Exhibit 4.4


 


RUSORO MINING LTD.

Suite 2164, 1055
Dunsmuir Street

Four Bentall Centre

Vancouver, British Columbia

V7X 1B1

Telephone:  (604) 632-4044




INFORMATION CIRCULAR 

(Containing Information as at August 8,
2008)


 


SOLICITATION OF PROXIES


 


This
Information Circular is furnished in connection with the solicitation of
proxies by the Management of Rusoro Mining Ltd. (the “Company”), for use at the
Annual General Meeting (the “Meeting”), of the Shareholders of the Company, to
be held on Friday, September 12, 2008, at the time and place and for the
purposes set forth in the accompanying Notice of Meeting and at any adjournment
thereof.  The solicitation will be primarily by mail,
however, proxies may be solicited personally or by telephone by the regular
officers and employees of the Company. 
The cost of solicitation will be borne by the Company.


 


APPOINTMENT AND REVOCATION OF PROXIES


 


The persons named
in the accompanying form of Proxy are Directors and/or Officers of the Company.  A SHAREHOLDER
HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND
ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE
ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL
STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT
THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER
INSTRUMENT OF PROXY.  A PROXY WILL NOT BE
VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT,
PACIFIC CORPORATE TRUST COMPANY, 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO,
ONTARIO, M5J 2Y1, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND
HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.


 


The Instrument of
Proxy must be signed by the Shareholder or by his attorney in writing, or, if
the Shareholder is a Corporation, it must either be under its common seal or
signed by a duly authorized officer.


 


A Shareholder who
has given a proxy may revoke it at any time before it is exercised. In addition
to revocation in any other manner permitted by law, a proxy may be revoked by
instrument in writing executed by the Shareholder or by his attorney authorized
in writing, or, if the Shareholder is a Corporation, it must either be under
its common seal, or signed by a duly authorized officer and deposited at the
Company’s Registrar and Transfer Agent, Pacific Corporate Trust Company, 100
University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at any time
up to and including the last business day preceding the day of the Meeting, or
any adjournment of it, at which the proxy is to be used, or to the Chairperson
of the Meeting on the day of the Meeting or any adjournment of it. A revocation
of a proxy does not affect any matter on which a vote has been taken prior to
the revocation.


 


VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES


 


On any poll, the
persons named in the enclosed Instrument of Proxy will vote the shares in
respect of which they are appointed. 
Where directions are given by the Shareholder in respect of voting for
or against any resolution, the proxy holder will do so in accordance with such
direction.


 


IN THE ABSENCE OF
ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN
FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE
HEADINGS IN THIS INFORMATION CIRCULAR. 
The Instrument of Proxy enclosed, when properly signed, confers
discretionary authority with respect to amendments or variations to the matters
which may properly be brought before the Meeting.  At the time of printing this Information
Circular, the Management of the Company is not aware that any such amendments,
variations or other matters


 

















 


are to be
presented for action at the Meeting. 
However, if any other matters which are not now known to the Management
should properly come before the Meeting, the Proxies hereby solicited will be
exercised on such matters in accordance with the best judgment of the nominee.


 


In order to
approve a motion proposed at the Meeting, a majority of greater than 50% of the
votes cast will be required (an “Ordinary Resolution”) unless the motion
requires a Special Resolution, in which case a majority of not less than
two-thirds of the votes cast will be required. 
In the event a motion proposed at the Meeting requires disinterested
Shareholder approval, common shares held by Shareholders of the Company who are
also “insiders”, as such term is defined under applicable securities laws, will
be excluded from the count of votes cast on such motion.


 


ADVICE TO BENEFICIAL
SHAREHOLDERS


 


The information set forth in this section is of
significant importance to many shareholders, as a substantial number of the
shareholders do not hold their Common Shares in their own name.  Shareholders holding their Common Shares through
their brokers, intermediaries, trustees or other parties, or otherwise not
holding their Common Shares in their own name (referred to in this Information
Circular as “Beneficial Shareholders”) should note that only proxies deposited
by shareholders appearing on the records maintained by the Company’s transfer
agent as registered holders of Common Shares will be recognized and acted upon
at the Meeting.  If Common Shares are
listed in an account statement provided to a Beneficial Shareholder by a
broker, those Common Shares, in all likelihood, will not be registered in the shareholder’s
name.  Such Common Shares will more
likely be registered under the name of the shareholder’s broker or an agent of
that broker.  In Canada, the vast
majority of such shares are registered under the name of CDS & Co.,
the registration name for The Canadian Depository for Securities Limited, which
acts as nominee for many Canadian brokerage firms.  Common Shares held by brokers (or their
agents or nominees) on behalf of a broker’s client can only be voted (for or
against resolutions) at the direction of the Beneficial Shareholder.  Without specific instructions, brokers and
their agents and nominees are prohibited from voting shares for the broker’s
clients.  Therefore, each Beneficial Shareholder should ensure that voting
instructions are communicated to the appropriate party well in advance of the
Meeting.


 


Regulatory polices require brokers and
other intermediaries to seek voting instructions from Beneficial Shareholders
in advance of shareholder meetings.  The
various brokers and other intermediaries have their own mailing procedures and
provide their own return instructions to clients, which should be carefully
followed by the Beneficial Shareholders in order to ensure that their Common
Shares are voted at the Meeting.  The
form requesting such voting instructions (a “VIF”) supplied to the Beneficial
Shareholder by its broker (or the agent of the broker) is substantially similar
to the Proxy provided directly to the registered shareholders by the Company,
however, its purpose is limited to instructing the registered shareholder
(i.e., the broker or agent of the broker) how to vote on behalf of the
Beneficial Shareholder.


 


Most brokers now delegate responsibility
for obtaining instructions from clients to Broadridge Investor Communications (“Broadridge”)
in Canada.  Broadridge typically prepares
a machine-readable VIF, mails those forms to Beneficial Shareholders and asks
Beneficial Shareholders to return the VIFs 
to Broadridge (by way of mail, the Internet or telephone).  Broadridge then tabulates the results of all
instructions received and provides appropriate instructions respecting the
voting of shares to be represented at the Meeting.  A
Beneficial Shareholder cannot use a VIF to vote Common Shares directly at the
Meeting.  The VIF must be returned to
Broadridge (or instructions respecting the voting of Common Shares must
otherwise be communicated to Broadridge) or other third party in accordance
with the instructions on the VIF well in advance of the Meeting in order to
have the Common Shares voted.  If you
have any questions respecting the voting of Common Shares held through a broker
or other intermediary, please contact that broker or other intermediary for
assistance.


 


Although a Beneficial Shareholder may not be
recognized directly at a Meeting for the purposes of voting Common Shares
registered in the name of their broker, a Beneficial Shareholder may attend the
Meeting as Proxyholder for the registered shareholder and vote the Common
Shares in that capacity.  Beneficial Shareholders wishing to attend the Meeting and indirectly
vote their Common Shares as Proxyholder for the registered shareholder, should enter their own names
in the blank space on the VIF provided to them and return it in accordance with
the instructions provided by such party on the VIF.


 


2

















 


VOTING SHARES AND
PRINCIPAL HOLDERS THEREOF


 


The Company’s authorized capital consists of an unlimited number of
common shares (“Common Shares”) without par value and an unlimited number of
preferred shares (“Preferred Shares”). 
As at August 8, 2008, the Company has 391,455,669 Common Shares
issued and outstanding, each share carrying the right to one vote, and no
Preferred Shares issued and outstanding. 
The Company has no other classes
of voting securities.


 


Any shareholder
of record at the close of business on August 8, 2008 who either personally
attends the Meeting or who has completed and delivered a Proxy in the manner
and subject to the provisions described above, shall be entitled to vote or to
have such shareholder’s shares voted at the Meeting.


