Rainy River Resources

NI 43-101 Resources of 3.42M oz. Au Indicated and 3.17M oz. Au Inferred (Feb. 2011)

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Message: After market news....More shares

After market news....More shares

posted on Feb 19, 2010 06:20PM

February 19, 2010
Rainy River Announces Increased Size of Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 19, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Rainy River Resources Ltd. (TSX VENTURE:RR) ("Rainy River" or "the Company") is pleased to announce that it has increased the size of the option granted to the underwriters (the "Underwriters' Option") in connection with the previously announced bought deal private placement from $10,008,900 to $15,008,400. On February 1, 2010, Rainy River entered into an agreement with a syndicate of underwriters (the "Underwriters"), led by Wellington West Capital Markets Inc. and including Canaccord Financial Ltd., Genuity Capital Markets and Sandfire Securities Inc., to sell an aggregate of 8,082,000 units ("Units"), priced at $4.95 per Unit, for gross proceeds of $40,005,900 on a bought deal private placement basis (the "Offering"). As a result of the increase in the Underwriters' Option, up to 3,032,000 Units may now be issued for aggregate gross proceeds under the Offering of $55,014,300 if the Underwriters' Option is exercised in full.

Each Unit is comprised of one common share (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant will entitle the holder to acquire one additional Common Share at a price of $7.10 per share for a period of 24 months following the closing of the Offering.

The net proceeds from the Offering will be used to advance the Rainy River Gold Project located in Northwestern Ontario and for working capital purposes. The Offering is expected to close on or about February 24, 2010.

Additional Information about the Financing

The Units will be subject to a four-month hold period under applicable Canadian securities laws. The Offering is subject to acceptance by the TSX Venture Exchange.

The securities being offered have not, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons absent US registrations or an applicable exemption from the US registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Rainy River Resources Ltd.

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