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Published on 3/15/2006 in the Prospect News PIPE Daily.

New Issue: Rainy River arranges private placement for up to C$10.02 million

By Sheri Kasprzak

New York, March 15 - Rainy River Resources Ltd. said it has negotiated a private placement for up to C$10,021,400.

The company will sell, through agent Canaccord Capital Corp., up to 1,482,000 flow-through shares at C$2.70 apiece and up to 2.8 million non flow-through shares at C$2.15 each.

The non flow-through shares are priced at a 10.4% discount to the company's closing stock price of C$2.40 on March 14.

The agent has a greenshoe for up to 10% of the offering size, comprised of either flow-through or non flow-through shares.

Proceeds will be used for exploration on the company's Rainy River project in Ontario.

Based in Vancouver, B.C., Rainy River is a gold exploration company.

Issuer:Rainy River Resources Ltd.
Issue:Flow-through and non flow-through shares
Amount:C$10,021,400 (maximum)
Greenshoe:For 10% of the offering size
Placement agent:Canaccord Capital Corp.
Pricing date:March 14
Stock symbol:TSX Venture: RR
Stock price:C$2.40 at close March 14
Flow-through shares
Shares:1,482,000 (maximum)
Price:C$2.70
Warrants:No
Non flow-through shares
Shares:2.8 million (maximum)
Price:C$2.15
Warrants:No

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