 


To the best of
the knowledge of the directors and senior officers of the Company, the only
person(s) or companies who beneficially own, or control or direct,
directly or indirectly, shares carrying more than 10% of the voting rights
attached to all outstanding shares of the Company are:


 


	
  Name

  	
   

  	
  Number of Shares

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vladimir Agapov

  	
   

  	
  59,645,167

  	
   

  	
  15.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gold Fields Netherlands Services B.V.

  	
   

  	
  140,000,001

  	
   

  	
  35.8

  	
  %

  



 


EXECUTIVE COMPENSATION


 


In accordance
with the provisions of applicable securities legislation, the individuals set
out in the table below were the Company’s “Named Executive Officer(s)” during
the financial year ended December 31, 2007.


 


Definitions:          For the purpose of this Information
Circular:


 


“CEO” of the Company means an individual who
served as Chief Executive Officer of the Company or acted in a similar capacity
during the most recently completed financial year;


 


“CFO” means an individual who served as
Chief Financial Officer of the Company or acted in a similar capacity during
the most recently completed financial year.


 


“equity security” means securities of the
Company that carry a residual right to participate in earnings of the Company
and, upon liquidation or winding up of the Company, its assets;


 


“Executive
officer”
of the Company for the financial year, means an individual who at any time
during the year:


 


(a)                                  was
the chair of the Company,


 


(b)                                 was
a vice-chair of the Company,


 


(c)                                  was
the president of the Company,


 


(d)                                 was
a vice-president of the Company in charge of a principal business unit,
division or function including sales, finance or production, or


 


(e)                                  performed
a policy-making function in respect of the Company.


 


“Named
Executive Officers” means,


 


(1)                                  each CEO;


 


(2)                                  each CFO;


 


3

















 


(3)                                  each of the Company’s three most
highly compensated executive officers, other than the CEO and CFO, who were
serving as executive officers at the end of the most recently completed
financial year and whose total salary and bonus, exceeds $150,000; and


 


(4)                                  any additional individuals for
whom disclosure would have been provided under (3) except that the
individual was not serving as an officer of the Company at the end of the most
recently completed financial year end.


 


“Long Term Incentive Plan Awards” (“LTIP’s”)
means a plan providing compensation intended to motivate performance over a period
greater than one financial year.  LIP’s
do not include option or stock appreciation rights plans or plans for
compensation through shares or units that are subject to restrictions on
resale.


 


“Stock Appreciation Right” (“SAR”) means a
right, granted by a company or any of its subsidiaries, as compensation for
employment services rendered or office to receive cash or an issue or transfer
of securities based wholly or in part on changes in the trading price of the
Company’s shares.


 


COMPENSATION OF NAMED EXECUTIVE OFFICERS


 


SUMMARY
COMPENSATION TABLE


 


	
   

  	
   

  	
   

  	
   

  	
  Annual Compensation

  	
   

  	
  Long Term Compensation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Awards

  	
   

  	
  Payouts

  	
   

  	
   

  	
   

  
	
  Name and Principal

  Position

  (a)

  	
   

  	
  Year

  (b)

  	
   

  	
  Salary

  ($)

  (c)

  	
   

  	
  Bonus

  ($)

  (d)

  	
   

  	
  Other

  Annual

  Compen-

  sation

  ($)

  (e)

  	
   

  	
  Securities

  Under

  Options/

  SAR’s

  Granted(1)

  (#)

  (f)

  	
   

  	
  Shares or

  Units

  Subject to 

  Resale

  Restrictions

  ($)

  (g)

  	
   

  	
  LTIP

  Payouts

  ($)

  (h)

  	
   

  	
  All

  Other

  Compen-

  sation

  ($)

  (i)

  	
   

  
	
  GEORGE
  SALAMIS(2)

  	
   

  	
  2007

  	
   

  	
  $95,645

  	
   

  	
  $110,000

  	
   

  	
  Nil

  	
   

  	
  2,200,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  President

  	
   

  	
  2006

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
  2005

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANDRE
  AGAPOV

  	
   

  	
  2007

  	
   

  	
  $223,095

  	
   

  	
  $110,803

  	
   

  	
  Nil

  	
   

  	
  2,000,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Chief
  Executive Officer

  	
   

  	
  2006

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
  2005

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLADIMIR
  AGAPOV

  	
   

  	
  2007

  	
   

  	
  $195,797

  	
   

  	
  $110,803

  	
   

  	
  Nil

  	
   

  	
  1,200,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Chairman

  	
   

  	
  2006

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
  2005

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OMAR
  SALAS(3)

  	
   

  	
  2007

  	
   

  	
  $58,461

  	
   

  	
  $75,000

  	
   

  	
  Nil

  	
   

  	
  275,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Former Chief
  Financial

  	
   

  	
  2006

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
  Officer

  	
   

  	
  2005

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARIO

  	
   

  	
  2007

  	
   

  	
  $264,060

  	
   

  	
  $116,842

  	
   

  	
  Nil

  	
   

  	
  600,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  SZOTLENDER(4)

  	
   

  	
  2006

  	
   

  	
  52,625

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  525,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Former
  President &

  Chief Executive Officer

  	
   

  	
  2005

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHERYL
  MESSIER(5)

  	
   

  	
  2007

  	
   

  	
  $80,016

  	
   

  	
  $50,000

  	
   

  	
  Nil

  	
   

  	
  50,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Former Chief
  Financial 

  	
   

  	
  2006

  	
   

  	
  15,606

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  100,000

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Officer

  	
   

  	
  2005

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  



 


4

















 


	
   

  	
   

  	
   

  	
   

  	
  Annual Compensation

  	
   

  	
  Long Term Compensation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Awards

  	
   

  	
  Payouts

  	
   

  	
   

  	
   

  
	
  Name and Principal

  Position

  (a)

  	
   

  	
  Year

  (b)

  	
   

  	
  Salary

  ($)

  (c)

  	
   

  	
  Bonus

  ($)

  (d)

  	
   

  	
  Other

  Annual

  Compen-

  sation

  ($)

  (e)

  	
   

  	
  Securities

  Under

  Options/

  SAR’s

  Granted(1)

  (#)

  (f)

  	
   

  	
  Shares or

  Units

  Subject to 

  Resale

  Restrictions

  ($)

  (g)

  	
   

  	
  LTIP

  Payouts

  ($)

  (h)

  	
   

  	
  All

  Other

  Compen-

  sation

  ($)

  (i)

  	
   

  
	
  JOHN
  THOMAS(6)

  	
   

  	
  2007

  	
   

  	
  $162,500

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  N/A

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  	
  Nil

  	
   

  
	
  Former Vice President 

  	
   

  	
  2006

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
  Development

  	
   

  	
  2005

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  



 










	
  (1)

  	
  All of these are Options. The Company has not
  granted any SAR’s. Figures represent options granted during a particular
  year. See “Aggregate Option/SAR Exercises during the Most Recently Completed
  Financial Year and Financial Year End Option/SAR Values” for the aggregate
  number of options outstanding at year end.

  
	
   

  	
   

  
	
  (2)

  	
  Mr. George Salamis was appointed as
  President on September 1, 2007.

  
	
   

  	
   

  
	
  (3)

  	
  Mr. Omar Salas held the position of Chief
  Financial Officer from September 10, 2007 until May 15, 2008.

  
	
   

  	
   

  
	
  (4)

  	
  Mr. Mario Szotlender was President and Chief
  Executive Officer of the Company from November 7, 2006 until
  August 31, 2007.

  
	
   

  	
   

  
	
  (5)

  	
  Ms. Cheryl Messier was the Chief Financial
  Officer of the Company from November 7, 2006 until August 30, 2007.

