Rusoro Announces Closing of Promissory Note Financing

Rhea-AI Summary

Rusoro Mining (TSXV: RML) has successfully closed a financing through unsecured, non-interest-bearing promissory notes. The subscribers provided an aggregate of US$1.7 million to the company. The notes have a unique structure where the principal repayment amount varies: US$5.1 million if paid by July 31, 2028, or US$6.8 million if paid after that date.

The repayment is contingent on proceeds from the company's successful enforcement of its arbitral award against Venezuela regarding the unlawful expropriation of Rusoro's Venezuelan investments. The funds will be used for legal expenses related to enforcing the arbitral award and working capital.

Positive

• Secured US$1.7 million in immediate financing through promissory notes
• No fixed maturity date or interest payments required on the notes
• Potential for continued pursuit of arbitral award against Venezuela

Negative

• High repayment premium (3x initial investment if paid by 2028, 4x after)
• Payment contingent on successful enforcement of arbitral award against Venezuela
• Ongoing legal expenses and uncertain timeline for award collection

News Market Reaction

+2.05%

1 alert

+2.05% News Effect

On the day this news was published, RMLFF gained 2.05%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - July 28, 2025) - Rusoro Mining Ltd. (TSXV: RML) (the "Company" or "Rusoro") announces it has closed a financing of unsecured, non-interest-bearing promissory notes (the "Notes"). In consideration for the notes, the subscribers paid the Company an aggregate of US$1,700,000.

The Notes do not have any fixed maturity date. The principal amount payable to the subscribers under the Notes is US$5,100,000 if paid on or before July 31, 2028, and US$6,800,000 if paid after July 31, 2028. The principal amount will only become due and payable from proceeds received by the Company pursuant to any successful enforcement of its arbitral award against the Bolivarian Republic of Venezuela for its unlawful expropriation of the Company's Venezuelan investments.

Proceeds from the financing will be applied to payment of legal expenses relating to the Company's ongoing activities to enforce its arbitral award against the Bolivarian Republic of Venezuela and for working capital.

ON BEHALF OF THE BOARD

"Andre Agapov"
Andre Agapov, President & CEO

For further information, please contact:

Rusoro Mining Ltd.
Gordon Keep
E; gkeep@fiorecorporation.com
T: 604 609-6110

Cautionary Note Regarding Forward-Looking Information and Statements:

"This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Rusoro Mining Ltd. in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Rusoro's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.

Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. Rusoro Mining Ltd. disclaims any obligation to update or revise any forward-looking information or statements except as may be required."

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260214

FAQ

What is the value of Rusoro Mining's (RMLFF) new promissory note financing?

Rusoro received US$1.7 million in financing, with repayment amounts of US$5.1 million if paid by July 31, 2028, or US$6.8 million if paid after that date.

How will Rusoro Mining use the proceeds from the promissory note financing?

The proceeds will be used for legal expenses related to enforcing its arbitral award against Venezuela and for working capital.

What are the terms of Rusoro Mining's promissory notes issued in July 2025?

The notes are unsecured and non-interest-bearing with no fixed maturity date. Repayment is contingent on receiving proceeds from the arbitral award against Venezuela.

When does Rusoro Mining need to repay the promissory notes?

There is no fixed maturity date. Repayment is only due upon successful collection of the arbitral award against Venezuela, with different amounts due before and after July 31, 2028.

What is the status of Rusoro Mining's arbitral award against Venezuela?

The company is currently engaged in ongoing enforcement activities against Venezuela regarding the unlawful expropriation of Rusoro's Venezuelan investments.