Rainy River Resources Closes $57.5 Million Bought Deal Financing

/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./

RR.TSX

TORONTO, Dec. 3, 2012 /CNW/ - Rainy River Resources Ltd. ("Rainy River" or the "Company") (RR.TSX) is pleased to announce that it has closed its bought deal offering (the "Offering") of an aggregate of 10,455,000 common shares of Rainy River (the "Shares") at a price of CAD$5.50 per Share for gross proceeds of CAD$57,502,500, as previously announced in the press release of the Company dated November 14, 2012.

The Offering was conducted by a syndicate of underwriters led by National Bank Financial Inc. and BMO Capital Markets and which included Scotia Capital Inc., CIBC World Markets Inc., RBC Capital Markets, Casimir Capital Ltd., Desjardins Securities Inc., Paradigm Capital Inc., and UBS Securities Canada Inc. (collectively, the "Underwriters").

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 net proceeds of the Offering increase the Company's cash and cash equivalents to approximately $107 million as of Dec 3, 2012.  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 and working capital purposes.

Raymond Threlkeld, President and CEO of Rainy River Resources commented: "This financing further strengthens the Company's balance sheet and enhances our financial flexibility.  It ensures that the Company is well positioned to move the Rainy River Gold Project forward, and it 'de-risks' the project. In the coming months, we will continue to provide exploration updates and deliver a feasibility study on the Rainy River Gold Project."

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

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