Rainy River Resources Ltd.

Rainy River Resources Ltd.

February 07, 2012 06:00 ET

Rainy River Resources Adopts New Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Feb. 7, 2012) - Rainy River Resources Ltd. ("Rainy River" or the "Company") (TSX:RR) announced today that its board of directors has adopted a new shareholder rights plan (the "Rights Plan"), effective February 6, 2012. The Rights Plan was adopted following the expiry of the Company's previous shareholder rights plan.

The purpose of the Rights Plan is to provide shareholders and the board of directors with adequate time to consider and evaluate any unsolicited take-over bid made for Rainy River's common shares, provide the board of directors with adequate time to identify, develop and negotiate value-enhancing alternatives, and encourage the fair treatment of shareholders in connection with any take-over bid made for Rainy River's common shares. The Rights Plan is intended to prevent any person from acquiring beneficial ownership of more than 20% of the outstanding common shares of Rainy River while the board of directors' process is ongoing, or from entering into arrangements or relationships that have a similar effect.

Rainy River is not aware of any specific take-over bid for Rainy River that has been made or is contemplated.

The Rights Plan has been accepted for filing by the TSX, subject to certain conditions, including ratification by Rainy River's shareholders at its next annual general meeting expected to be held in May of 2012. If ratified by the shareholders, the Rights Plan would continue in force until the end of Rainy River's first annual meeting of shareholders following the third anniversary of the Rights Plan.

In order to implement the Rights Plan, the board of directors has authorized the issuance of the rights to holders of its common shares at the rate of one right for each common share outstanding. The rights will automatically attach to the common shares and no further action will be required by shareholders.

Pursuant to the terms of the Rights Plan, any bid that meets certain criteria intended to protect the interests of all shareholders will be deemed to be a "permitted bid" and will not trigger the Rights Plan. These criteria require, among other things, that the bid be made by way of a take-over bid circular to all holders of voting shares other than the offer or under the bid, and remain open for acceptance by shareholders for at least 60 days. In the event a take-over bid does not meet the permitted bid requirements of the Rights Plan, the rights issued under the plan would entitle shareholders, other than any shareholder or shareholders involved in the take-over bid, to purchase additional common shares of Rainy River at a significant discount to the market price.

A copy of the Rights Plan will be filed at www.sedar.com.

About Rainy River

Rainy River Resources Ltd. is a Canadian precious metals exploration company whose key asset is the Rainy River Gold Project, a large gold system centered in Richardson Township (part of Chapple Township). As of September 30, 2011, the Company had $115 million in cash and securities, and is well funded for its 2012 plans to 1) commence a feasibility level study on the RRGP; 2) continue growing the existing resource through exploration; 3) conduct a condemnation program in areas identified for potential mine facilities; and 4) continue regional exploration. RRGP is very 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 in Canada. The Company is 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 Inc. 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 W. Threlkeld

President & CEO


This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Rainy River to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: Rainy River's shareholders may vote against the adoption of the Rights Plan at the annual meeting expected to be held in May of 2012, and risks related to mining activities, including risks related to actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, as well as those factors discussed in the risk factors section in Rainy River's latest annual information form. Although Rainy River has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Rainy River does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

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