Rainy River Resources Ltd.
TSX VENTURE : RR

Rainy River Resources Ltd.

December 14, 2010 16:11 ET

Rainy River Announces C$65.0 Million Bought Deal Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Dec. 14, 2010) -

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

Rainy River Resources Ltd. ("Rainy River" or the "Company") (TSX VENTURE:RR) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Underwriters"), led by Scotia Capital Inc., to issue on a bought deal basis by way of a private placement, 5,140,000 common shares of the Company ("Common Shares") at a price of C$12.65 per Common Share for gross proceeds of C$65 million. The Company has granted the Underwriters an option, exercisable prior to the closing of the offering, to increase the size of the offering by up to an additional 790,000 Common Shares for additional gross proceeds of up to C$10 million.

The Company intends to use the majority of the net proceeds of the offering to fund ongoing exploration activities at its Rainy River Project. In addition, the Company will use a portion of the net proceeds to fund expenditures under its option on the TPK Project, which is described in the Company's September 9, 2010 news release, and will use the remaining net proceeds of the offering for general corporate purposes.

Closing of the offering is anticipated to occur on or about January 7, 2011 and is subject to certain conditions including, but not limited to, the receipt of approval of the offering from the TSX Venture Exchange. The Common Shares issued pursuant to the offering will be subject to a four-month restricted resale period from the closing date.

About Rainy River

Rainy River is a Canadian precious metals exploration company whose key asset is the Rainy River Gold Project. With approximately $69.0 million in its treasury (without giving effect to the completion of the offering), 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 prefeasibility studies, and 2) selective diamond-drill testing of high-priority gold targets defined primarily by reverse circulation drilling within the large gold system centred 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

Forward-Looking Statement Cautions:

This press release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to a proposed private placement. Such statements include, without limitation, statements regarding the proposed use of the net proceeds of the offering. Although the Company believes that it will complete the offering and execute on its exploration and development plans, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Except as required by the securities laws and stock exchange policies applicable to the Company, 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 future results to differ materially from those anticipated in these forward-looking statements include, the Company's inability to secure required stock exchange approvals or other conditions of closing not being satisfied,, or a management decision to change the use of proceeds based on changing circumstances. The reader is urged to refer to the Company's disclosure record, publicly 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 principal risk factors associated with the Company's business.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM. 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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