Rusoro Mining Acquires Venezuelan Assets of Gold Fields

On November 30, 2007, Rusoro Mining Ltd. (“Rusoro”) completed the acquisition of Gold Fields Limited's Venezuelan assets, including the production of the Choco 10 mine situated in the El Callao district of Bolivar State, Venezuela, a business combination providing Rusoro with immediate gold production. Pursuant to the acquisition, Rusoro issued 140,000,000 common shares and effectively paid cash of $180 million US to Gold Fields. Upon completion of the transaction, Gold Fields became a significant shareholder of Rusoro, holding approximately 37 per cent of Rusoro's common shares.

Rusoro was represented by Michael Kennedy of Anfield, Sujir, Kennedy and Durno. Gold Fields was represented by its general counsel Michael Fleischer and a team from McCarthy Tétrault LLP, which included Brian Graves, Rob Brant, David Tennant, Nicola Geary, Louis Beland, Tim Stewart and Ken McKay (corporate) and Gwen Watson and Chris Falk (tax). In the British Virgin Islands, Kyle Sutherland and Ray Wearmouth of Harney Westwood & Riegels acted for Rusoro, and Robert Briant and John France of Conyers Dill & Pearman acted for Gold Fields.

The cash portion of the acquisition price was financed by a private placement of subscription receipts yielding net proceeds of $211.5 million, which was undertaken by a syndicate of underwriters co-led by Canaccord Adams and GMP Securities and including PI Financial. The underwriters were represented by a team from Stikeman Elliott LLP, which included Neville McClure, Ian Putnam, Andrea Crum-Ewing and Lisa Trienis.