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                                                                          February 2012


                                        Defining Canada’s Newest Gold District
                                                  “Value and Growth”
    © 2011 Rainy River Resources Ltd.
2

    Forward Looking Information

    This presentation contains “forward-looking information” as defined in applicable securities laws (referred to herein as “forward-looking statements”). Forward looking
    statements include, but are not limited to, statements with respect to the cost and timing of the development of the Rainy River project, the other economic parameters of
    the project, as set out in its preliminary economic assessment; the success and continuation of exploration activities; estimates of mineral resources; acquisitions of
    additional mineral properties; the future price of gold; government regulations and permitting timelines; estimates of reclamation obligations that may be assumed in
    connection with the exercise of the Mine Option; requirements for additional capital; environmental risks; and general business and economic conditions. Often, but not
    always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”,
    “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions,
    events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Inherent in forward-looking statements are risks, uncertainties and other
    factors beyond the Company’s ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, the assumptions underlying the
    preliminary economic assessment not being realized, future gold prices, cost of labour, supplies, fuel and equipment rising, changes in equity markets, actual results of
    current exploration, changes in project parameters, exchange rate fluctuations, title risks, regulatory risks and uncertainties with respect to obtaining necessary surface
    rights and permits or delays in obtaining same, and other risks involved in the gold exploration and development industry, as well as those risk factors discussed in the
    section entitled “ Description of Business-Risk Factors in Rainy River's 2009 annual information form and its other SEDAR filings from time to time. Forward-looking
    statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the availability of financing for the Company’s exploration
    and development activities; the timelines for the Company’s exploration and development activities on the Rainy River Property; the availability of certain consumables and
    services; assumptions made in mineral resource estimates, including geological interpretation grade, recovery rates, and operational costs; and general business and
    economic conditions. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results,
    performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All
    forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The
    Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or
    otherwise, except as may be required by law.

    This presentation uses the terms “measured resources”, “indicated resources” and “inferred resources”. The Company advises readers that although these terms are
    recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI43-101”)), the United States
    Securities and Exchange Commission does not recognize them. Readers are cautioned not to assume that any part or all of the mineral deposits in these categories will
    ever be converted in to reserves. In addition, “inferred resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be
    assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may
    not form the basis of feasibility or pre-feasibility studies, or economic studies, except for a Preliminary Assessment as defined under NI43-101. Investors are cautioned not
    to assume that part or all of an inferred resource exists, or is economically or legally mineable.

    For additional information with respect to the key assumptions, parameters, risks and other technical information underlying to the mineral resource estimates and the
    preliminary economic assessment discussed in this presentation, refer to: (i) the technical report entitled “Mineral Resource Evaluation Rainy River Project, Western
    Ontario Canada”, dated August 11, 2011, with respect to the mineral resource estimates; and (ii) the Rainy River press release dated November 9, 2011, with respect to
    the preliminary economic assessment, both available at www.sedar.com.




      © 2011 Rainy River Resources Ltd.
3

    Strong Capital Structure and Institutional Support

    Basic Shares Outstanding                          83.7 million

    FD Shares Outstanding                             94.3 million

    Warrants (due Feb 26, 2012)                       3.8 million @ $7.10

    Cash (Sept 30, 2011)                              C$115 million

    Debt                                              C$0

    Market Value Basic (based on $7.65 share price)   C$642 million

    Enterprise Value (based on $7.65 share price)     C$527 million



    Rated by 9 Analysts                               8 “buys”, 2 “holds”

    Ownership                                         60% Institutional

                                                      37% Retail

                                                      3% Management



    Significant Institutional Shareholder Base        Top 5 own 35%

     © 2011 Rainy River Resources Ltd.
4

    Proven Management Team
                                                       30+ years in industry.
                                                       Former President & CEO of Western Goldfields.
    Raymond Threlkeld, President and CEO               Former VP Project Development of Barrick Gold Corp.

                                                       30 years in industry, including 20 with ASARCO.
                                                       Former Kinross VP, Project Development Services, Project
    Mike Mutchler, VP and COO                          Manager Paracatu, Mining Manager Cerro Casale.

                                                       17 years in corporate finance, accounting, including as VP
                                                       Finance at Barrick Gold Corp, Regional CFO at Placer Dome.
    Nick Nikolakakis, VP and CFO                       Former investment banker with BMO Nesbitt Burns.

                                                       22+ years experience in mineral exploration; P. Geo.
                                                       Instrumental in the discovery and delineation of the Voisey’s
    Kerry Sparkes, VP Exploration                      Bay nickel deposit.

                                                       15+ years experience in mine engineering and operations.
                                                       Professional Engineer and MBA.
    Garett Macdonald, VP Operations                    Previously with Placer Dome and Suncor Energy.