  
	
   

  	
   

  
	
  (6)

  	
  Mr. John Thomas held the position of Vice
  President Exploration from November 7, 2006 to May 13, 2008.

  



 


LONG TERM INCENTIVE PLAN AWARDS IN MOST RECENTLY COMPLETED
FINANCIAL YEAR


 


There were no
long term incentive plans in place for the Named Executive Officers during the
financial year ended December 31, 2007.


 


OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR


 


The Company adopted a stock option plan pursuant to which it reserves
10% of the issued treasury shares of the Company for issuance to directors,
officers, employees and consultants. 
Options are granted in order to provide an optionee with a form of
remuneration and an incentive to act in the best interest of the Company.


 


The following options were granted to the Named Executive Officers
during the year ended December 31, 2007:


 


	
  Name

  	
   

  	
  Securities

  Under Options

   SAR’s

  Granted(1)

  	
   

  	
  % of Total 

  Options SAR’s

  Granted to

  Employees in

  Financial Year

  	
   

  	
  Exercise or

  Base Price

  	
   

  	
  Market Value of

  Securities Underlying 

  Options/SAR’s on the

  Date of Grant

  ($/Security)

  	
   

  	
  Expiration Date

  	
   

  
	
  Vladimir Agapov

  	
   

  	
  1,200,000

  	
   

  	
  11.0

  	
  %

  	
  $

  	
  2.30

  	
   

  	
  $

  	
  2.30

  	
   

  	
  October 28, 2017

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  George Salamis

  	
   

  	
  2,200,000

  	
   

  	
  20.2

  	
  %

  	
  $

  	
  2.12

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 10, 2017

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Andre Agapov

  	
   

  	
  500,000 

  	
   

  	
  4.6

  	
  %

  	
  $

  	
  2.12

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 10, 2017

  	
   

  
	
   

  	
   

  	
  1,500,000

  	
   

  	
  13.8

  	
  %

  	
  $

  	
  2.30

  	
   

  	
  $

  	
  2.30

  	
   

  	
  October 28, 2017

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mario Szotlender

  	
   

  	
  375,000 

  	
   

  	
  3.4

  	
  %

  	
  $

  	
  2.12

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 10, 2017

  	
   

  
	
   

  	
   

  	
  225,000

  	
   

  	
  2.1

  	
  %

  	
  $

  	
  2.30

  	
   

  	
  $

  	
  2.30

  	
   

  	
  October 28, 2017

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cheryl Messier

  	
   

  	
  50,000

  	
   

  	
  0.5

  	
  %

  	
  $

  	
  2.12

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 10, 2017

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Omar Salas

  	
   

  	
  275,000

  	
   

  	
  2.5

  	
  %

  	
  $

  	
  2.12

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 10, 2017

  	
   

  



 






(1)                               All of these are stock options. The Company has not
granted any SAR’s.


 


5














 


AGGREGATE
OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AND
FINANCIAL YEAR END OPTION/SAR VALUES


 


During the financial year
ended December 31, 2007, none of the incentive stock options granted to
the Named Executive Officers of the Company were exercised.  The fiscal year end value of unexercised
options held by the Named Executive Officers are set forth below.


 


	
  Name

  (a)

  	
   

  	
  Securities

  Acquired

  on Exercise

  (#)

  (b)

  	
   

  	
  Aggregate

  Value

  Realized

  ($)

  (c)

  	
   

  	
  Unexercised Options/SAR’s

  at FY-End(1)

  (#)

  Exercisable/

  Unexercisable

  (d)

  	
   

  	
  Value of Unexercised in the-

  Money Options/SAR’s at

  FY-End(2)

  ($)

  Exercisable/

  Unexercisable

  (e)

  
	
  Vladimir Agapov

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2,200,000 / 500,000

  	
   

  	
  $Nil / $Nil

  
	
  George Salamis

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Nil / 2,200,000

  	
   

  	
  $Nil / $Nil

  
	
  Andre Agapov

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  3,000,000 / 500,000

  	
   

  	
  $Nil / $Nil

  
	
  John Thomas

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Nil / Nil

  	
   

  	
  $Nil / $Nil

  
	
  Mario Szotlender

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1,272,059 / Nil

  	
   

  	
  $80,882 / $Nil

  
	
  Cheryl Messier

  	
   

  	
  32,353

  	
   

  	
  32,353

  	
   

  	
  150,000 / Nil

  	
   

  	
  CDN$Nil / $Nil

  
	
  Omar Salas

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Nil / 275,000

  	
   

  	
  $Nil / $Nil

  



 






	
  (1)

  	
   

  	
  All of these are stock
  options. The Company does not have any SAR’s outstanding.

  
	
  (2)

  	
   

  	
  Value was determined
  using the closing price of common shares of the Company on the TSX Venture
  Exchange (the “Exchange”) on December 31, 2007 (the last day the common
  shares of the Company traded) of $1.60.

  



 


COMPENSATION
OF DIRECTORS


 


During the fiscal year ended
December 2007, the Company paid a total of $223,810.41 as compensation to
the Directors for their services as Directors during the most recently
completed fiscal year.  The following
table sets out the amounts paid to each director (other than the Named
Executive Officers).


 


	
  Name of Director

  	
   

  	
  Fee Paid

  	
   

  
	
  Jay
  Kaplowitz

  	
   

  	
   

  	
  $

  	
  37,202.27

  	
   

  
	
  Gordon
  Keep

  	
   

  	
   

  	
  $

  	
  37,497.55

  	
   

  
	
  Dmitry
  Ushakov

  	
   

  	
   

  	
  $

  	
  37,208.50

  	
   

  
	
  Abraham
  Stein

  	
   

  	
   

  	
  $

  	
  37,202.27

  	
   

  
	
  John
  Reynolds

  	
   

  	
   

  	
  $

  	
  37,497.55

  	
   

  
	
  Peter
  Hediger

  	
   

  	
   

  	
  $

  	
  37,202.27

  	
   

  



 


The Company has a stock option plan for the
granting of incentive stock options to the directors, officers, and employees.
The purpose of granting such options is to assist the Company in compensating,
attracting, retaining and motivating the directors and to closely align the
personal interests of such persons to that of the shareholders. The following
table sets out options granted under the Company’s stock option plan during the
most recently completed financial year to the directors (other than the NEOs
which have been disclosed above).


 


	
  Name of Director

  	
   

  	
  Number of Options

  	
   

  	
  Exercise Price

  	
   

  	
  Date of Grant

  	
   

  	
  Expiry Date

  	
   

  
	
  Abraham
  Stein

  	
   

  	
  200,000

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 11,
  2007

  	
   

  	
  September 10,
  2017

  	
   

  
	
  Dmitry
  Ushakov

  	
   

  	
  200,000

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 11,
  2007

  	
   

  	
  September 10,
  2017

  	
   

  



 


6

















 


	
  Name of Director

  	
   

  	
  Number of Options

  	
   

  	
  Exercise Price

  	
   

  	
  Date of Grant

  	
   

  	
  Expiry Date

  	
   

  
	
  Gordon
  Keep

  	
   

  	
  375,000

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 11,
  2007

  	
   

  	
  September 10,
  2017

  	
   

  
	
  Jay
  Kaplowitz

  	
   

  	
  375,000

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 11,
  2007

  	
   

  	
  September 10,
  2017

  	
   

  
	
  John
  Reynolds

  	
   

  	
  200,000

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 11,
  2007

  	
   

  	
  September 10,
  2017

  	
   

  
	
  Peter
  Hediger

  	
   

  	
  200,000

  	
   

  	
  $

  	
  2.12

  	
   

  	
  September 11,
  2007

  	
   

  	
  September 10,
  2017

  	
   

  



 


SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION


 


The only equity compensation plan which the
Company has in place is a Share Option Plan (the “Plan”) which was previously
approved by shareholders on September 10, 2007. The Plan has been
established to provide incentive to qualified parties to increase their
proprietary interest in the Company and thereby encourage their continuing
association with the Company.  The Plan provides
that the number of common shares of the Company issuable under the Plan,
together with all of the Company’s other previously established or proposed
share compensation arrangements, may not exceed 10% of the total number of
issued and outstanding common shares.


