Rainy River Resources Adopts Advance Notice Policy

RR.TSX

TORONTO, March 22, 2013 /CNW/ - Rainy River Resources Ltd. ("Rainy River" or the "Company" (RR.TSX)) announced today the approval by its Board of Directors of an Advance Notice Policy (the "Policy"), which Policy includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company (the "Shareholders") other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act.

The Advance Notice Policy fixes a deadline by which holders of record of Common Shares must submit director nominations to the secretary of the Company prior to any annual or special meeting of Shareholders and sets forth the specific information that a Shareholder must include in the written notice to the secretary of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Policy.

In the case of an annual meeting of Shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of Shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Policy is effective and in full force and effect.  In accordance with the terms of the Policy, the Policy will be put to Shareholders for approval at the annual meeting of Shareholders (the "Meeting") to be held in May of 2013.  If the Policy is not confirmed at the Meeting by resolution of Shareholders, the Policy will terminate and be of no further force and effect following the termination of the Meeting.

The full text of the Policy will be available via SEDAR at www.sedar.com.

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). As of December 31, 2012, the Company had approximately $102 million in cash and cash equivalents and short-term investments, and remains well funded for its ongoing activities, including: 1) completion of a feasibility level study on the RRGP; 2) continuing to grow the existing resource through exploration; 3) conducting a condemnation program in areas identified for potential mine facilities; and 4) continuing regional exploration. RRGP is very well located in northwestern Ontario. 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. 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 W. Threlkeld
President and 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. These statements include the possible conversion of inferred resources into higher confidence categories of resources. 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