RUSORO MINING LTD.
Suite 2164 ? 1055 Dunsmuir Street, Four Bentall Centre
Vancouver, BC V7X 1B1
Tel: 604-632-4044 Fax: 604-632-4045 Toll Free 1 800-668-0091
Website: www.rusoro.com email: email@example.com
Rusoro Mining raises US$80 Million via Exchangeable Loan
Russia?s 2nd Largest Gold Producer, Peter Hambro Mining Plc,
Makes Strategic Investment
June 10, 2008 Trading symbol (TSX-V): RML
Vancouver, Canada ? Rusoro Mining Ltd. (?Rusoro?) is pleased to announce that Peter Hambro Mining
Plc (?PHM?) has agreed to make a strategic US$20 million investment in Rusoro and its affiliates
(collectively the ?Rusoro Group?) as part of a larger US$80 million senior secured exchangeable loan (the ?Loan?),
exchangeable into shares of Rusoro at C$1.25 per Rusoro share. The remainder of the Loan will be funded by a
syndicate including funds which are investment managed by BlackRock Investment Management International
Limited, GLG Partners Limited and Lansdowne Partners Limited as well as Endeavour Mining Capital Corp.
(collectively, the ?Lenders?). Rusoro will act as a guarantor of the Loan. Proceeds from the Loan will be used
for regional consolidation opportunities approved by the Lenders and for general corporate purposes. PHM
has also entered into an option agreement with the other Lenders which gives PHM the right to acquire from
them at a price of C$2.20 per share, the Rusoro shares which such other Lenders may receive upon exchange of
their Loan (the ?Option Agreement?).
PHM, the second largest Russian gold mining company, along with a syndicate of institutional investors described
above, has agreed to provide the Rusoro Group with the US$80 million Loan. The principal terms of the Loan include:
10% annual coupon payable semi-annually, 2 year term, exchangeable at any time at C$1.25 per Rusoro common share,
pro-rata participation in future equity fundings for the term of the Loan (subject to prepayment or exchange), and
secured by share pledges over Rusoro?s principal assets including Choco 10. The Lenders have also entered into the
Option Agreement (described above) with PHM. The Loan will be drawn down today and be made available in two
tranches. US$28 million will be available immediately for general corporate purposes, with the remaining US$52 million
made available once pre-agreed strategic milestones are met.
Exchange of PHM?s US$20 million loan into shares would give PHM an interest of approximately 4.0% of the partially
diluted shares in Rusoro, being the common shares currently in issue plus the aggregate of the shares to be issued on
exercise of the exchange right by PHM in respect of its Loan participation, but excluding any shares that PHM could receive
pursuant to the Option Agreement. Full exercise of the Option Agreement would give PHM an interest of approximately
14.2% of the partially diluted shares in Rusoro (being calculated on the same basis as above, but allowing for full exercise of
the Option Agreement and full exchange of the Loan).
PHM has two principal operating mines in the Amur region in the Russian Far East. In 2007, PHM?s total attributable gold
production was c.297,000 ounces and PHM continues to be one of the industry?s lowest cost producers with a cash
operating cost at Pokrovskiy, one of its principal operating mines, of US$143 per ounce (as at Dec. 31 2007). PHM has offices
in London, Moscow and Blagoveschensk and PHM?s shares are traded on the AIM market of the London Stock Exchange under
the symbol POG.
Commenting on the transaction, Rusoro CEO Andre Agapov states: ?We are delighted to welcome PHM?s strategic investment
as we implement our strategy to become a major gold producer in Venezuela.?
Commenting further, Peter Hambro, Executive Chairman of PHM, said: ?We have always said that any investment outside Russia
would need to have a Russo-centric rationale and the Rusoro investment is just such an opportunity. With it we have a
strategic investment in a growing gold producer that is backed by proven reserves and resources and a successful management team.?
Rusoro's financial advisor is Endeavour Financial International Corporation and its legal advisors are Anfield Sujir Kennedy &
Durno in Canada and Gersten Savage LP in the United States.
Qualified Person: Mr. Gregory Smith, P.Geo, the Vice-President Exploration of the Company, is the Qualified Person as
defined by National Instrument 43-101, and is responsible for the accuracy of the technical information in this news release.
ON BEHALF OF THE BOARD
Vladimir Agapov, Chairman
George Salamis, President
Tel: 604-632-4044 Fax: 604-632-4045
Toll Free: 1-800-668-0091
Symbol: TSX-V: RML Email: firstname.lastname@example.org
Forward-looking statements: This document contains statements about expected or anticipated future events and financial results that are forward-looking in nature
and as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, the regulatory process and actions, technical
issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence
of unexpected events, and the Company?s capability to execute and implement its future plans. Actual results may differ materially from those projected by management.
For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.
The TSX Venture Exchange has not reviewed and does not take responsibility for the adequacy or accuracy of this release