Rainy River Resources, Ltd.

Published : July 25th, 2013

New Gold Acquires 86% of Rainy River and Extends Offer to August 8, 2013

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New Gold Acquires 86% of Rainy River and Extends Offer to August 8, 2013

(All figures are in Canadian dollars unless otherwise indicated)

TORONTO, July 25, 2013 /CNW/ - New Gold Inc. ("New Gold") (TSX and NYSE MKT:NGD) and Rainy River Resources Ltd. ("Rainy River") (TSX: RR) today jointly announce that, as of 5:00 p.m. (Toronto time) on July 24, 2013, 89.2 million common shares of Rainy River had been validly deposited to New Gold's offer to acquire all of the outstanding shares of Rainy River (the "Offer"). New Gold has taken up and accepted for payment all of such shares, representing 86.2% of the outstanding shares. New Gold will pay for the shares on or before July 29, 2013.

Rainy River shareholders who elected the cash option will receive $2.47 in cash and 0.178 New Gold shares for each share tendered and those who elected the share option will receive 0.5 New Gold shares, subject in each case to adjustment for fractional shares and to confirmation of the number of Rainy River shares validly tendered pursuant to Notices of Guaranteed Delivery.

"We are very pleased that the Rainy River shareholders have overwhelmingly supported our offer and we welcome them as New Gold shareholders," stated Randall Oliphant, Executive Chairman of New Gold. "The acquisition of Rainy River further enhances our portfolio through the addition of another exciting gold growth project in Canada. We look forward to continuing our work with the Rainy River team to integrate the project into our pipeline."

New Gold has extended its Offer until 5:00 p.m. (Toronto time) on August 8, 2013, in order to allow Rainy River shareholders an additional opportunity to tender to the Offer. For U.S. securities law purposes, this extension constitutes a subsequent offering period. A notice of extension and subsequent offering period will be mailed to Rainy River shareholders in the coming days. If New Gold is successful in acquiring 90% of the Rainy River common shares, it intends to acquire all the remaining shares by way of a compulsory acquisition.

The depositary for the Offer is Computershare Trust Company of Canada ("Depositary") and the information agent for the Offer is Kingsdale Shareholder Services Inc. ("Information Agent"). Questions and requests for assistance, including assistance with respect to tendering your Rainy River shares to the Offer, or requests for additional copies of the Offer Documents, may be directed to the Depositary at 1-800-564-6253 (corporateactions@computershare.com) or the Information Agent at 1-888-518-6796 (contactus@kingsdaleshareholder.com).

About New Gold Inc.

New Gold is an intermediate gold mining company. The company has a portfolio of four producing assets and two significant development projects. The combination of the New Afton Mine in Canada, the Cerro San Pedro Mine in Mexico, the Mesquite Mine in the United States and the Peak Mines in Australia positions New Gold as one of the lowest cost producers in the industry. In 2013, the company is forecasting between 440,000 and 480,000 ounces of gold production. In addition to its four operating mines, New Gold owns 100% of the exciting Blackwater project in Canada and 30% of the world-class El Morro project located in Chile. For further information on the company, please visit www.newgold.com.

About Rainy River Resources Ltd.

Rainy River is a Canadian precious metals exploration company whose key asset is the Rainy River Gold Project, a large gold system centred in Richardson Township (part of Chapple Township). As at March 31, 2013, the Company had approximately $90 million in cash and cash equivalents, and it remains well funded for its ongoing activities, including: 1) commencement of basic and detailed engineering work and ongoing permitting and environmental assessment work; 2) continuing to grow the existing resource through exploration; and 3) conducting a condemnation program in areas identified for potential mine facilities. The project is very well located in Northwestern Ontario. 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. 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.