 


The following table sets
forth information with respect to all compensation plans under which equity
securities are authorized for issuance as of December 31, 2007:


 


Equity Compensation Plan Information


 


	
  Plan Category

  	
   

  	
  Number of securities to be

  issued upon exercise of

  outstanding options, warrants

  and rights

  	
   

  	
  Weighted-average exercise

  price of outstanding

  options, warrants and

  rights

  	
   

  	
  Number of securities

  remaining available for future

  issuance under equity

  compensation plans (excluding

  securities reflected in column

  (a))

  
	
   

  	
   

  	
  (a)

  	
   

  	
  (b)

  	
   

  	
  (c)

  
	
  Equity compensation plans approved by
  securityholders

  	
   

  	
  18,541,178

  	
   

  	
  CDN$2.60

  	
   

  	
  20,142,332

  
	
  Equity compensation plans not approved
  by securityholders

  	
   

  	
  Nil

  	
   

  	
  N/A

  	
   

  	
  N/A

  
	
  TOTAL

  	
   

  	
  18,541,178

  	
   

  	
  CDN$2.60

  	
   

  	
  20,142,332

  



 


INDEBTEDNESS
OF DIRECTORS AND SENIOR OFFICERS


 


Other than “routine
indebtedness” as defined in applicable securities legislation, since the
beginning of the last fiscal year of the Company, none of the executive
officers, directors or employees or any former executive officers, directors or
employees of the Company or any of its subsidiaries is or has been indebted to
the Company or any of its subsidiaries or has been indebted to any other entity
where that indebtedness was the subject of a guarantee, support agreement,
letter of credit or other similar arrangement or understanding provided by the
Company or any of its subsidiaries.


 


INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON


 


Except as otherwise
disclosed herein:


 


(a)                                 no
person who has been a director or executive officer of the Company at any time
since the beginning of the last financial year of the Company;


 


(b)                                no
proposed nominees for election as a Director of the Company; or


 


7

















 


(c)                                 any
associate or affiliate of the foregoing persons,


 


has any material interest,
direct or indirect, by way of beneficial ownership of securities or otherwise,
in any matters to be acted upon at the Meeting exclusive of the election of
Directors or the appointment of auditors.


 


INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS


 


For purposes of the
following discussion, “Informed Person”
means (a) a Director or Executive Officer of the Company; (b) a
Director or Executive Officer of a person or company that is itself an Informed
Person or a subsidiary of the Company; (c) any person or company who
beneficially owns, directly or indirectly, voting securities of the Company or
who exercises control or direction over voting securities of the Company or a
combination of both carrying more than 10% of the voting rights attached to all
outstanding voting securities of the Company, other than the voting securities
held by the person or company as underwriter in the course of a distribution;
and (d) the Company itself if it has purchased, redeemed or otherwise
acquired any of its securities, for so long as it holds any of its securities.


 


Except as disclosed below or
elsewhere herein, none of:


 


a)              the Informed Persons of the Company;


 


b)             the proposed nominees for election as a Director of the Company; or


 


c)              any associate or affiliate of the foregoing persons,


 


has any material interest,
direct or indirect, in any transaction since the commencement of the last
financial year of the Company or in any proposed transaction which has
materially affected or would materially affect the Company or any subsidiary of
the Company.


 


FINANCIAL
STATEMENTS


 


The audited financial
statements of the Company for the period ended December 31, 2007 (the “Financial
Statements”), together with the Auditor’s Report thereon, will be presented to
Shareholders at the Meeting.  The
Financial Statements, together with the Auditor’s Report thereon and the
Management Discussion and Analysis, are being mailed to Shareholders of record
with this Information Circular.  Copies
of the Financial Statements, together with the Management Discussion and
Analysis, Notice of Meeting, Information Circular and Proxy will be available
from the Company’s office located at Suite 2164, 1055 Dunsmuir Street,
Four Bentall Centre, Vancouver, British Columbia, V7X 1B1.


 


ELECTION
OF DIRECTORS


 


The persons named in the
enclosed Instrument of Proxy intend to vote in favour of fixing the number of
Directors at nine (9).  Although
Management is nominating nine (9) individuals to stand for election, the
names of further nominees for Directors may come from the floor at the Meeting.


 


Each Director of the Company
is elected annually and holds office until the next Annual General Meeting of
Shareholders or until his successor is duly elected, if his office is earlier
vacated, in accordance with the Articles of the Company.


 


In the absence of
instructions to the contrary, the shares represented by Proxy will be voted for
the nominees herein listed. Management does not contemplate that any of the
nominees will be unable to serve as a Director.


 


INFORMATION
CONCERNING NOMINEES SUBMITTED BY MANAGEMENT


 


The following table sets out
the names of the persons proposed to be nominated by Management for election as
a Director, the province or state and country in which each is ordinarily
resident, the positions and offices which each presently holds with the
Company, the period of time for which each has been a Director of the Company,
their respective principal occupations or employment during the past five years
if such nominee is not presently an elected Director and the number of shares
of the Company which each beneficially owns, 


 


8

















 


controls or directs,
directly or indirectly, as of the date of this Information Circular. The nine (9) nominees
are all currently Directors of the Company.


 


	
  Name, Province and Country

  of Ordinary Residence and

  Positions Held with the

  Company(1)

  	
   

  	
  Principal Occupation(1)

  	
   

  	
  Date First Became a

  Director

  	
   

  	
  No. of Shares

  Beneficially

  Owned, Directly

  or Indirectly(1)

  
	
  VLADIMIR AGAPOV

  Director &
  Chairman

  Moscow, Russia

  	
   

  	
  Chairman of the Board of
  Directors of the Company; Owner & Manager of Worldwide Charters Inc.

  	
   

  	
  November 7, 2006

  	
   

  	
  59,645,167

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEORGE SALAMIS(6)

  Director & President

  British Columbia, Canada

  	
   

  	
  President of the Company
  since September 2007; Chief Executive Officer for Caledon Resources Plc
  for four years prior.

  	
   

  	
  September 10, 2007

  	
   

  	
  60,882

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANDRE AGAPOV(5)

  Director & Chief Executive

  Officer

  London, England

  	
   

  	
  President of MFC Securities
  (private investment firm) and Mineria MS (mineral exploration company) for
  over five years.

  	
   

  	
  May 29, 2007

  	
   

  	
  8,900,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GORDON KEEP(2)(3)(5)(6)

  Director

  British Columbia, Canada

  	
   

  	
  Executive Vice President of
  Fiore Financial Corporation (private investment banking firm).

  	
   

  	
  November 7, 2006

  	
   

  	
  620,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABRAHAM STEIN(2)(3)(4)

  Director

  Connecticut, USA

  	
   

  	
  Managing Director of East
  Wind Advisors (boutique investment bank); Managing Member of Protean
  Management LLC (real estate development company).

  	
   

  	
  November 7, 2006

  	
   

  	
  Nil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PETER HEDIGER(3)

  Director

  Zurich, Switzerland

  	
   

  	
  Consultant, former General
  Manager and Chief Executive Officer of MFC Merchant Bank SA (private
  investment bank).

