Rainy River Resources Ltdis pleased to
announce that it has entered into an agreement with a syndicate of
underwriters (the "Underwriters"), led by Scotia Capital
Inc., to issue on a bought deal basis by way of a private placement,
5,140,000 common shares of the Company ("Common Shares") at a
price of C$12.65 per Common Share for gross proceeds of C$65 million.
The Company has granted the Underwriters an
option, exercisable prior to the closing of the offering, to increase
the size of the offering by up to an additional 790,000 Common Shares
for additional gross proceeds of up to C$10 million.
The Company intends to use the majority of the net proceeds of the
offering to fund ongoing exploration activities at its Rainy River
Project. In addition, the Company will use a portion of the net
proceeds to fund expenditures under its option on the TPK Project,
which is described in the Company's September 9, 2010 news release, and
will use the remaining net proceeds of the offering for general
Closing of the offering is anticipated to occur on or about January 7,
2011 and is subject to certain conditions including, but not limited
to, the receipt of approval of the offering from the TSX Venture
Exchange. The Common Shares issued pursuant to the offering will be
subject to a four-month restricted resale period from the closing date.
About Rainy River
Rainy River is a Canadian precious metals exploration company whose key
asset is the Rainy River Gold Project. With approximately $69.0 million
in its treasury (without giving effect to the completion of the
offering), 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 reverse circulation drilling within the
large gold system centred 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
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.
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 proposed use of the net
proceeds of the offering. Although the Company believes that it will
complete the offering and execute on its exploration and development
plans, 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 other conditions of closing not
being satisfied,, 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.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED
HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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.