Rusoro Mining Ltd. ("Rusoro") (TSX VENTURE:RML) is pleased to announce that it
has completed discussions with the lenders in respect of restructuring of its
outstanding senior secured exchangeable loan which is due to mature on June 10,
2010 (the "Loan"). All amounts in this news release are in United States dollars
unless otherwise stated.


Rusoro (and its financing subsidiary as borrower under the Loan) have agreed to
a non-binding term sheet (the "Term Sheet") setting out the principal commercial
terms and conditions in respect of restructuring of Rusoro's obligations under
the Loan, subject to a definitive restructuring agreement to be signed by, among
others, Petropavlovsk PLC (formerly Peter Hambro Mining PLC) as lender and agent
in respect of the Loan, the other lenders and Rusoro on or before June 10, 2010.



The syndicate of lenders includes Petropavlovsk PLC, Lansdowne U.K. Equity Fund
Limited, Lansdowne U.K. Equity Fund L.P., Lansdowne U.K. Strategic Investment
Master Fund Limited, Endeavour Financial Corporation (formerly Endeavour Mining
Capital Corp.), and BlackRock Natural Resources Hedge Fund Limited (the
"Lenders"). 


The principal terms of the Term Sheet, which are subject to definitive
agreements and are therefore of an indicative nature only, include:




1.  Rusoro will make a first principal payment to the Lenders of $17 million
    on June 10, 2010, together with all accrued but unpaid interest of the
    Loan to that date; 
2.  Rusoro will make a second principal payment of $13 million to the
    Lenders by no later than July 10, 2010, together with all interest
    accrued from June 10, 2010 to July 10, 2010 on such amount, at the rate
    of 10% per annum;
3.  Rusoro will make a final principal payment of $30 million (the "Reduced
    Principal") by no later than June 10, 2011;
4.  The Reduced Principal will carry interest at the rate of 10% per annum,
    which will be payable quarterly in arrears; 
5.  The exchange price in respect of the Reduced Principal will be adjusted
    from C$1.07 to C$0.39 per common share (subject to certain anti-dilution
    adjustments) effective as from June 10, 2010; and
6.  On June 10, 2010, Rusoro will issue to the Lenders warrants to purchase
    30 million common shares of Rusoro at an exercise price of C$0.39 per
    share, which will be allocated to the Lenders based upon their pro rata
    percentage of the Reduced Principal, and will be exercisable until
    January 10, 2012.



The proposed restructuring is conditional upon, among other things, the parties
entering into definitive agreements, there being no material adverse effect in
Rusoro's business, the acceptance for filing of the TSX Venture Exchange and
customary representations and warranties for a transaction of this type.


"We are very pleased with the willingness of our partners to restructure the
senior secured loan as we work through the new exchange rate and gold sales
policies currently being implemented in Venezuela. This restructuring satisfies
all parties and allows us the flexibility we require going forward," stated
President and Chief Executive Officer, Andre Agapov.


ON BEHALF OF THE BOARD

Andre Agapov, Chief Executive Officer and President.

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.
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