                                                       15+ years in mine permitting and environmental assessments.
                                                       Led environmental assessment of Galore Creek project in BC.
    Kyle Stanfield, VP, Environment & Sustainability   Previously Environmental Engineer with Placer Dome.

                                                       20+ years as a lawyer, advising public and private entities.
                                                       Advised on equity financings, M&A, corporate governance and
    Gerry Shields, VP and General Counsel              general corporate and securities law.


     © 2011 Rainy River Resources Ltd.
5

    Rainy River Gold Project


    •         June 29 Resource: 4.41 Moz Au, 9.1 Moz Ag M+I
                                     2.33 Moz Au, 7.0 Moz Ag Inferred
    •         PEA Resource:                 4.12 Moz Au, 8.27 Moz Ag M+I OP+UG
                                                 0.77 Moz gold, 1.74 Moz Ag Inferred
    OP+UG
    •         Annual Production: 329,000 ounces gold, 497,000 ounces silver
    •         Mine Life                     13+ years
    •         Cash cost                     US$553 per ounce, life-of-mine
                                             US$417 per ounce, first 4 years
    •         Initial Capex                     $681 million
    •         NPV                               $786 million
    •         IRR                           19.4%
    •         Payback                           3.4 years
        © 2011 Rainy River Resources Ltd.
6

    Defining an Emerging Canadian Gold District
                                                  District Potential
                                                  Large Gold Resource
                                                  Excellent exploration
                                                  upside
                                                  “Bousquet District”
                                                  style VS and potential
                                                  VMS




    © 2011 Rainy River Resources Ltd.
7

    Great Location: Infrastructure is Key
                                                    Great Location
                                                    “Mining-Friendly”
                                                    Ontario, Canada
                                                    65 km from Fort
                                                    Frances, Ontario
                                                    Power and rail within
                                                    25 km, year round
                                                    access




                                        MINNESOTA

    © 2011 Rainy River Resources Ltd.
8

    RRGP Project Metrics: Defining Value


    •         At $1200 Au, $25 Ag:                        NPV5% of $786M
                                                             IRR of 19.4%
    Payback of 3.4 years
                             Free cash flow of $800M, first 4 years


    Gold, Silver                            $1200 / $25      $1400 / $30    $1600 / $35   $1800 / $40
    US$/ oz                                 Base Case
        NPV @ 5%                              $786M            $1.4B          $2.0B         $2.7B

        IRR                                   19.4%            28.8%          37.2%         45.0%

        Free cash flow
                                              $800M            $1.0B          $1.2B         $1.4B
        (first 4 years)



        © 2011 Rainy River Resources Ltd.
9

    PEA Highlights

    Open Pit Capital Expenditure
    • Pre-production capital costs of $681 M
    • Sustaining capital costs of $598 M
    • Overburden and waste stripping represents 46% of Sustaining

    Underground Capital Expenditure
    • Pre-production capital costs of $67 M
    • Sustaining capital costs of $110 M

    Production - Combined open pit and underground
    • Mine life: 13+ years
    • Throughput: 30,000 tpd open pit, 2,000 tpd underground

    • Average annual production: 329,000 ozs Au, 497,000 ozs Ag
    • Life-of-Mine total production: 4.3 Moz Au and 6.5 Moz Ag

     © 2011 Rainy River Resources Ltd.
10
     Combined Open Pit & Underground Production:
     Current Design in Gold-Equivalent Ounces




     © 2011 Rainy River Resources Ltd.
11

     Production and Cumulative Free Cash Flow




     © 2011 Rainy River Resources Ltd.
12

     Opportunities for Growth in Value


     Mining and Metallurgy
     •    Metallurgical testing may improve recoveries
     •    Steepen open pit slope: reduce waste, improve strip ratio
     •    Conversion of waste to mineralized material from infill drilling
     •    Optimization of underground design




     Exploration Upside
     •    PEA based on Feb 27, 2011 drilling cut-off
     •    2011 program of 170,000 m in Q1/12 Resource update
     •    Ounces, grade improvements inside pit shell from 2011 drilling
     •    More underground ounces: 17 Zone Eastern Extension, ODM
     •    Western Area, 17 ZEE discovery to add ounces

         © 2011 Rainy River Resources Ltd.
13

     Growth in Value


     New Resource – Q1/2012
              • Incorporates 170,000 metres of new drilling
              • 2 new discoveries: Western Area and 17EE


     PEA Update – Q2/2012
              •       Potential for improved metallurgical recovery
              •       Potential for grade increase
              •       Increase in Open Pit and Underground ounces
              •       Conversion of waste to ore from infill drilling




