Exhibit 4.11


 


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  June 10,
  2008

  
	
   

  	
   

  	
   

  
	
  ITEM
  3.

  	
   

  	
  NEWS
  RELEASE

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ITEM
  4.

  	
   

  	
  SUMMARY
  OF MATERIAL CHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Issuer announced that Peter Hambro Mining Plc has
  agreed to make an investment in the Issuer and its affiliates as part of its
  US$80,000,000 senior securites exchangeable loan, with the remainder of the
  loan being funded by a syndicate.

  
	
   

  	
   

  	
   

  
	
  ITEM
  5.

  	
   

  	
  FULL
  DESCRIPTION OF MATERIAL CHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Issuer announced that Peter Hambro
  Mining Plc (“PHM”) has agreed to make a strategic US$20 million investment in
  the Issuer and its affiliates (collectively the “Rusoro Group”) as part of a
  larger US$80 million senior secured exchangeable loan (the “Loan”),
  exchangeable into shares of the Issuer at C$1.25 per share. The remainder of
  the Loan will be funded by a syndicate including funds which are investment
  managed by BlackRock Investment Management International Limited, GLG
  Partners Limited and Lansdowne Partners Limited as well as Endeavour Mining Capital
  Corp. (collectively, the “Lenders”). The Issuer will act as a guarantor of
  the Loan. Proceeds from the Loan will be used for regional consolidation
  opportunities approved by the Lenders and for general corporate purposes. PHM
  has also entered into an option agreement with the other Lenders which gives
  PHM the right to acquire from them at a price of C$2.20 per share, the shares
  of the Issuer which such other Lenders may receive upon exchange of their
  Loan (the “Option Agreement”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHM, the second largest Russian gold
  mining company, along with a syndicate of institutional investors described
  above, has agreed to provide the Rusoro Group with the US$80 million Loan.
  The principal terms of the Loan include: 10% annual coupon payable
  semi-annually, 2 year term, exchangeable at any time at C$1.25 per common
  share of the Issuer, pro-rata participation in future equity fundings for the
  term of the Loan (subject to prepayment or exchange), and secured by share
  pledges over the Issuer’s principal assets including Choco 10. The Lenders
  have also entered into the Option Agreement (described above) with PHM. The Loan will be
  drawn down today and be made available in two tranches. US$28 million will be
  available immediately for general corporate

  



 

















 


	
   

  	
   

  	
  purposes, with the remaining
  US$52 million made available once pre-agreed strategic milestones are met.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exchange of PHM’s US$20 million loan
  into shares would give PHM an interest of approximately 4.0% of the partially
  diluted shares in the Issuer, being the common shares currently in issue plus
  the aggregate of the shares to be issued on exercise of the exchange right by
  PHM in respect of its Loan participation, but excluding any shares that PHM
  could receive pursuant to the Option Agreement. Full exercise of the Option
  Agreement would give PHM an interest of approximately 14.2% of the partially
  diluted shares in the Issuer (being calculated on the same basis as above,
  but allowing for full exercise of the Option Agreement and full exchange of
  the Loan).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHM has two principal operating mines in the Amur region in the Russian Far
  East. In 2007, PHM’s total attributable gold production was c.297,000
  ounces and PHM continues to be one of the industry’s lowest cost producers
  with a cash operating cost at Pokrovskiy, one of its principal operating
  mines, of US$143 per ounce (as at Dec. 31 2007). PHM has offices in
  London, Moscow and Blagoveschensk and PHM’s shares are traded on the AIM
  market of the London Stock Exchange under the symbol POG.

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  June 20,
  2008

  



 


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