Rainy River Announces $75 Million Bought Deal
Financing
Rainy River Resources Ltd.
("Rainy River" or the "Company") (RR.TSX) is pleased to
announce that it has entered into an agreement with National Bank Financial
Inc. and BMO Capital Markets as co-lead underwriters on behalf of a syndicate
of underwriters to be formed (the "Underwriters"), for the issuance
of 13,170,000 common shares (the "Shares") of the Company, on a
bought deal basis, at a price of $5.70 per Share (the "Offering
Price") for gross proceeds of $75,069,000 (the "Offering").
The Company will also grant
to the Underwriters an option, exercisable at any time until 5:00 p.m. on the
30th day following the closing, to purchase up to an additional
1,975,500 Shares at the Offering Price.
The Company intends to use
the net proceeds from the Offering to fund ongoing development and exploration
activities at its namesake Rainy River Gold Project, and for general corporate
purposes.
The Shares will be offered
by way of a short form prospectus to be filed in all of the provinces of
Canada, other than Quebec, pursuant to National Instrument 44-101 Short Form
Prospectus Distributions.
The Offering is scheduled
to close on or about December 3, 2012, and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals including
the approval of the Toronto Stock Exchange and the securities regulatory
authorities.
This news release does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States.� The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act"), or any state
securities laws and may not be offered or sold within the United States or to,
or for the account or benefit of U.S. persons (as defined in Regulation S under
the 1933 Act) absent such registration or an applicable exemption from such
registration requirements.
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 centred in
Richardson Township (part of Chapple Township), in
northwestern Ontario. As of September 30, 2012, the Company had approximately
$62 million in cash and cash equivalents and short-term investments, and
remains 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. The RRGP is very well located
in northwestern 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 also 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.
RAINY
RIVER RESOURCES LTD.
Raymond Threlkeld,
President & CEO