Not for distribution to U.S. Newswire Services or for dissemination in
the United States
TORONTO, Nov. 13, 2012 /CNW/ - 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.
President & CEO
CAUTOINARY NOTE REGARDING FORWARD LOOKING-STATEMENTS
This release includes certain statements that may be deemed to be
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address events or
developments that management of the Company expects, are
forward-looking statements. Although management believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future
performance, and actual results or developments may differ materially
from those in the forward-looking statements. 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 actual results to differ materially from those
in forward-looking statements, include market prices, exploration and
development successes, continued availability of capital and financing,
and general economic, market or business conditions. Please see the
public filings of the Company at www.sedar.com for further information.
SOURCE: Rainy River Resources
For further information:
Director, Investor Relations