------------------------------------------
    Increible                     17.5                2.0              1,099
    -------------------------------------------------------------------------
    Emilia                         0.7                3.9                 83
    -------------------------------------------------------------------------
    San Rafael/El Placer           0.7               15.7                367
    -------------------------------------------------------------------------
    Valle Hondo                   47.0                0.9              1,344
    -------------------------------------------------------------------------
    Ceiba                          1.6                9.2                458
    -------------------------------------------------------------------------
    Choco 10 (95%)                40.8                2.2              2,869
    -------------------------------------------------------------------------
    Total Inferred Resources     108.2                1.8              6,220
    -------------------------------------------------------------------------
    

    Choco 10 information is based on Gold Fields' current in-situ resource
models as adjusted by Rusoro. The Gold Fields estimates used three-dimensional
computerized models containing geological data and kriged estimated grades at
a cutoff of 0.5 g/t Au. An NI43-101 compliant resource estimate commission by
Rusoro on the Choco 10 property is currently in progress and is expected to be
completed within the next 45 days.
    Rusoro's presently filed NI43-101 (dated August 2006) compliant resource
base totals 1.03 million Indicated ounces of gold (9.1 million tonnes @
3.5 g/t Au) and 3.02 million Inferred ounces of gold (59.0 million tonnes @
1.6 g/t Au) (see Rusoro news release dated November 9, 2006 for details). An
updated NI43-101 compliant report on the company's Increible 6 property is
currently in progress and is expected to be completed within the next 45 days.
    Mr. Gregory Smith, P.Geo, the Vice-President Exploration of the Company,
is the Qualified Person as defined by NI43-101, and is responsible for the
accuracy of this news release.
    Under the agreed terms, Rusoro is to acquire 100% of Gold Fields'
Venezuelan assets for US$150 million in cash, US$30 million in a convertible
vendor take-back loan plus the issuance of 140 million Rusoro shares.
    Rusoro has entered into an overnight marketing agreement to raise a
minimum of $160 million. Canaccord Adams is the co-lead agent with GMP
Securities in the financing syndicate which includes PI Financial. The vendor
take-back loan: is for a term of 3 years; is unsecured; provides for annual
interest at 7%; and is convertible at the higher of a 33% premium to the
financing price pursuant to the $160 million financing described above, and
US$3.00.
    Rusoro is pleased to confirm that on closing the transaction, Gold Fields
will become a significant shareholder in the company, holding approximately
38% of the company's shares. Gold Fields has agreed that it will not sell any
of its shares for the period of 8 months after closing and has agreed to
restrictions on resales after that time in order to maintain an orderly
market. Subject to Gold Fields maintaining certain shareholding thresholds,
Gold Fields will be entitled to nominate up to 2 board members to the Rusoro
board.
    It is anticipated that the transaction will be structured as a statutory
merger under BVI law. The business combination has the support of the Boards
of Directors of both Rusoro and Gold Fields. In addition, the Rusoro Board and
key shareholders have provided Gold Fields with irrevocable commitments,
representing a majority of Rusoro's outstanding shares, to vote their shares
in favour of the transaction. Closing of the business combination is expected
to occur in early December 2007.
    Gold Fields and Rusoro have agreed to cooperate on all operating,
development and in-country discussions regarding the Venezuelan assets until
closing. The business combination between Rusoro and Gold Fields is subject to
customary conditions, including receipt of all requisite third party and
regulatory approvals and consents and approval by shareholders of Rusoro.
    Commenting on the transaction, Andre Agapov, CEO of Rusoro said, "The
acquisition of Choco 10 provides our company with strategic and geographic
synergies, providing Rusoro shareholders with an opportunity to rapidly grow
the Company in an accretive manner."
    Company President George Salamis stated that, "The successful completion
of this transaction will dramatically expand and accelerate Rusoro's
production growth profile and offers an excellent opportunity to fast track
production at the Increible 6 project, while moving us significantly closer to
positioning ourselves as an intermediate gold producer."
    Rusoro's financial advisor is Endeavour Financial International
Corporation and its legal advisor is Anfield Sujir Kennedy & Durno.

    ON BEHALF OF THE BOARD

    "Vladimir Agapov"
    Vladimir Agapov, Chairman

    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:
info@rusoro.com, Website: www.rusoro.com


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