Exhibit 4.13


 


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  May 15,
  2008

  
	
   

  	
   

  	
   

  
	
  ITEM
  3.

  	
   

  	
  NEWS
  RELEASE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Issued
  May 15, 2008 and distributed through the facilities of Marketwire.

  
	
   

  	
   

  	
   

  
	
  ITEM
  4.

  	
   

  	
  SUMMARY
  OF MATERIAL CHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Issuer announced the appointment of Mr. Matias
  Herrero as Vice President Finance and the appointment of Gary Warnecke as
  interim Chief Financial Officer as of May 15, 2008.

  
	
   

  	
   

  	
   

  
	
  ITEM
  5.

  	
   

  	
  FULL
  DESCRIPTION OF MATERIAL CHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Issuer announced the appointments of Mr. Matias Herrero to the position
  of Vice President of Finance and Mr. Gary Warnecke as interm Chief
  Financial Officer, effective immediately. Both Mr. Herrero and
  Mr. Warnecke bring many years of financial expertise in the mining
  industry to the Issuer’s executive management team.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr. Herrero
  is a CPA and a former audit manager with Pricewaterhousecoopers (PwC).  At PwC he worked in the mining division
  working with Canadian mining companies operating in Latin America.  He has previously held several senior
  finance positions in the natural resource industry, most recently as
  Corporate Controller for TSX listed Pacific Rubiales Energy Corp. a large oil
  and gas producer in Colombia.  His role
  at Pacific Rubiales included working with financial advisors Endeavour
  Financial in overseeing compliance to bring the Issuer public, complete a
  merger with Pacific Status Energy and gain a listing on the TSX main
  board.  Mr. Herrero is fluent in
  Spanish and his very strong compliance and financial reporting background
  will play a leading role in coordinating the Issuer’s Venezuelan and Canadian
  financial departments.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr. Warnecke
  is also a CPA and formerly maintained an accounting practice in the Eastern
  United States which specialized in advising and managing North American
  financial concerns for Russian and western European based clients.  Mr. Warnecke, who is fluent in
  Russian, left his accounting practice to become Chief Financial Officer of
  GRIF Management, a private company which provided financial management
  services to the Oil and Gas Industry in Russia.  In 2006 Mr. Warnecke moved to
  Venezuela to work with Grupo Agapov and was an essential part of the team
  that brought Grupo Agapov public as Rusoro Mining Ltd.  More recently Mr. Warnecke has been
  working as the Issuer’s Internal Auditor and will lead the transition team
  put in place to merge the Issuer’s Venezuelan operations since the
  acquisition of Gold Fields Venezuelan assets.

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  May 26,
  2008

  



 


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