  	
   

  	
  November 7, 2006

  	
   

  	
  Nil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JOHN REYNOLDS(4)

  Director

  British Columbia, Canada

  	
   

  	
  Senior Strategic Advisor of
  Lang Michener LLP.

  	
   

  	
  November 7, 2006

  	
   

  	
  Nil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DMITRY USHAKOV

  Director

  Moscow, Russia

  	
   

  	
  Director / Director General
  of Interros Company.

  	
   

  	
  November 7, 2006

  	
   

  	
  Nil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JAY KAPLOWITZ(2)(4)(5)

  Director New

  York, USA

  	
   

  	
  Attorney and Partner at the
  law firm of Gersten Savage LLP.

  	
   

  	
  November 7, 2006

  	
   

  	
  2,000,000

  



 






	
  (1)

  	
   

  	
  The information as to principal occupation,
  business or employment and Common Shares beneficially owned or controlled is
  not within the knowledge of management of the Company and has been furnished
  by the respective nominees.

  
	
  (2)

  	
   

  	
  Member of the Audit Committee.

  
	
  (3)

  	
   

  	
  Member of the Compensation Committee.

  
	
  (4)

  	
   

  	
  Member of the Governance and Nominating
  Committee.

  
	
  (5)

  	
   

  	
  Member of the Executive Committee.

  
	
  (6)

  	
   

  	
  Member of the Disclosure Committee. The
  Disclosure Committee is also made up of Gary Warnecke as Interim Chief
  Financial Officer, Michael Kennedy, the Company’s Corporate Counsel and
  Gregory Smith the Vice President Exploration.

  



 


No proposed director
(including any personal holding company of a proposed director):


 


(1)                                  is, as at the date of this
Information Circular, or has been, within 10 years before the date of this
Information Circular, a director, chief executive officer or chief financial
officer of any company (including the Company) that:


 


(A)                             was the subject of a cease trade
order (including a management cease trade order which applies to directors or
executive officers), an order similar to a cease trade order or an order that
denied the relevant company access to any exemption under securities
legislation that 


 


9

















 


was in effect for a period of more than 30
consecutive days (collectively an “Order”), that was issued while such person
was acting in the capacity as director, chief executive officer or chief
financial officer;


 


(B)                               was subject to an Order that was
issued after such person ceased to be a director, chief executive officer or
chief financial officer and which resulted from an event that occurred while
that person was acting in the capacity as a director, chief executive officer
or chief financial officer;


 


(2)                                  is, as at the date of this
Information Circular, or has been within 10 years before the date of this
Information Circular, a director or executive officer of any company (including
the Company) that, while that person was acting in that capacity, or within a
year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was
subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its
assets;


 


(3)                                  has, within the 10 years before
the date of this Information Circular, become bankrupt, made a proposal under
any legislation relating to bankruptcy or insolvency, or become subject to or
instituted any proceedings, arrangement or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold the assets of the
proposed director; or


 


(4)                                  has been subject to:


 


(A)                             any penalties or sanctions imposed
by a court relating to securities legislation or by a securities regulatory
authority or has entered into a settlement agreement with a securities
regulatory authority since December 31, 2000 or before December 31,
2000 the disclosure of which would likely be important to a reasonable security
holder in deciding whether to vote for a proposed director; or


 


(B)                               any other penalties or sanctions
imposed by a court or regulatory body that would likely be considered important
to a reasonable securityholder in deciding whether to vote for a proposed
director.


 


No proposed director is to
be elected under any arrangement or understanding between the proposed director
and any other person or company, except the directors and executive officers of
the Company acting solely in such capacity.


 


AUDIT
COMMITTEE DISCLOSURE


 


The charter of the Company’s
audit committee and the other information required to be disclosed by Form 52-110F2
is attached to this Information Circular as Schedule “A”.


 


APPOINTMENT
AND REMUNERATION OF AUDITORS


 


Management recommends the
re-appointment of Grant Thornton LLP, Certified General Accountants, of
Vancouver, British Columbia, as auditors for the Company, to hold office until
the next Annual General Meeting of the Shareholders at a remuneration to be
fixed by the Board of Directors, and the persons named in the enclosed Proxy
intend to vote in favour of such re-appointment.  Grant Thornton LLP has been the Company’s auditor since February, 2007.


 


CORPORATE
GOVERNANCE


 


The information required to
be disclosed by National Instrument 58-101 Disclosure
of Corporate Governance Practices is attached to this information
circular as Schedule “B”.


 


10

















 


MANAGEMENT
CONTRACTS


 


The Company is not a party
to a Management Contract with anyone other than Directors or Executive Officers
of the Company.


 


TERMINATION
OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS


 


The only contracts the
Company entered into with its executives are as follows:


 


Pursuant to an agreement
dated November 7, 2006 between the Company and Mr. Andre Agapov, the
Company retained Mr. A. Agapov as a consultant to provide managerial
services to the Company in connection with the Company’s operations in
Venezuela.  The agreement was for a term
of five years and entitled Mr. A. Agapov to receive an annual consulting
fee and options to purchase 1,500,000 Common Shares at a price of US$3.00 per
share.  During the most recently
completed fiscal year, Mr. A. Apagov was paid $223,095 and received a
bonus of $110,803.


 


Pursuant to an agreement
dated November 7, 2006 between the Company and Mario Szotlender, the
Company retained Mr. Szotlender as President and Chief Executive Officer
for a period of six months commencing November 1, 2006. The agreement was
extended on a month to month basis thereafter as Mr. Szotlender continued
as the Company’s President and Chief Executive Officer after such six month period.


 


Mr. Szotlender was
entitled to an annual compensation of up to US$300,000 and was granted options
to purchase 525,000 Common Shares at a price of US$3.00 per share.  The agreement was terminated upon Mr. Szotlender’s
resignation as President and Chief Executive Officer of the Company on August 31,
2007.


 


Pursuant to an agreement
dated October 19, 2006 the Company retained JATMET Consult Ltd., a company
controlled by Mr. John Thomas, to provide the managerial consulting
services as Vice President Development of the Company.  The agreement entitles Mr. Thomas to an
annual consulting fee, plus GST per year, and he was granted options to
purchase 100,000 Common Shares at a price of US$3.00 per share on November 7,
2006.  During the most recently completed
fiscal year, JATMET Consult Ltd. was paid $162,500.  The agreement was originally for a term of
one year and was extended on a month to month basis.


 


Pursuant to the terms of a
verbally arranged management agreement effective the date of his appointment as
Chairman of the Board, Mr. Vladimir Agapov was entitled to an annual
salary plus a discretionary bonus, based on recommendations from the Company’s
Compensation Committee.  Mr. V.
Agapov was also entitled to stock options to purchase 1,200,000 Common
Shares.  During the most recently
completed fiscal year, Mr. V. Agapov was paid $195,797 and received a
bonus of $110,803.


 


Pursuant to the terms of a
retainer agreement between the Company and Mr. George Salamis, Mr. Salamis fulfills  the role as President of
the Company via a consulting arrangement between the Company and Sierra Mining
Consulting.  Mr. Salamis was
entitled to an annual consulting retainer of $300,000 per year, in addition to
2,200,000 stock options in the Company with a vesting period of 3 years.  Mr Salamis, through his consulting firm, was
also entitled to an annual bonus, up to a maximum of 100% of his annual
retainer, based on achieving mutually agreed yearly objectives between the
Consultant, the Chief Executive Officer and Chairman.


 


In case of termination for
reasons amounting to “just cause”, the Consultant would be paid all sums due
and owing to the date of termination. 
The Company may terminate without just cause by paying to the Consultant
an amount equal to twelve (12) months of retainer fees.  Pursuant to the retainer arrangement with the
Company, Sierra Consulting was also entitled to up to 12 months of retainer
fees, in case of a change of control in the Company.


