Rainy River Resources Ltd.
TSX VENTURE : RR

Rainy River Resources Ltd.

February 01, 2010 16:16 ET

Rainy River Announces $40 Million Bought Deal Private Placement of Units

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 1, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Rainy River Resources Ltd. (TSX VENTURE:RR) ("Rainy River" or "the Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Underwriters"), led by Wellington West Capital Markets Inc., to sell an aggregate of 8,082,000 units ("Units"), priced at $4.95 per Unit, for gross proceeds of $40,005,900 on a bought deal private placement basis (the "Offering"). Each Unit is comprised of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder to acquire one additional Common Share at a price of $7.10 per share for a period of 24 months following the closing of the Offering.

The Underwriters also have the option to increase the size of the Offering by up to an additional 2,022,000 Units (the "Underwriters' Option"), for aggregate gross proceeds under the Offering of $50,014,800 if the Underwriters' Option is exercised in full.

The net proceeds from the Offering will be used to advance the Rainy River Gold Project located in Northwestern Ontario and for working capital purposes. The Offering is expected to close on or about February 24, 2010.

Additional Information about the Financing

The Units will be subject to a four-month hold period under applicable Canadian securities laws. The Offering is subject to acceptance by the TSX Venture Exchange.

The securities being offered have not, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons absent US registrations or an applicable exemption from the US registration requirements. This release does not constitute an offer for sale of securities in the United States.

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 over CAN$20 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.

On Behalf of Rainy River Resources Ltd.

Raymond W. 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, including statements anticipating the completion of the Offering. 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 an inability to secure subscriptions to sell all of any part of the Offering, the failure to secure regulatory or stock exchange approvals required to complete the Offering, market prices, exploration and development results, and general economic, market or business conditions. Readers are urged to carefully review the public filings of the Company at www.sedar.com for further information, including the disclosure on the risks and uncertainties associated with the Company's business set out in the Annual MD&A for the fiscal year ended September 30, 2009, dated December 11, 2009.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

THE SECURITIES ISSUED UNDER THE OFFERING HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) OR ANY STATE SECURITIES LAWS, AND UNLESS SO REGISTERED MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. THIS PRESS RELEASE IS ISSUED PURSUANT TO RULE 135(C) OF THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED), AND DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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