/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES./
TORONTO, Nov. 20, 2012 /CNW/ - Rainy River Resources Ltd. ("Rainy River"
or the "Company") (RR.TSX) is pleased to announce that it has filed a
preliminary short form prospectus with securities regulatory
authorities in each of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, Nova Scotia, New Brunswick, Prince Edward Island,
and Newfoundland and Labrador in connection with the bought deal
financing announced on November 14, 2012 (the "Offering"). The Company
has entered into an underwriting agreement with National Bank Financial
Inc. and BMO Nesbitt Burns Inc., as lead underwriters, and including
Scotia Capital Inc., CIBC World Markets Inc., RBC Dominion Securities
Inc., Casimir Capital Ltd., Desjardins Securities Inc., Paradigm
Capital Inc., and UBS Securities Canada Inc. (collectively, the
"Underwriters") pursuant to which the Underwriters have agreed to
purchase 10,455,000 common shares (the "Shares") of the Company at a
price of CAD$5.50 per Share for gross proceeds of CAD$57,502,500.
In addition, the Company has granted the Underwriters an over-allotment
option, exercisable in whole or in part at any time until 30 days
following the closing of the Offering, to purchase an additional
1,568,250 Shares at CAD$5.50 per Share to raise additional gross
proceeds of up to CAD$8,625,375.
The Underwriters will receive a cash fee equal to 4.0% of the gross
proceeds raised through the Offering and the over-allotment option.
The net proceeds are intended to be used by the Company to fund ongoing
development and exploration activities at its namesake Rainy River Gold
Project, and for general corporate and working capital purposes.
Closing of the Offering is anticipated to occur on or about December 3,
2012 and is subject to certain conditions including, but not limited
to, the receipt of applicable regulatory approvals including approval
of the Toronto Stock Exchange.
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
CAUTIONARY 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