Rusoro Mining Announces Delay of Annual Filings

Vancouver, British Columbia--(Newsfile Corp. - April 30, 2025) - Rusoro Mining Ltd. (TSXV: RML) (the "Company" or "Rusoro") announces that it has experienced a delay in filing its financial statements for the year ended December 31, 2024, and the related management's discussion and analysis, and CEO and CFO certifications (collectively, the "Required Filings"), which are required to be filed on or before April 30, 2025.

In connection with the anticipated delay, the Company has applied to, and received from, the applicable Canadian securities regulators, a voluntary management cease trade order ("MCTO") which restricts trading in the Company's securities by insiders of the Company, as opposed to a general cease trade order, which would restrict all trading in the Company's securities. The MCTO will be in effect until the Required Filings are filed or until it is revoked or varied.

The Required Filings are in the process of being prepared but haven't been completed as a result of the resignation of the Company's former auditor on October 11, 2024, and the appointment of a new auditor on October 11, 2024. Management expects to be in a position to file the Required Filings no later than May 23, 2025.

The Company confirms that it intends to satisfy the provisions of the alternative information guidelines described in sections 9 and 10 of National Policy 12-203 – Management Cease Trade Orders for so long as it remains in default of the requirement to file the Required Filings. The Company has not taken any steps towards any insolvency proceeding and the Company has no material information to release to the public. The Company has made the foregoing representations in accordance with the requirements of applicable securities laws.

Director Resignations:

The Company also announces that Jay Kaplowitz, Dmitri Ushakov and Vladimir Agapov will be resigning as directors of the Company effective immediately. The Company would like to sincerely thank them for their long-term and valuable contributions to the Company and wish them continued success.

ABOUT RUSORO MINING LTD.

The principal business activities of Rusoro were the acquisition, exploration, development, and operation of gold mineral properties. Since Venezuela expropriated Rusoro's assets in Venezuela in 2012 the Company has been focused on the recovery of its Arbitration Award.

Cautionary Note Regarding Forward-Looking Information and Statements:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release includes statements about the expected filing of the Required Filings.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made including, without limitations, information based on the current status of the Required Filings and discussions with the auditor of the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information, and there is no guarantee the Required Filings will be made on the timeline currently expected or at all. If the Required Filings are not filed on time or are subject to additional delays, the securities of the Company could be subject to a cease trade order or other actions taken by the securities regulators and/or the TSXV. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250353