Rusoro Mining Ltd. — AGM Information 2020

Nov 5, 2020

RUSORO MINING LTD.

Suite 3123 – 595 Burrard Street P.O. Box 49139, Three Bentall Centre Vancouver, BC V7X 1J1 Tel: (604) 609-6110

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the Shareholders of RUSORO MINING LTD. (the "Company") will be held on Thursday, December 3, 2020, at Suite 3123 – 595 Burrard Street, Vancouver, BC, V7X 1J1 at the hour of 11:00 a.m. (Pacific Time) for the following purposes:

1. To receive and consider the audited financial statements of the Company for the fiscal year ended December 31, 2019, and the Auditor's Report thereon.

2. To elect Directors for the ensuing year and to fix the number of Directors for the ensuing year at seven (7).

3. To re-appoint Grant Thornton LLP as the Company’s Auditor for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the Auditor.

4. To re-approve the Company’s Stock Option Plan.

5. To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.

An information circular, containing details of matters to be considered at the Meeting, accompanies this notice.

The Company intends to hold the Meeting in person. However, in light of the ongoing public health concerns related to COVID19 and in order to comply with physical distancing measures imposed by the federal, provincial and municipal governments and to mitigate risk to the health and safety of our communities, shareholders and employees, the Company requests that shareholders not attend the Meeting in person. The Company encourages shareholders to instead vote their shares in advance of the Meeting via mail, facsimile or online. Management is not planning to conduct a formal presentation at the Meeting. If any shareholder does wish to attend the Meeting in person, please contact the Company at (604) 609-6110 or gkeep@fiorecorporation.com in order for arrangements to be made that comply with all recommendations, regulations and orders related to the COVID-19 pandemic. The Meeting can accommodate no more than ten shareholders in person. Attendance will be on a first come, first served basis. No shareholder who is experiencing any symptoms of COVID-19, including fever, cough or difficulty breathing will be permitted to attend the Meeting in person. The Company may take additional precautionary measures in relation to the Meeting as necessary in response to further developments related to the COVID-19 pandemic and shall comply with all applicable recommendations, regulations and orders related thereto. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular. As set out in the notes, the enclosed form of proxy is solicited by management, but, you may amend it to appoint another person (who need not be a shareholder) to attend and act for you at the meeting other than the persons named in the form of proxy if you so desire by inserting in the blank space provided in the form of proxy the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 27[th] day of October, 2020.

BY ORDER OF THE BOARD,

“Andre Agapov”

_____ Andre Agapov President, Chief Executive Officer and Director