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Published on 8/2/2007 in the Prospect News PIPE Daily.

New Issue: Rainy River wraps placement of units, shares for C$35.07 million

By Laura Lutz

Des Moines, Aug. 2 - Rainy River Resources Ltd. settled a private placement of units and shares for C$35.07 million, including a fully exercised greenshoe for C$10.01 million

The company sold 5.775 million units at C$5.20 each and 840,000 flow-through shares at C$6.00 each. The greenshoe consisted of 1.925 million units.

The units will each consist of one non flow-through share and one half-share non flow-through warrant. Each whole warrant will be exercisable at C$6.00 for 18 months.

Canaccord Capital Corp. led an underwriting syndicate that also included Wellington West Capital Markets Inc.

When the deal originally priced on July 18, the greenshoe consisted of up to C$5 million of any combination of units and flow-through shares, subject to a C$2.5 million cap on the additional flow-through shares. The greenshoe was amended to its current size in a news release later that day.

Proceeds will be used for exploration, potential acquisitions and general corporate purposes.

Rainy River is a metals exploration company based in Vancouver, B.C.

Issuer:Rainy River Resources Ltd.
Issue:Units of one non flow-through share and one half-share non flow-through warrant; flow-through shares
Amount:C$35.07 million
Underwriters:Canaccord Capital Corp. (lead), Wellington West Securities
Pricing date:July 18
Settlement date:Aug. 2
Stock symbol:TSX Venture: RR
Stock price:C$5.47 at close July 17
Stock price:C$5.00 at close Aug. 2
Units
Units:5.775 million (includes greenshoe for 1.925 million units)
Price:C$5.20
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$6.00
Flow-through shares
Shares:840,000
Price:C$6.00
Warrants:No

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