Rainy River Resources Ltd.
TSX VENTURE : RR

Rainy River Resources Ltd.

October 07, 2009 09:27 ET

Rainy River Announces Flow-Through Share Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 7, 2009) –

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Rainy River Resources Ltd. ("Rainy River") (TSX VENTURE:RR) is pleased to announce that it has entered into an agreement for an offering, on a best efforts basis and through a syndicate of agents led by Wellington West Capital Markets Inc. (the "Agent"), of 2,840,000 flow-through common shares of Rainy River ("Flow-Through Shares") at a price of $2.82 per Flow-Through Share for aggregate gross proceeds of $8,008,800 (the "Offering"). All sales of Flow-Through Shares will be made on a private placement basis pursuant to exemptions from the prospectus requirements of applicable securities laws.

Closing is anticipated to occur on or about October 28, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Flow-Through Shares will be subject to a four-month hold period in Canada.

Gross proceeds from the sale of the Flow-Through Shares will be used to fund ongoing exploration activities on the Company's Rainy River Project, which expenses are eligible for Canadian exploration expenses for tax purposes and will be renounced in favour of the subscribers for the Flow-Through Shares effective on or before December 31, 2009.

About Rainy River Resources Ltd.

Rainy River Resources is a Canadian precious metals exploration company whose key asset is the Rainy River gold project. With $18 million in its treasury, the Company is well funded to conduct a dual-focused drilling program consisting of: 1) definition diamond drilling of the main gold resources in preparation for scoping and pre-feasibility studies, and 2) selective diamond drill testing of high-priority gold targets defined primarily by RC drilling within the large gold system centered in Richardson Township. The Company's property is extremely well located in the southwestern corner of northern Ontario near the U.S. border. It is accessed by a network of roads and is close to hydro-electric infrastructure. The Rainy River district has a skilled labour force and is one of the lowest-cost areas for mineral exploration and development. Ontario has low political risk and, according to the annual Fraser Institute global survey of the mining industry, has consistently ranked as one of the top jurisdictions embracing mineral development.

RAINY RIVER RESOURCES LTD.

Raymond Threlkeld, President & CEO

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.

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

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