� U.S. Shareholders

New Gold has filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 in connection with the Offer which includes the formal offer, take-over bid circular and other offer documents. New Gold encourages shareholders of Rainy River to read the formal offer, take-over bid circular and other offer documents filed with the SEC which contain the full terms and conditions of the Offer and other important information.�  The offer, take-over bid circular and other offer documents may be obtained free of charge through the Securities and Exchange Commission's website at www.sec.gov or by directing a request to the Investor Relations department of New Gold.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this news release, including any information relating to New Gold's future financial or operating performance may be deemed "forward looking". All statements in this news release, other than statements of historical fact, that address events or developments that New Gold expects to occur, are "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "projects", "potential", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved" or the negative connotation. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond New Gold's ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: significant capital requirements; fluctuations in the international currency markets and in the rates of exchange of the currencies of Canada, the United States, Australia, Mexico and Chile; price volatility in the spot and forward markets for commodities; discrepancies between actual and estimated production, between actual and estimated reserves and resources and between actual and estimated metallurgical recoveries; changes in international, national and local government legislation in Canada, the United States, Australia, Mexico and Chile or any other country in which New Gold currently or may in the future carry on business; taxation; controls, regulations and political or economic developments in the countries in which New Gold does or may carry on business; the speculative nature of mineral exploration and development, including the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements of each jurisdiction that New Gold operates, including, but not limited to, in Canada obtaining the necessary permits for the Blackwater project, in Mexico where the Cerro San Pedro mine has a history of ongoing legal challenges related to our EIS and in Chile where the courts have temporarily suspended the approval of the environmental permit for the El Morro project; the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law; the uncertainties inherent to current and future legal challenges the company is or may become a party to; diminishing quantities or grades of reserves; competition; loss of key employees; additional funding requirements; actual results of current exploration or reclamation activities; uncertainties inherent to economic studies in respect of the PEA for the Blackwater project; changes in project parameters as plans continue to be refined; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties; and the timely satisfaction of all notices of guaranteed delivery. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance or inability to obtain insurance to cover these risks) as well as "Risk Factors" included in New Gold's disclosure documents filed on and available at www.sedar.com.

Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. All of the forward-looking statements contained in this news release are qualified by these cautionary statements. New Gold expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.� 

SOURCE: Rainy River Resources

For further information:

New Gold Inc.
Hannes Portmann
Vice President, Corporate Development
Direct: +1 (416) 324-6014
Email:� info@newgold.com

Rainy River Resources Ltd.
Indi Gopinathan
Director, Investor Relations
Direct: +1 (416) 645-7289
Email:� geninfo@rainyriverresources.com

 

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Rainy River Resources, Ltd.

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CODE : RR.V
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Rainy River is a gold and silver exploration company based in Canada.

Its main exploration properties are TI-PA-HAA-KAA-NING (TPK) and RAINY RIVER in Canada.

Rainy River is listed in Canada and in United States of America. Its market capitalisation is CA$ 3.0 millions as of today (US$ 2.4 millions, € 2.3 millions).

Its stock quote reached its highest recent level on April 29, 2011 at CA$ 9.92, and its lowest recent point on May 12, 2022 at CA$ 0.03.

Rainy River has 99 973 000 shares outstanding.

