Rainy River Resources Ltd.
TSX VENTURE : RR

Rainy River Resources Ltd.

December 01, 2008 05:30 ET

Rainy River Announces Buyout of Royalty and Bonus Payment

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 1, 2008) - Rainy River Resources Ltd. (TSX VENTURE:RR) (www.rainyriverresources.com) (the "Company") announced today that it has entered into an agreement with Nuinsco Resources Limited (TSX:NWI) ("Nuinsco") pursuant to which the Company will buy out Nuinsco's rights to a product tonnage royalty and a bonus payment.

In April 2005 the Company entered into an agreement with Nuinsco to purchase Nuinsco's 100% interest in certain mineral properties located in the Rainy River District of northwestern Ontario - a land package of approximately 16,530 hectares in twelve townships (the "Property"), which lands now form the core of the Company's Rainy River project. Under that 2005 agreement Nuinsco received the right to a product tonnage royalty of $1.00 per ton (per 0.907 of a tonne), adjusted annually for inflation, for each ton of mineral ore produced from the Property (the "Royalty"), and the right to a one-time lump sum bonus payment of $2,500,000 payable by the Company if and when it commences commercial production from the Property (the "Bonus Payment").

Under the agreement being announced today, the Company will buy out Nuinsco's rights to the Royalty and the Bonus Payment for an aggregate one-time purchase price of $500,000 cash and 200,000 common shares in the capital of Rainy River at a deemed issue price of $0.65 per share.

The proposed buyout agreement remains subject to the prior acceptance of the TSX Venture Exchange.

On behalf of the Board of Directors of Rainy River Resources Ltd.

Nelson W. Baker, President

Forward-Looking Statements: this press release contains forward-looking statements within the meaning of Canadian securities laws applicable to the Company's disclosures regarding the proposed acquisition of the above-described Royalty and Bonus Payment entitlements pursuant to an agreement with Nuinsco. While the Company believes that the proposed agreement is likely to receive regulatory acceptance and will close, it can give no assurance that its expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions that any forward-looking statements made by the Company are not guarantees of future results, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, but not limited to, the Company's inability to obtain the necessary TSXV acceptance to proceed with the proposed transaction. Readers are urged to review the Company's public filings available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of the risk factors associated with the Company's business and their potential effects. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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