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Rusoro Mining News


 January 31, 2007
Financing Of Up To $75 Million Arranged / Acquisition Circular Mailed

 Vancouver, Canada, January 31, 2007: -- Mena Resources Inc. ("Mena") and Rusoro Mining Ltd. ("Rusoro") are pleased to announce that Canaccord Adams Ltd. has agreed to act as lead agent for a syndicate including Haywood Securities Inc. and Pacific International Securities Inc. (the "Agents") in respect of a brokered private placement of 22,100,000 subscription receipts of Mena at a price of $2.30 per subscription receipt to raise gross proceeds of up to $50,830,000. The Agents have been granted the option (the "Over Allotment Option") to place an additional 11,050,000 subscription receipts for additional gross proceeds of $25,415,000. Each subscription receipt will be exercisable without further consideration into one share of Mena and one-half of one share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of Mena for a period of time and at an exercise price to be determined by negotiation with the Agents, but not less than $2.30 per share.

The gross proceeds of the offering will be held in escrow pending satisfaction of certain conditions (the "Escrow Conditions"). If the Escrow Conditions are satisfied, the subscription receipts will be deemed to be exercised immediately prior to Rusoro's proposed acquisition (the "Acquisition") of all of the issued and outstanding securities of Mena. Pursuant to the terms of the Acquisition, one common share of Rusoro and one common share purchase warrant of Rusoro will be issued for every 1.7 issued and outstanding Mena common shares and Mena warrants (an equivalent price of $3.91 per Rusoro common share). If the private placement and Over Allotment Option are fully subscribed, 19,500,000 common shares of Rusoro and warrants entitling the holders to purchase 9,750,000 common shares of Rusoro will be issuable in exchange for the Mena common shares and Mena warrants underlying the subscription receipts. The proceeds of the offering will be used for further development of Rusoro's existing properties and working capital. Completion of the private placement is subject to certain conditions, including acceptance for filing by the TSX Venture Exchange. A meeting of shareholders of Mena has been called for February 26, 2007 to approve the Acquisition. Shareholders will be receiving shortly materials relating to the meeting. If the Mena shareholders approve the Acquisition and all other conditions are satisfied, completion of the Acquisition is expected to occur on or about March 5, 2007.

ON BEHALF OF THE BOARD
OF MENA RESOURCES INC.

"Simon Ridgway"
Simon Ridgway
Director

ON BEHALF OF THE BOARD
OF RUSORO MINING LTD.

"Mario Szotlender"
Mario Szotlender
President

For further information, please contact:

Tel: 604-682-1545
Fax: 604-682-1514
Toll Free: 1-800-668-0091

Email: info@menaresources.com
Website: www.menaresources.com
Email: info@rusoro.com
Website: www.rusoro.com

The TSX Venture Exchange has not reviewed and does not take responsibility for the adequacy or accuracy of this release.
 
 

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