Rainy River Resources Ltd.
TSX VENTURE : RR

Rainy River Resources Ltd.

September 08, 2010 09:40 ET

Rainy River Closes Flow-Through Share Financing

TORONTO, ONTARIO--(Marketwire - Sept. 8, 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 closed its private placement of an aggregate of 2,450,000 flow-through common shares of Rainy River (the "FT Shares") at a price of $8.18 per FT Share for gross proceeds of $20,041,000, as previously announced in the press release of the Company dated August 17, 2010 (the "Offering"). The Offering was led by Wellington West Capital Markets Inc. and included Scotia Capital Inc., Canaccord Genuity Corp. and NCP Northland Capital Partners Inc. (collectively, the "Agents").

In connection with the Offering, the Agents received a cash commission of $1,202,460 (equal to 6% of the gross proceeds from the Offering). The FT Shares issued under the Offering will be subject to a four month hold period in Canada.

Rainy River plans to use proceeds from the sale of the Flow-Through Shares primarily to fund ongoing exploration activities on the Company's Rainy River Project, which expenses will be for Canadian exploration expenses and flow-through mining expenditures for tax purposes and will be renounced in favour of the subscribers for the Flow-Through Shares effective on or before December 31, 2010.

About Rainy River

Rainy River is a Canadian precious metals exploration company, the key asset of which is the Rainy River Gold Project. With over approximately $77.0 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 prefeasibility 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 relative to other mining jurisdictions and according to the annual Fraser Institute global survey of the mining industry, Ontario has consistently ranked as one of the top jurisdictions to embrace 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 need to secure regulatory approvals in order to complete the closing. Although the Company believes that it will complete the closing, 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 subscriptions from investors to complete the proposed financing, in whole or in part, 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.

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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