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In the News and Medias of Rainy River Resources, Ltd.
6/17/2010Rainy River Resources Ltd
Annual reports of Rainy River Resources, Ltd.
2008 Annual report
Annual Report 2007
Financings of Rainy River Resources, Ltd.
11/13/2012Announces $75 Million Bought Deal Financing
8/17/2010Announces Flow-Through Share Financing
2/19/2010Announces Increased Size of Private Placement
11/2/2009Closes Flow-Through Share Financing
10/7/2009Announces Flow-Through Share Financing
8/2/2007Closes $35 Million Bought Deal Financing
Option Grants of Rainy River Resources, Ltd.
2/17/2010Grants Stock Options
2/12/2009Announces Grant and Repricing of Stock Options
11/14/2008Grants Stock Options
8/25/2008Grants Stock Options
Nominations of Rainy River Resources, Ltd.
6/17/2010Appoints Two Independent Directors
5/18/2010Announces Appointment of Nicholas
4/9/2010Announces Appointment of Director of Environment and Sustain...
12/11/2009Appoints Garett Macdonald as Vice President Operations
10/7/2009Appoints Liz Caridi as Director of Investor Relations & Corp...
4/23/2007Appoints Dale C. Peniuk, CA to Board
Project news of Rainy River Resources, Ltd.
7/10/2013(Rainy River)TheMétisNation of Ontario and Rainy River Resources Sign Mem...
7/10/2013The Métis Nation of Ontario and Rainy River Resources Sign M...
5/31/2013(Rainy River)New Gold Agrees to Acquire Rainy River Resources Growing Gol...
5/29/2013Resources announces results of annual meeting
5/29/2013Rainy River Resources announces results of annual meeting
4/11/2013Rainy River Resources Completes Feasibility
4/8/2013Resources Announces Date of Annual General Meeting
4/8/2013Rainy River Resources Announces Date of Annual General Meeti...
4/2/2013Resources' Intrepid Zone infill intersects 15.5 g/t gold and...
4/2/2013Rainy River Resources' Intrepid Zone infill intersects 15.5 ...
3/22/2013Resources Adopts Advance Notice Policy
3/22/2013Rainy River Resources Adopts Advance Notice
2/20/2013Resources' Intrepid Zone continues to intersect high grade g...
2/20/2013Rainy River Resources' Intrepid Zone continues to intersect ...
2/11/2013Resources Provides Update on 2013 Planned Activities
2/11/2013Rainy River Resources Provides Update on 2013 Planned Activi...
11/13/2012Resources intersects significant near-surface gold mineraliz...
11/8/2012Resources Extends Intrepid Gold-Silver Zone 125 Metres Down ...
11/8/2012Rainy River Resources Extends Intrepid Gold-Silver Zone 125 ...
10/10/2012Rainy River Resources Announces 6.2 Million Ounces of Gold i...
8/30/2012Resources' Project Updated With Higher Grades and Lower Cost...
7/19/2012Resources Extends ODM Zone 250 =?ISO-8859-1?Q?=20Metres=20Do...
6/8/2012Resources and Northern SuperiorResources Announce Completion...
5/29/2012Resources Intersects 4=2E5 g/t G =?ISO-8859-1?Q?old=20Over=2...
4/3/2012(Rainy River)Resources Signs Participation Agreement with Rainy River Are...
3/28/2012Resources Intersects Significant M =?ISO-8859-1?Q?ineralizat...
3/5/2012Resources Announces Management Appointments
3/2/2012Resources Announces Exercise of $26 MM in Warrants
2/24/2012Resources Announces 5=2E72 Million Ounces of Gold in Measure...
2/7/2012Resources Adopts New Shareholder Rights Plan
2/2/2012Resources Intersects 1=2E7 g/t Gold & 7=2E9 g/t Silver Over ...
1/17/2012Resources and Northern SuperiorResources Announce Commenceme...
1/16/2012Resources Intersects 6=2E7 g/t G =?ISO-8859-1?Q?old=20Over=2...
9/29/2011Resources Ltd=2E Reports Platinum and Palladium Values at Pi...
9/19/2011Resources Ltd=2E Announces the Discovery of High Grade Nicke...
9/16/2011Resources Conditionally Approved to Graduate to the TSX
9/12/2011Resources Ltd=2E Intersects 255=2E0 g/t Gold Over 1=2E5 Metr...
8/16/2011Resources Files Technical Report to Support Mineral Resource...
7/13/2011Resources Expands Western Area With 15=2E9 g/t gold and 41=2...
6/29/2011Resources Announces Updated Mineral Resource Statement
6/18/2011Resources Clarifies Details of Resource Disclosure
6/7/2011Resources Announces Option Grant
5/13/2011Engages BBA Inc=2E and AMEC to Complete Preliminary Economic...
4/3/2011(Rainy River)2011 Exploration Program Expanded to 170,000 Metres
2/24/2011(Rainy River)Announces Updated Mineral Resource Statement
2/4/2011(Ti-pa-haa-kaa-ning (tpk))and Northern Superior Announce Final Phase 1 Results and Com...
7/20/2010Intersects 51.2 g/t Gold Over 1.5 Metres in ODM17 Zone
6/9/2010(Rainy River)Intersects 128.5 g/t (4.13 oz/t) Gold Over 5.5 Metres in 433...
4/20/2010(Rainy River)Identifies Strong New Gold Targets by RC Drilling
3/24/2010(Rainy River)Announces High-Grade Gold Results and Continued Exploration ...
12/16/2009(Rainy River)Intersects More High-Grade Gold
11/9/2009(Rainy River)Intersects High Grade Gold Near Surface in Cap Zone
10/6/2009Announces Results From Ten New Drill Holes
9/8/2009(Rainy River)Announces Results of Infill and Exploration Drilling and Pro...
