Rainy River Resources Ltd.
TSX VENTURE : RR

Rainy River Resources Ltd.

September 09, 2010 16:30 ET

Rainy River Signs Formal Option Agreement with Northern Superior Resources Inc. and Closes Concurrent Private Placement in Northern Superior

TORONTO, ONTARIO--(Marketwire - Sept. 9, 2010) - Rainy River Resources Ltd. (TSX VENTURE:RR) ("Rainy River" or the "Company") is pleased to announce that it has signed a formal option agreement (the "Option Agreement") with Northern Superior Resources ("Northern Superior") in respect of claims forming a part of the Big Dam and TPK areas of Northern Superior's Ti-pa-haa-kaa-ning ("TPK") gold property, northwestern Ontario.

Following the terms set out in a letter agreement signed by the parties in June 2010 (see press release June 28th, 2010), Rainy River has the option to earn a 51% interest in the TPK Project by meeting the following obligations:

  1. spending an aggregate of $9.4 million in exploration expenditures on the Project over three years, broken down as follows: $1.4 million in the first year; $4 million in the second year; and $4 million in the third year. Rainy River has the right to accelerate the rate and time at which it incurs expenditures. Northern Superior is committed to spending $1.6 million in expenditures on the Project by the end of 2010;
  2. paying $300,000 to Northern Superior upon regulatory acceptance of the Option Agreement;
  3. paying $1.3 million to Northern Superior by January 5th, 2011; and
  4. subscribing for three private placements of Northern Superior shares for gross proceeds of $500,000 in each of the three years of the option earn-in period. The first such private placement was closed concurrently with the signing of the Option Agreement (please see below for details). In years two and three of the Option Agreement, the price per common share will be equal to the volume weighted average of Northern Superior's shares for 20 days prior to the anniversary of the effective date of the Option Agreement in each year.

During the remainder of 2010, Overburden Drilling Management Limited ("ODM") will act as project manager on a mutually accepted exploration program that will be decided and implemented by ODM with assistance from Northern Superior's geologists.

Rainy River has a right of first refusal with respect to Northern Superior's interest in the eastern half of the Ti-paa-haa-kaa-ning gold ("TPK") property and its 100% interest in the western half of the TPK area (known as the "New Growth Area") should Northern Superior receive an acceptable bona fide arms' length third party offer to purchase the New Growth Area.

The area covered by this Option Agreement focuses on the Big Dam and TPK areas of Northern Superior's 100% owned TPK gold property in northwestern Ontario. An exceptional, regionally extensive gold grain-in-till dispersal apron has been defined on this area of the property.

Northern Superior and Rainy River currently have a reverse circulation rig in operation on the Project. This phase of drilling should be completed by September 14th, 2010.

Pursuant to the terms of the Option Agreement, on September 9, 2010, Rainy River closed the first of three private placements in Northern Superior where it purchased 2,500,000 common shares of the Northern Superior at a price of $0.20 per share for a total investment of $500,000.

The share price for the private placements was determined at the time of signing of the letter agreement in respect of the Option Agreement in June, 2010. At that time, Northern Superior's shares were trading at $0.12 (TSX VENTURE:SUP).

Both the private placements and the Option Agreement have been conditionally approved by the TSX Venture Exchange.

"The TPK Property is a very exciting opportunity for Rainy River," commented Raymond Threlkeld, President and CEO. "The gold in till dispersion anomaly at TPK is one of the largest and highest in gold grain counts in Canada. It resembles the early days of discovery at our Rainy River project which has 2.37 million ounces indicated and 2.66 million ounces inferred gold. We are very pleased to be partners with Northern Superior and are looking forward to having a discovery at TPK."

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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