 


Pursuant to the terms of an
agreement between the Company and Mr. Omar Salas as Chief Financial
Officer, Mr. Salas was entitled to an annual remuneration of $180,000 per
year, 275,000 stock options in the Company with a vesting period of 3 years and
living expenses of up to $4,000 per month for his relocation to Vancouver. Mr. Salas
was also entitled to an annual bonus, to a maximum of 100% of annual salary,
based on achieving mutually agreed yearly objectives between the Employee, the
President and Chief Executive Officer.


 


11

















 


In case of termination for
reasons amounting to “just cause”, the Consultant would be paid all sums due
and owing to the date of termination. 
The Company may terminate without just cause by paying to the Consultant
an amount equal to six (6) months of retainer fees.  Pursuant to the retainer arrangement with the
Company, Mr. Salas was also entitled to up to 6 months of retainer fees,
in case of a change of control in the Company.


 


PARTICULARS
OF OTHER MATTERS TO BE ACTED UPON


 


Approval
and Ratification of Stock Option Plan


 


The
policies of the TSX Venture Exchange (the “Exchange”) now require all incentive
stock option grants to be made pursuant to an approved stock option plan.  At the present time, the Company has a “rolling”
stock option plan which was approved by Shareholders at the Company’s last
annual general meeting.  Pursuant to the
policies of the Exchange, the plan requires annual reconfirmation by the
Shareholders.


 


Accordingly,
Shareholders are being asked to re-approve the current “rolling” plan dated September 10,
2007 (the “Stock Option Plan”) in accordance with Policy 4.4 of the
Exchange.  Some of the key provisions of
the Stock Option Plan are as follows:


 


(a)                                 the Stock Option Plan reserves a rolling maximum of 10%
of the issued shares of the Company at the time of a stock option grant, with
no mandatory vesting requirement although such may be imposed;


 


(b)                                no more than 5% of the Common Shares outstanding at
the time of grant may be reserved for issuance to any one individual in any 12
month period;


 


(c)                                 no more than 2% of the Common Shares outstanding at
the time of grant may be reserved for issuance to any Consultant (as defined in
the Stock Option Plan) in any 12 month period unless disinterested shareholder
approval is obtained;


 


(d)                                no more than an aggregate of 2% of the Common Shares
at the time of grant may be reserved for issuance to any persons conducting
Investor Relations Activities (as defined in the policies of the Exchange) in
any 12 month period;


 


(e)                                 the minimum exercise price of an incentive stock
option cannot be less than the market price of the Common Shares at the date of
grant;


 


(f)                                   options may have a maximum exercise period of ten
years;


 


(g)                                options are non-assignable and non-transferable;


 


(h)                                the Stock Option Plan contains provisions for
adjustment in the number of Common Shares or other property issuable on
exercise of incentive stock options in the event of a share consolidation,
split, reclassification or other relevant change in the Common Shares, or an
amalgamation, merger or other relevant change in the Company’s corporate
structure, or any other relevant change in the Company’s capitalization.


 


A copy
of the Stock Option Plan is available on request from the Company.


 


The text of the
resolution to be passed is as follows. 
In order to be passed, a majority of the votes cast at the Meeting or in
person or by proxy must be voted in favour of the resolution.  The persons named in the enclosed Proxy
intend to vote for such resolution:


 


“UPON MOTION BE
IT RESOLVED that the Company’s Stock Option Plan dated September 10, 2007
be approved and ratified.”


 


ADDITIONAL
INFORMATION


 


Additional
information relating to the Company is available on SEDAR at
www.sedar.com.  Copies of the Company’s
Financial Statements and Management Discussion and Analysis may be obtained
without charge 


 


12

















 


upon
request from the Company, at Suite 2164, 1055 Dunsmuir Street, Four
Bentall Centre, PO Box 49132, Vancouver, British Columbia, V7X 1B1 and such documents
will be sent by mail or electronically by email as may be specified at the time
of the request.


 


DIRECTOR
APPROVAL


 


The contents of this
Information Circular and the sending thereof to the Shareholders of the Company
have been approved by the Board of Directors.


 


DATED at Vancouver, British Columbia, this 8th day
of August, 2008.


 


 


	
   

  	
  /s/
  George Salamis

  
	
   

  	
   

  
	
   

  	
  GEORGE
  SALAMIS

  
	
   

  	
  President and
  Director

  



 


13














 


SCHEDULE “A”


 


RUSORO
MINING LTD.


FORM 52-110F2


AUDIT
COMMITTEE DISCLOSURE


 


ITEM 1:             THE
AUDIT COMMITTEE’S CHARTER


 


PURPOSE


 


The overall purpose of the Audit Committee
(the “Committee”) of  Rusoro Mining Ltd.
(the “Company”) is to ensure that the Company’s management has designed and
implemented an effective system of internal financial controls, to review and
report on the integrity of the consolidated financial statements and related
financial disclosure of the Company, and to review the Company’s compliance
with regulatory and statutory requirements as they relate to financial
statements, taxation matters and disclosure of financial information.  It is the intention of the Board that through
the involvement of the Committee, the external audit will be conducted
independently of the Company’s Management to ensure that the independent
auditors serve the interests of Shareholders rather than the interests of
Management of the Company.  The Committee
will act as a liaison to provide better communication between the Board and the
external auditors.  The Committee will
monitor the independence and performance of the Company’s independent auditors.


 


COMPOSITION, PROCEDURES AND ORGANIZATION


 


(1)                                The Committee shall consist of
at least three members of the Board of Directors (the “Board”).


 


(2)                                At least two (2) members
of the Committee shall be independent and the Committee shall endeavour to
appoint a majority of independent directors to the Committee, who in the
opinion of the Board, would be free from a relationship which would interfere
with the exercise of the Committee members’ independent judgment. At least one (1) member
of the Committee shall have accounting or related financial management
expertise. All members of the Committee that are not financially literate will
work towards becoming financially literate to obtain a working familiarity with
basic finance and accounting practices applicable to the Company. For the
purposes of this Charter, an individual is financially literate if he or she
has the ability to read and understand a set of financial statements that
present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of the issues that can
reasonably be expected to be raised by the Company’s financial statements.


 


(3)                                The Board, at its
organizational meeting held in conjunction with each annual general meeting of
the shareholders, shall appoint the members of the Committee for the ensuing
year. The Board may at any time remove or replace any member of the Committee
and may fill any vacancy in the Committee.


 


(4)                                Unless the Board shall have
appointed a chair of the Committee, the members of the Committee shall elect a
chair and a secretary from among their number.


 


(5)                                The quorum for meetings shall
be a majority of the members of the Committee, present in person or by
telephone or other telecommunication device that permits all persons
participating in the meeting to speak and to hear each other.


 


(6)                                The Committee shall have
access to such officers and employees of the Company and to the Company’s
external auditors, and to such information respecting the Company, as it
considers to be necessary or advisable in order to perform its duties and
responsibilities.


 


(7)                                Meetings of the Committee
shall be conducted as follows:


 


(a)                                  the Committee shall meet at least four
times annually at such times and at such locations as may be requested by the
chair of the Committee. The external auditors or any member of the Committee
may request a meeting of the Committee;


 


(b)                                 the
external auditors shall receive notice of and have the right to attend all
meetings of the Committee; and


 


(c)                                  management
representatives may be invited to attend all meetings except private sessions
with the external auditors.


 





















 


(8)                                The internal auditors and the
external auditors shall have a direct line of communication to the Committee
through its chair and may bypass management if deemed necessary. The Committee,
through its chair, may contact directly any employee in the Company as it deems
necessary, and any employee may bring before the Committee any matter involving
questionable, illegal or improper financial practices or transactions.


