June 10, 2008 Rusoro Mining raises US$80 Million via Exchangeable Loan
Russia's 2nd Largest Gold Producer, Peter Hambro Mining Plc, Makes Strategic Investment
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
Toll Free: 1-800-668-0091
Symbol: TSX-V: RML
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
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