Rainy River Resources Ltd.
TSX VENTURE : RR

Rainy River Resources Ltd.

January 07, 2011 11:43 ET

Rainy River Closes $75 Million Bought Deal Financing

TORONTO, ONTARIO--(Marketwire - Jan. 7, 2011) - Rainy River Resources Ltd. (TSX VENTURE:RR) -

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

Rainy River Resources Ltd. ("Rainy River" or the "Company") is pleased to announce that it has closed its private placement of an aggregate of 5,930,000 common shares of Rainy River (the "Shares") at a price of $12.65 per Share for gross proceeds of $75,014,500, as previously announced in the press release of the Company dated December 14, 2010 (the "Offering"). The Offering included an overallotment option of 790,000 Shares which was fully exercised. The Offering was conducted by a syndicate of underwriters, led by Scotia Capital Inc. and including Wellington West Capital Markets Inc., RBC Dominion Securities Inc., NCP Northland Capital Partners Inc., UBS Securities Canada Inc., Canaccord Genuity Corp. and BMO Nesbitt Burns Inc. (collectively, the "Underwriters").

In connection with the Offering, the Underwriters received a cash commission of $3,750,725 (equal to 5% of the gross proceeds from the Offering). The Shares issued under the Offering will be subject to a four month hold period in Canada expiring May 8, 2011.

The net proceeds of the Offering, together with cash on hand, give Rainy River a treasury of approximately $138 million, putting the Company in a strong financial position to aggressively pursue its exploration programs. The Company intends to use the majority of the net proceeds of the Offering to fund ongoing advanced 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.

About Rainy River

Rainy River is a Canadian precious metals exploration company whose key asset is the Rainy River Gold Project. With approximately $138 million in its treasury, the Company is well positioned to focus on expanding and optimizing the known resources at the Rainy River gold project through its advanced exploration program (underground) as well as drilling exploration targets outside of the known resource area. The Rainy River Gold Project property is extremely well located in the southwestern corner of Northern Ontario near the U.S. border, is accessible year round 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 in Canada. The Company is also working to advance the early stage discoveries at its TPK Joint Venture Property, also in Ontario, where it can earn a 51% interest in the property from Northern Superior Resources. 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 its future exploration plans and the use of the proceeds of the Offering. Although the Company believes that these statements are reasonable in the present circumstances, 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, a management decision to change the use of proceeds based on changing circumstances and the results of ongoing exploration activities. 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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