Rainy River Announces Filing of Preliminary Short Form Prospectus

/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, 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.

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

Indi Gopinathan
Director, Investor Relations
Telephone: [phone]
Email: [email protected]