Exhibit 4.7


 


FORM 51-102F3

Material Change Report


 


	
  ITEM
  1.

  	
   

  	
  NAME
  AND ADDRESS OF COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rusoro
  Mining Ltd. (the “Issuer”)

  
	
   

  	
   

  	
  2164
  – 1055 Dunsmuir Street

  
	
   

  	
   

  	
  Vancouver,
  British Columbia

  
	
   

  	
   

  	
  V7X
  1B1

  
	
   

  	
   

  	
   

  
	
  ITEM
  2.

  	
   

  	
  DATE
  OF MATERIAL CHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  July 10,
  2008

  
	
   

  	
   

  	
   

  
	
  ITEM
  3.

  	
   

  	
  NEWS
  RELEASE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Issued
  July 10, 2008 and distributed through the facilities of Marketwire.

  
	
   

  	
   

  	
   

  
	
  ITEM
  4.

  	
   

  	
  SUMMARY
  OF MATERIAL CHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Issuer announced its
  partnering with the Venezuelan Government for gold mining opportunities in
  Venezuela and the completion of the acquisition of the Hecla-Venezuela
  assets, being the Block B – Isidora mining leases and the La Camorra mill
  facility in Bolivar State, Venezuela.

  
	
   

  	
   

  	
   

  
	
  ITEM
  5.

  	
   

  	
  FULL
  DESCRIPTION OF MATERIAL CHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Issuer announced that it
  has been selected as the partner of choice by the Venezuelan Government for
  gold mining opportunities in Venezuela and the approval of the Venezuelan
  Government for the previously announced acquisition of Hecla Mining Company’s
  Venezuelan assets.The Issuer also announced that it has completed the
  acquisition of the Hecla-Venezuela assets, being the Block B – Isidora mining
  leases and the La Camorra mill facility in Bolivar State, Venezuela.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Partner of Choice

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Issuer has agreed with the
  Venezuelan Ministry of Mines and Basic Industries (“MIBAM”) to establish a
  mixed enterprise between Empresa de Produccion Social Minera Nacional C.A.
  (an indirect subsidiary of MIBAM) and the Issuer on a 50-50 basis (the “Mixed
  Enterprise”). The Mixed Enterprise is expected to be formalized within the
  next 6 months and will carry on gold exploration, development and mining
  activities in the areas being acquired from Hecla. The Mixed Enterprise also
  creates an operating gold company for the Issuer and the Venezuelan
  government to examine further gold mining and development opportunities in
  the country for the benefit of all stakeholders.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The definitive terms of the Mixed
  Enterprise remain to be finalized between MIBAM and Rusoro. Until such terms
  are finalized, the Issuer will own and operate the Hecla-Venezuela assets.
  None of the Issuer’s existing assets, such as the Choco 10 Mine, are to be
  contributed to the Mixed Enterprise.

  



 

















 


	
  ITEM 6.

  	
   

  	
  RELIANCE ON SUBSECTION 7.1(2) OR
  (3) OF NATIONAL INSTRUMENT 51-102

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Not
  Applicable.

  
	
   

  	
   

  	
   

  
	
  ITEM
  7.

  	
   

  	
  OMITTED
  INFORMATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  There
  are no significant facts required to be disclosed herein which have been
  omitted.

  
	
   

  	
   

  	
   

  
	
  ITEM
  8.

  	
   

  	
  EXECUTIVE
  OFFICER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Contact:

  	
  George
  Salamis, President

  
	
   

  	
   

  	
  Telephone:

  	
  604.632.4044

  
	
   

  	
   

  	
   

  
	
  ITEM
  9.

  	
   

  	
  DATE
  OF REPORT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  July 20,
  2008

  



 


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