Rainy River Revises Bought Deal To $57.5 Million

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RR.TSX

TORONTO, Nov. 14, 2012 /CNW/ - Rainy River Resources Ltd. ("Rainy River" or the "Company") (TSX:RR) announces that in connection with its previously announced public offering, the Company and the syndicate of underwriters (the "Underwriters"), have agreed to revise the size of the offering. Under the revised terms, the Underwriters have agreed to purchase, on a bought deal basis, 10,455,000 common shares (the "Shares") of the Company, at a price of $5.50 per Share for gross proceeds of $57,502,500.

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 1,568,250 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

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.

www.rainyriverresources.com

SOURCE Rainy River Resources