RR Recharge Resources Ltd

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES 


Rainy River Resources Ltd. ("Rainy River" or the "Company") (TSX VENTURE:RR) is
pleased to announce that it has entered into an agreement with a syndicate of
underwriters (the "Underwriters"), led by Scotia Capital Inc., to issue on a
bought deal basis by way of a private placement, 5,140,000 common shares of the
Company ("Common Shares") at a price of C$12.65 per Common Share for gross
proceeds of C$65 million. The Company has granted the Underwriters an option,
exercisable prior to the closing of the offering, to increase the size of the
offering by up to an additional 790,000 Common Shares for additional gross
proceeds of up to C$10 million.


The Company intends to use the majority of the net proceeds of the offering to
fund ongoing exploration activities at its Rainy River Project. In addition, the
Company will use a portion of the net proceeds to fund expenditures under its
option on the TPK Project, which is described in the Company's September 9, 2010
news release, and will use the remaining net proceeds of the offering for
general corporate purposes.


Closing of the offering is anticipated to occur on or about January 7, 2011 and
is subject to certain conditions including, but not limited to, the receipt of
approval of the offering from the TSX Venture Exchange. The Common Shares issued
pursuant to the offering will be subject to a four-month restricted resale
period from the closing date.


About Rainy River

Rainy River is a Canadian precious metals exploration company whose key asset is
the Rainy River Gold Project. With approximately $69.0 million in its treasury
(without giving effect to the completion of the offering), the Company is well
funded to conduct a dual-focused drilling program consisting of: 1) definition
diamond drilling of the main gold resources in preparation for scoping and
prefeasibility studies, and 2) selective diamond-drill testing of high-priority
gold targets defined primarily by reverse circulation drilling within the large
gold system centred in Richardson Township. The Company's property is extremely
well located in the southwestern corner of Northern 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. 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

Forward-Looking Statement Cautions:

This press release contains certain "forward-looking statements" within the
meaning of Canadian securities legislation, relating to a proposed private
placement. Such statements include, without limitation, statements regarding the
proposed use of the net proceeds of the offering. Although the Company believes
that it will complete the offering and execute on its exploration and
development plans, it can give no assurance that such expectations will prove to
be correct. Forward-looking statements are statements that are not historical
facts; they are generally, but not always, identified by the words "expects,"
"plans," "anticipates," "believes," "intends," "estimates," "projects," "aims,"
"potential," "goal," "objective," "prospective," and similar expressions, or
that events or conditions "will," "would," "may," "can," "could" or "should"
occur, or are those statements, which, by their nature, refer to future events.
The Company cautions that forward-looking statements are based on the beliefs,
estimates and opinions of the Company's management on the date the statements
are made and they involve a number of risks and uncertainties. Consequently,
there can be no assurances that such statements will prove to be accurate, and
actual results and future events could differ materially from those anticipated
in such statements. Except as required by the securities laws and stock exchange
policies applicable to the Company, 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 future
results to differ materially from those anticipated in these forward-looking
statements include, the Company's inability to secure required stock exchange
approvals or other conditions of closing not being satisfied,, or a management
decision to change the use of proceeds based on changing circumstances. The
reader is urged to refer to the Company's disclosure record, publicly available
through the Canadian Securities Administrators' System for Electronic Document
Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion
of the principal risk factors associated with the Company's business.


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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