Rainy River Resources Ltd.

Rainy River Resources Ltd.

November 02, 2009 13:16 ET

Rainy River Closes Flow-Through Share Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 2, 2009) –


Rainy River Resources Ltd. (TSX VENTURE:RR) ("Rainy River") is pleased to announce that it has closed its private placement of an aggregate of 2,924,500 flow-through common shares of Rainy River (the "FT Shares") at a price of $2.82 per FT Share for gross proceeds of $8,247,090, as previously announced on October 7, 2009 (the "Offering"), led by Wellington West Capital Markets Inc., and including Genuity Capital Markets and Sandfire Securities Inc. (collectively, the "Agents"), all pursuant to an agency agreement between Rainy River and the Agents dated November 2, 2009. The FT Shares have a hold period in Canada expiring on March 3, 2010.

In connection with the Offering, the Agents received a cash commission of $494,825.40 (equal to 6% of the gross proceeds from the Offering).

Rainy River plans to use the proceeds of the Offering to fund ongoing exploration activities on the Rainy River Project, which expenses will qualify as Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced in favour of the subscribers for the FT 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 $24 million in its treasury, Rainy River 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. Rainy River'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.


Raymond Threlkeld, President & CEO

Forward-looking statements: 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 Rainy River 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. Rainy River 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 Rainy River 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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