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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3(c)

April 22, 2009

Response of Office of International Corporate Finance
Division of Corporation Finance


Rusoro Mining Ltd. (Rusoro)
Incoming letter dated April 22, 2009

Based on the facts presented, it is the Division’s view that the effectiveness of Rusoro’s registration statement on Form F-10 during the fiscal year ended December 31, 2008 would not preclude Rusoro from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note that no securities were sold pursuant to the registration statement and Rusoro has withdrawn the registration statement and the post-effective amendments to the registration statement pursuant to Rule 477 under the Securities Act of 1933. We assume that, consistent with the representations made in your letter, Rusoro will file a certification on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of its annual report on Form 20-F for the fiscal year ended December 31, 2008.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


Elliot B. Staffin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 04/22/2009