7/13/2009(Rainy River)43-101 Report Filed on SEDAR
5/27/2009(Rainy River)Receives Gold Resource Update: Indicated Resources Increase ...
3/11/2009(Rainy River)Discovers Another Strong Gold Zone With Drill Hole NR09-329 ...
1/27/2009(Rainy River)Reports Further Drill Results From Main Resource Area; Two D...
1/20/2009Confirms Two New High-Grade Gold Zones With First Holes Test...
9/16/2008(Rainy River)Robust Gold Intersection Recorded on the Bayfield "Burns Blo...
9/9/2008(Rainy River)New High Grade Gold Discovery for Rainy River
7/9/2008(Burns Block (rainy River))First Round of Drilling in Rainy's Off Lake Area Confirms Re...
6/19/2008(Burns Block (rainy River))Further Increases Land Position
6/2/2008(Burns Block (rainy River))Reports Wide, Near-Surface Gold Interval From 17/ODM Zone
5/27/2008Reports Wide, High-Grade Gold Intersection in 433 Zone
4/23/2008(Burns Block (rainy River))Reports Further Drill Results From Richardson Township: 433 ...
2/14/2008(Burns Block (rainy River))433 Zone Drilling Update Rainy's NR07-218 Intersects Highest...
2/13/2008(Burns Block (rainy River))Positive Metallurgical Report for Rainy River's 17/ODM Zone
1/29/2008(Burns Block (rainy River))433 Zone Drilling Update; Rainy Records Another Impressive G...
11/28/2007(Burns Block (rainy River))Two Deep Holes Below 400 M level in Rainy's 17/ODM Zone Inte...
11/5/2007Intersects a 4.0-Metre Wide Semi-Massive Sulphide Horizon Gr...
10/15/2007(Burns Block (rainy River))Discovers New Gold Zone in Step-Out Drill Hole
9/11/2007(Burns Block (rainy River))Continues to Intersect Strong Gold Values in ODM and 17 Zone...
5/29/2007(Burns Block (rainy River))Intersects 55.7 Metres of 4.01 g/t Gold in "ODM Zone" and 10...
5/17/2007Intersects 28.9 Meters Grading 5.19 g/t Gold in 433 Zone ODM...
5/2/2007Diamond Drilling to Commence on Block "B" in May, NW Ontario
5/24/2006demonstrates excellent continuity at 230m level and remains ...
Corporate news of Rainy River Resources, Ltd.
10/1/2013Resources Appoints New Officers
10/1/2013Rainy River Resources Appoints New Officers
7/25/2013(Rainy River)New Gold Acquires 86% of Rainy River and Extends Offer to Au...
5/24/2013Rainy River Resources Provides Project Update
5/14/2013Resources' Latest Results from Intrepid Zone Highlight Quali...
5/14/2013Rainy River Resources' Latest Results from Intrepid Zone Hig...
4/11/2013Resources Completes Feasibility Study: Establishes Intermedi...
10/15/2012Rainy River Resources Files Technical Report to Support Prel...
10/11/2011Resources Announces Appointment of Michael Mutchler as Chief...
7/6/2011Resources Intersects 1,335.0 g/t Gold & 76.7 g/t Silver Over...
6/6/2011Resources Announces Appointment of Director of Investor Rela...
4/13/2011and Northern Superior Announce Initial Assays and the Comple...
8/19/2010Announces Board Approval of Increased Exploration Budget
5/31/2010Announces Retirement of Nelson B
5/12/2010and Fort Frances Chiefs Secretar
3/18/2010Reports AGM Results
2/25/2010Announces Closing of $55 Million Private Placement
2/22/2010Announces Final 2009 Drill Results
12/10/2009Provides Update on 2009 Exploration Activities, Corporate De...
12/1/2009Drilling Continues to Expand Resource Potential
6/23/2009Announces Retirement of Nelson W=2E Baker as CEO and Preside...
6/16/2009Resources Ltd=2E: Infill Drilling Between ODM/17 and HS/433 ...
6/4/2009Completes Buy-Out of NSR Royalty
5/13/2009Announces Buy-Out of NSR Royalty
12/1/2008Announces Buyout of Royalty and Bonus Payment
8/18/2008Announces Normal Course Issuer Bid
7/29/2008Defines Two Major New Gold-in-Till Anomalies and Adds to Glo...
6/12/2008Resources Investor Relations Services
4/30/2008CORRECTION FROM SOURCE: Rainy River to Drill New Goldbearing...
3/18/2008's 433 Gold Zone Demonstrates Strong Continuity Along Strike...
2/28/2008Announces Initial Resource Estimat =?ISO-8859-1?Q?e=20for=20...
1/21/2008Reports Results of 11 Drill Ho =?ISO-8859-1?Q?les=20Complete...
12/17/2007and Western Warrior Enter Into =?ISO-8859-1?Q?=20Option=20Ag...
12/10/2007Launches Ground Based Geophysical Surveys Designed to Penetr...
12/3/2007 and Bayfield Ventures Sign Option Agreement on Burns Block ...
11/13/2007 Drilling on ODM/17 Zone Continues to Intersect Strong Gold ...
10/11/2007 Agreement on Additional Gold Property, NW Ontario
10/1/2007Metallurgical Testing, High Sensitivity Airborne Gradiometer...
9/27/2007President Updates Ongoing Rainy River Drill Program, NW Onta...
7/17/2007CORRECTION FROM SOURCE: Deep Intersection in Rainy's 17 Zone...
7/17/2007Deep Intersection in Rainy's 17 Zone Returns 16.5 m Grading ...
4/30/2007Drilling to Commence in May on Rainy River Claim, NW Ontario
2/22/2007to Test New Gold-Bearing Base =?ISO-8859-1?Q?Metal=20Target...
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TSX-V (RR.V)Other OTC (RRFFF)
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