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Published on 7/18/2007 in the Prospect News PIPE Daily.

New Issue: Rainy River plans C$25.06 million placement of units, shares

By Laura Lutz

Des Moines, July 18 - Rainy River Resources Ltd. priced a private placement of units and flow-through shares for C$25.06 million.

The company plans to sell 3.85 million units at C$5.20 each and 840,000 flow-through shares at C$6.00 each.

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. will lead an underwriting syndicate that also includes Wellington West Securities.

The underwriters have a greenshoe for up to 1.925 million additional units for additional proceeds of up to C$10.01 million.

When the deal originally priced on Wednesday morning, 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 on Wednesday.

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$25.06 million
Underwriters:Canaccord Capital Corp. (lead), Wellington West Securities
Pricing date:July 18
Stock symbol:TSX Venture: RR
Stock price:C$5.47 at close July 17
Units
Units:3.85 million
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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