6-K

FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of March 2009

Commission File Number 333-156117

RUSORO MINING LTD.

(Translation of registrant’s name into English)

Suite 2164 – 1055 Dunsmuir Street

Four Bentall Centre

Vancouver, BC V7X 1B1

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   x      Form 40-F   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o      No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-          

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Material Change Report, dated March 23, 2009, Announcing Closing of Overnight Public Offering.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RUSORO MINING LTD.
Date: March 27, 2009
		/s/ George Salamis
		Name: George Salamis
		Title: President

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EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1 NAME AND ADDRESS
	Rusoro Mining Ltd. (the “Issuer”)
	Suite 2164, 1055 Dunsmuir Street, Four Bentall Centre
	Vancouver, BC V7X 1B1
ITEM 2 DATE OF MATERIAL CHANGE
	March 19, 2009
ITEM 3 NEWS RELEASE
	The Issuer issued a press release through Canada Newswire under the date of March 19, 2009.
ITEM 4	SUMMARY OF MATERIAL CHANGE:
	The Issuer has closed its previously announced overnight marketed public offering.
ITEM 5	FULL DESCRIPTION OF MATERIAL CHANGE
	The Issuer has closed its previously announced overnight marketed public offering in which Canaccord Capital Corporation acted as lead underwriter to a syndicate including GMP Securities L.P. (the “Underwriters”).
	At the discretion of the Issuer and the Underwriters, the gross proceeds of the financing have been reduced from the amount previously stated in the Prospectus, to a total of $80,000,400 through the offering of 133,334,000 common shares at a price of C$0.60 per share (the “Offering”).
	The Issuer intends to use the net proceeds from the Offering for capital expenditures on its Venezuelan gold properties and for general corporate purposes.
ITEM 6	RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
	Not applicable. This report is not being filed on a confidential basis.
ITEM 7 OMITTED INFORMATION
	N/A
ITEM 8 EXECUTIVE OFFICER
	To obtain further information, contact George Salamis, President at 604-632-4044.
ITEM 9 DATE OF REPORT
	March 23, 2009