Fulcrum Global Markets LLC Announces Filing of Early Warning Report Regarding Rusoro Mining Ltd.

AUSTIN, Texas, Jan. 10, 2024 /CNW/ - Fulcrum Global Markets LLC ("Fulcrum") announces that it has entered into a share purchase agreement dated January 9, 2024 (the "Purchase Agreement") with Gold Fields Netherlands Services B.V. ("GF Netherlands") pursuant to which Fulcrum has agreed to acquire from GF Netherlands 140,000,001 common shares (the "Purchased Shares") in the capital of Rusoro Mining Ltd. (the "Issuer") at a price of US$0.445169945 (C$0.59528125) per Purchased Share for an aggregate purchase price of approximately US$62,323,793 (approximately C$83,339,376) (the "Purchase Price").

In addition to the Purchase Price, Fulcrum has agreed to make the following additional contingent payments to GF Netherlands for the Purchased Shares under the terms of the Purchase Agreement:

1. 1. a top-up amount in cash calculated in accordance with the Agreement in the event that, within 18 months following closing of the Transaction, Fulcrum or any of its affiliates acquires, directly or indirectly, in one or more transactions, additional common shares of the Issuer ("Common Shares") which collectively result in their aggregate holdings exceeding 50% of the issued and outstanding Common Shares; and
   2. an amount in cash from time to time equal to 15% of the value of any gross proceeds paid or payable at any time to Fulcrum or any of its affiliates from the Issuer or third parties in respect of the Purchased Shares (including in connection with any disposition of the Purchased Shares, or as a dividend, distribution, return of capital, share repurchase or similar amount), to the extent that the gross amount of such cumulative proceeds exceeds US$210,000,000.

Fulcrum considers the value of such additional contingent payments to be nominal.

Fulcrum has also agreed pursuant to a purchase and sale agreement dated January 9, 2024 between Fulcrum, DOIP II Luxembourg Strategies S.à r.l. ("DOIP") and SPCP Luxembourg Strategies S.à r.l. ("SPCP" and, together with DOIP the "SP Funds"), and subject to completion of the purchase contemplated in the Purchase Agreement (the "Acquisition"), to dispose of (a) 30,033,493 Common Shares to DOIP at a price of US$0.473122476 (C$0.632659375) per Common Share for aggregate proceeds of approximately US$14,209,521 (approximately C$19,000,971), and (b) 81,887,343 Common Shares to SPCP at a price of US$0.473122476 (C$0.632659375) per Common Share for aggregate proceeds of approximately US$38,742,742 (approximately C$51,806,795) (each a "Disposition" and collectively together with the Acquisition, the "Transactions").

Immediately prior to entering into the Purchase Agreement, Fulcrum owned and controlled no Common Shares. Upon completion of the Acquisition, Fulcrum and its joint actors will beneficially own and control 140,000,001 Common Shares, representing approximately 24.35% of the issued and outstanding Common Shares of the Issuer. Upon completion of the Transactions, Fulcrum will beneficially own and control 28,079,165 Common Shares, representing approximately 4.88% of the issued and outstanding Common Shares; DOIP will beneficially own and control 30,033,493 Common Shares, representing approximately 5.22% of the issued and outstanding Common Shares; and SPCP will beneficially own and control 81,887,343 Common Shares, representing approximately 14.25% of the issued and outstanding Common Shares.

Other than the 111,920,836 Common Shares that Fulcrum has agreed to dispose of to the SP Funds pursuant to the Dispositions, Fulcrum intends to hold the Purchased Shares for investment purposes. Subject to compliance with applicable laws, Fulcrum may determine to purchase additional Common Shares or sell all or some of the Common Shares it owns, depending upon the price of Common Shares, market conditions and other factors.

This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Issuer's documents on the SEDAR+ website at www.sedarplus.com. 

Fulcrum's head office is located at 111 Congress Avenue, 25th Floor, Austin, Texas, 78701.

The Issuer's head office is located at Suite 3123 – 595 Burrard Street, Vancouver, British Columbia, V7X 1J1.

SOURCE Fulcrum Global Markets LLC

or to obtain a copy of the corresponding early warning report, please contact Amelia Harris, Director of Operations, at 512-852-3103