 


ROLES AND RESPONSIBILITIES


 


(9)                                The overall duties and
responsibilities of the Committee shall be as follows:


 


(a)                                  to assist the Board in the discharge of
its responsibilities relating to the Company’s accounting principles, reporting
practices and internal controls and its approval of the Company’s annual and
quarterly consolidated financial statements and related financial disclosure;


 


(b)                                 to
establish and maintain a direct line of communication with the Company’s
internal and external auditors and assess their performance;


 


(c)                                  to
ensure that the management of the Company has designed, implemented and is
maintaining an effective system of internal financial controls; and


 


(d)                                 to
report regularly to the Board on the fulfilment of its duties and
responsibilities.


 


(10)                          The duties and
responsibilities of the Committee as they relate to the external auditors shall
be as follows:


 


(a)                                  to recommend to the Board a firm of
external auditors to be engaged by the Company, and to verify the independence
of such external auditors;


 


(b)                                 to
review and approve the fee, scope and timing of the audit and other related
services rendered by the external auditors;


 


(c)                                  review
the audit plan of the external auditors prior to the commencement of the audit;


 


(d)                                 to
review with the external auditors, upon completion of their audit:


 


i.                                          contents of their report;


 


ii.                                       scope and quality of the audit
work performed;


 


iii.                                    adequacy of the Company’s
financial and auditing personnel;


 


iv.                                   co-operation received from the
Company’s personnel during the audit;


 


v.                                      internal resources used;


 


vi.                                   significant transactions
outside of the normal business of the Company;


 


vii.                                significant proposed
adjustments and recommendations for improving internal accounting controls,
accounting principles or management systems; and


 


viii.                             the non-audit services
provided by the external auditors;


 


(e)                                  to
discuss with the external auditors the quality and not just the acceptability
of the Company’s accounting principles; and


 


(f)                                    to
implement structures and procedures to ensure that the Committee meets the
external auditors on a regular basis in the absence of management.


 


(11)                          The duties and
responsibilities of the Committee as they relate to the internal control
procedures of the Company are to:


 


(a)                                  review the appropriateness and
effectiveness of the Company’s policies and business practices which impact on
the financial integrity of the Company, including those relating to internal
auditing, insurance, accounting, information services and systems and financial
controls, management reporting and risk management;


 


(b)                                 review
compliance under the Company’s business conduct and ethics policies and to
periodically review these policies and recommend to the Board changes which the
Committee may deem appropriate;


 


2





















 


(c)                                  review
any unresolved issues between management and the external auditors that could
affect the financial reporting or internal controls of the Company; and


 


(d)                                 periodically
review the Company’s financial and auditing procedures and the extent to which
recommendations made by the internal audit staff or by the external auditors
have been implemented.


 


(12)                          The Committee is also charged
with the responsibility to:


 


(a)                                  review the Company’s quarterly
statements of earnings, including the impact of unusual items and changes in
accounting principles and estimates and report to the Board with respect
thereto;


 


(b)                                 review
and approve the financial sections of:


 


i.                                          the annual report to
Shareholders;


 


ii.                                       the annual information form,
if required;


 


iii.                                    annual and interim MD&A;


 


iv.                                   prospectuses;


 


v.                                      news releases discussing
financial results of the Company; and


 


vi.                                   other public reports of a
financial nature requiring approval by the Board,


 


and report to the Board with respect
thereto;


 


(c)                                  review
regulatory filings and decisions as they relate to the Company’s consolidated
financial statements;


 


(d)                                 review
the appropriateness of the policies and procedures used in the preparation of
the Company’s consolidated financial statements and other required disclosure
documents, and consider recommendations for any material change to such
policies;


 


(e)                                  review
and report on the integrity of the Company’s consolidated financial statements;


 


(f)                                    review
the minutes of any audit committee meeting of subsidiary companies;


 


(g)                                 review
with management, the external auditors and, if necessary, with legal counsel,
any litigation, claim or other contingency, including tax assessments that
could have a material effect upon the financial position or operating results
of the Company and the manner in which such matters have been disclosed in the
consolidated financial statements;


 


(h)                                 review
the Company’s compliance with regulatory and statutory requirements as they
relate to financial statements, tax matters and disclosure of financial
information; and


 


(i)                                     develop
a calendar of activities to be undertaken by the Committee for each ensuing
year and to submit the calendar in the appropriate format to the Board of
Directors following each annual general meeting of shareholders.


 


(13)                          The Committee shall have the
authority:


 


(a)                                  to engage independent counsel and other
advisors as it determines necessary to carry out its duties,


 


(b)                                 to
set and pay the compensation for any advisors employed by the Committee; and


 


(c)                                  to
communicate directly with the internal and external auditors.


 


ITEM 2:             COMPOSITION
OF THE AUDIT COMMITTEE


 


The current members of the Committee are
Gordon Keep, Abraham Stein and Jay Kaplowitz. 
All of the members are independent and financially literate.  “Independent” and “financially literate” have
the meaning used in Multilateral Instrument 52-110 (the “Instrument”) of the
Canadian Securities Administrators.


 


ITEM 3:             RELEVANT
EDUCATION AND EXPERIENCE


 


The relevant
education and/or experience of each member of the Audit Committee is as
follows:


 


3

















 


Gordon Keep


 


Mr. Keep
has a Master of Business Administration degree from the University of British
Columbia and many years’ experience in the capacities of director, officer and
audit committee member of public companies operating in the natural resource
sector.


 


Abraham N. Stein


 


Mr. Stein
received from Brandeis University a summa cum laude B.A. in Economics.  He
worked as an investment banker for Bear, Stearns & Co. Inc. from 1992
to 2005, ultimately as a Managing Director.  Mr. Stein is currently a
Managing Director at East Wind Advisors, LLC, a boutique investment bank based
in New York City, and the Managing Member of Protean Properties and
Development, LLC, a real estate development company.


 


Jay Kaplowitz


 


Mr. Jay
M. Kaplowitz is a founding partner of Gersten Savage LLP, a law firm
specializing in corporate, banking and securities law. He received his JD from
Boston University, where he was an editor of the Boston University Law Review,
and his BA from the Brooklyn College, City University of New York.


 


ITEM 4:             AUDIT
COMMITTEE OVERSIGHT


 


At no time since the commencement of the
Company’s most recently completed financial year was a recommendation of the
Committee to nominate or compensate an external auditor (currently, Grant
Thornton LLP, Chartered Accountants) not adopted by the Board.


 


ITEM 5:             RELIANCE
ON CERTAIN EXEMPTIONS


 


Since the effective date of MI 52-110, the
Company has not relied on the exemptions contained in sections 2.4 or 8 of MI
52 110.  Section 2.4 provides an
exemption from the requirement that the audit committee must pre-approve all
non-audit services to be provided by the auditor, where the total amount of
fees related to the non-audit services are not expected to exceed 5% of the
total fees payable to the auditor in the fiscal year in which the non-audit
services were provided.  Section 8
permits a company to apply to a securities regulatory authority for an
exemption from the requirements of MI 52-110, in whole or in part.


 


ITEM 6:             PRE-APPROVAL
POLICIES AND PROCEDURES


 


Formal policies and procedures for the
engagement of non-audit services have yet to formulated and adopted.   Subject to the requirements of the
Instrument, the engagement of non-audit services is considered by the Company’s
Board of Directors, and where applicable by the Audit Committee, on a case by
case basis.


 


ITEM 7:             EXTERNAL
AUDITOR SERVICE FEES (BY CATEGORY)


 


The aggregate fees charged to the Company
by the external auditor in each of the last two fiscal years is as follows:


 


	
   

  	
   

  	
  FYE 2007

  	
   

  	
  FYE 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Audit Fees

  	
   

  	
  $

  	
  245,730

  	
   

  	
  $

  	
  Nil

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Audit-Related Fees (assurance and related services
  tht are reasonably related to the performance of the audits or reviewing the
  Company’s financial statements and are not included under “Audit Fees” above)

  	
   

  	
  $

  	
  350,700

  	
   

  	
  $

  	
  20,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-audit services (predominately tax planning and
  compliance)

  	
   

  	
  $

  	
  354,700

  	
   

  	
  $

  	
  350

  	
   

  



 


Note: (1) Estimate


 


ITEM 8:             EXEMPTION


 


In respect of the most recently completed
financial year, the Company is relying on the exemption set out in section 6.1
of the Instrument with respect to compliance with the requirements of Part 3
(Composition of the Audit Committee) and Part 5 (Reporting Obligations) of
the Instrument.


 


4

















 


SCHEDULE
“B”


 


RUSORO
MINING LTD.


CORPORATE
GOVERNANCE


 


Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices the
Company is required to and hereby discloses its corporate governance practices
as follows.


 


ITEM 1.             BOARD
OF DIRECTORS


 


The board of directors (the “Board”) is
comprised of nine (9) directors, six of the directors are independent and
three are not independent.  The Board considers that Gordon Keep, Abraham
Stein, Peter Hediger, John Reynolds, Dmitry Ushakov and Jay Kaplowitz are
independent directors.  George Salamis, Vladimir Agapov and Andre Agapov
are not independent directors.  The Board of
Directors of the Company facilitates its exercise of independent supervision
over the Company’s management through frequent meetings of the Board.


 


The Board considers that George Salamis is
not an independent director because of his position as President of the
Company, and his position as a director and officer on many of the Company’s
subsidiary companies.  Vladimir Agapov is not an independent director
because of his position as Chairman on the Board of Directors and Andre Agapov
is not independent due to his position as Chief Executive Officer of the
Company and his position as a director and officer of many of the Company’s
subsidiary companies. The Board is responsible for determining whether or not
each director is an independent director.  To do this, the Board analyzes
all the relationships of the directors with the Company and its
subsidiaries.  Those directors who do not meet the meaning of independence
as provided in NI 58-101 were deemed to not be independent
directors.  More information about each director can be found on pages 5
and 6 of this Information Circular.


 


ITEM 2.             DIRECTORSHIPS


 


The directors of the Company are currently directors of the following
other reporting issuers:


 


	
  Name of Director

  	
   

  	
  Name of Reporting Issuer

  
	
   

  	
   

  	
   

  
	
  Gordon Keep

  	
   

  	
  Eastern
  Platinum Limited

  Flagship Industries Inc.

  Peregrine Diamonds Ltd.

  Prescient Neuropharma Inc.

  Sky Ridge Resources Ltd.

  Svit Gold Corp.

  Uracan Resources Ltd.

  Westward Explorations Ltd.

  
	
   

  	
   

  	
   

  
	
  George Salamis

  	
   

  	
  Caledon
  Resources plc

  Dynasty Gold Ltd.

  First Metals Inc.

  
	
   

  	
   

  	
   

  
	
  John
  Reynolds

  	
   

  	
  ARA Safety
  Inc.

  Calibre
  Mining Corp.

  Cathay
  Forest Products Corp.

  CY
  Oriental Holdings Ltd.

  Svit
  Gold Corp.

  Terrane Metals Corp.

  
	
   

  	
   

  	
   

  
	
  Jay Kaplowitz

  	
   

  	
  Steelcloud, Inc. (a US public
  company)

  



 


ITEM 3.             ORIENTATION
AND CONTINUING EDUCATION


 


The Board of Directors of the
Company brief all new directors with the policies of the Board of Directors,
and other relevant corporate and business information.


 


ITEM 4.             ETHICAL
BUSINESS CONDUCT


 


The Board has found that the
fiduciary duties placed on individual directors by the Company’s governing
corporate legislation and the common law and the restrictions placed by
applicable corporate legislation on an individual


 

















 


director’s participation in
decisions of the Board in which the director has an interest have been
sufficient to ensure that the Board operates independently of management and in
the best interests of the Company.


 


Under the corporate
legislation, a director is required to act honestly and in good faith with a view
to the best interests of the Company and exercise the care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances,
and disclose to the board the nature and extent of any interest of the director
in any material contract or material transaction, whether made or proposed, if
the director is a party to the contract or transaction, is a director or
officer (or an individual acting in a similar capacity) of a party to the
contract or transaction or has a material interest in a party to the contract
or transaction.  The director must then
abstain from voting on the contract or transaction unless the contract or
transaction (i) relates primarily to their remuneration as a director,
officer, employee or agent of the Company or an affiliate of the Company, (ii) is
for indemnity or insurance for the benefit of the director in connection with
the Company, or (iii) is with an affiliate of the Company.  If the director abstains from voting after
disclosure of their interest, the directors approve the contract or transaction
and the contract or transaction was reasonable and fair to the Company at the
time it was entered into, the contract or transaction is not invalid and the
director is not accountable to the Company for any profit realized from the
contract or transaction.  Otherwise, the
director must have acted honestly and in good faith, the contract or
transaction must have been reasonable and fair to the Company and the contract
or transaction be approved by the shareholders by a special resolution after
receiving full disclosure of its terms in order for the director to avoid such
liability or the contract or transaction being invalid.


 


ITEM 5.             NOMINATION
OF DIRECTORS


 


The Board considers its size
each year when it considers the number of directors to recommend to the
Shareholders for election at the annual meeting of Shareholders, taking into
account the number required to carry out the Board’s duties effectively and to
maintain a diversity of views and experience.


 


The Board of Directors
utilizes its Governance and Nominating Committee to take on the responsibility
for identifying individuals who are qualified to become new Board members and
recommending to the Board new director nominees for the next annual meeting the
shareholders.


 


New nominees must have a track
record in general business management, special expertise in an area of
strategic interest to the Company, the ability to devote the time required,
shown support for the Company’s mission and strategic objectives, and a
willingness to serve.


 


The members of the board that make up the
Governance and Nominating Committee are Abraham Stein, John Reynolds and Jay
Kaplowitz.


 


ITEM 6.             COMPENSATION


 


The Board of Directors relies
on its Compensation Committee to conduct reviews with regard to compensation
for directors and officers, including the Chief Executive Officer, throughout
the year.  The Compensation Committee has the
responsibility for determining the compensation of the directors and officers
and does so with reference to comparative organizations, having regarding for
such matters as time commitment, responsibility and trends in director and
executive compensation.  For more information regarding compensation paid
to directors and executives, see “Compensation of Named Executive Officers” on pages 5
through  6 and “Compensation of
Directors” on page 7, of this Information Circular.


 


The members of the board that make up the
Compensation Committee are Gordon Keep, Abraham Stein and Peter Hediger.


 


ITEM 7.             OTHER
BOARD COMMITTEES


 


In addition to the Audit
Committee, Governance and Nominating Committee and the Compensation Committee,
the Board of Directors also has an Executive Committee and Disclosure
Committee, the members of which are as follows:


 


Executive Committee


 


Gordon Keep


Andre Agapov


Jay Kaplowitz


 


2

















 


Disclosure
Committee


 


George Salamis


Gordon
Keep


 


The
Disclosure Committee is also comprised of non-board members, being Gary
Warnecke, the Company’s Interim Chief Financial Officer, Michael Kennedy, the
Company’s Corporate Counsel and Gregory Smith, the Vice President Exploration.


 


ITEM 8.             ASSESSMENTS


 


The
Board of Directors monitors the adequacy of information given to directors,
communication between the board and management and the strategic direction and
processes of the board and committees.


 


3