     © 2011 Rainy River Resources Ltd.
14

        District Potential - Growth


 1       Infill
                                                           2
 2       Western Area

         17 Zone
 3       Eastern
         Extension

 4       ODM deep

         Untested                                              5
 5
         Western Area

 6
         CAP-South
         deep
                                              1   Infill
         South-East
 7
         extensions                           8 Ni-Cu-Co-              4
                                              PGMs                 6
 8       Ni/Cu/PGM’s
                                              10 VMS
 9
         Stratigraphic                        Potential                            3
         Targets

 10      VMS potential
 Legend:
 Yellow: Pit outline
                                                                               7
 Red – in PEA
                                                                           9
 Blue – out of PEA



          © 2011 Rainy River Resources Ltd.
15

     Deposit Cross Section

                                                       Highlight:
                                                       NR11865:
                                                       6.6 g/t Au / 16.5 m




                                         Underground
                                           Setting




     © 2011 Rainy River Resources Ltd.
16




                                             Recent Drill Results:
                                         ODM Plan View, Gold and Silver
     © 2011 Rainy River Resources Ltd.
17



                                         Recent Drill Results:
                                            ODM Silver




     © 2011 Rainy River Resources Ltd.
18

     17 Zone Eastern Extension

                                         Highlights:
                                         NR10621E:
                                         13.9 & 353.3 /
                                         4.5
                                         NR10627E:
                                         69.7 & 17.7 / 1.5
                                         NR11735:
                                         6.9 & 112.3 / 7.0
                                         including 30.1
                                         & 688.0 / 1.0
                                         including 12.2
                                         & 61.7 / 4.5
                                         NR11739:
                                         7.2 & 45.7 / 4.5
                                         NR11773:
                                         2.0 & 17.9 / 4.6




     © 2011 Rainy River Resources Ltd.
19

     Western Area – Cross Section
                                         Highlights:
                                         NR11750:
                                         7.6 & 26.5 / 16.5
                                         including
                                         15.9 & 41.1 / 4.5
                                         NR11731:
                                         3.9 & 9.8 / 22.5
                                         including
                                         32.0 & 9.1 / 1.5




     © 2011 Rainy River Resources Ltd.
20

     Rainy River Gold Project Timeline

                                                2011   2012   2013   2014   2015


     Environmental Baseline Studies

     Preliminary Economic Assessment

     Feasibility Study & Detailed Engineering

     Mine Project Description to Agencies

     Environmental Assessment (EA)

     Project Permitting & Approvals

     Project Construction

     Project Production




      © 2011 Rainy River Resources Ltd.
21

     RRGP Is Still Evolving!


     1 Year Ago:
     Took Risk by Being Aggressive
                                                                Going Forward:
                                                                Capitalize on
                                                                upside potential

     Results
     •    More Ounces                                 Nov 2011:
     •    Great Upside Potential                      329 koz production
     •    Base Metal Potential
     •    Positive PEA
     •    Moving Towards Production
                                             Feb 2010:
                                             200-250 koz production




         © 2011 Rainy River Resources Ltd.
22

         Market Capitalization vs. Production




     Notes: Market Capitalization as of Jan 23, 2012. KGI based on F2012, y/e April 30. MFL, OSK, NGD based on gold-equivalent, with gold, silver and copper prices as of Jan 23, 2012.
     OSK includes projected Hammond Reef production figures.
            © 2011 Rainy River Resources Ltd.
23

     Canada’s Newest Gold District


     Our Story
     • Base Case with Excellent
       Upside Potential
     • “Unrealized District Potential”
     • Proven Management Team
     • Strong Financial Position




      © 2011 Rainy River Resources Ltd.
24




                                         appendix
     © 2011 Rainy River Resources Ltd.
25

     TPK Joint Venture Project

     One of the largest gold grain
     anomalies in the world
     • Meadowbank: 3.5 Moz Proven and Probable
                        1.4 Moz Indicated
     • Meliadine:    2.6 Moz Probable
                   1.5 Moz Indicated
     • Casa Berardi: 1.5 Moz Proven and Probable
                   0.8 Moz Measured & Indicated
     • RRGP: 4.4 Moz Measured & Indicated



                    2012 drilling started in January

     •    JV with Northern Superior Resources Inc.
     •    450 km NE of Thunder Bay, Ontario
     •    Earn-in 51% by spending $11 m over 2.5 years
     •    $6 M spent to-date; approx. $3 M planned 2012

         © 2011 Rainy River Resources Ltd.
26

     History

             The Rainy River Gold Project has attracted exploration interest since 1967. Various companies including Noranda, International Nickel
     Corporation of Canada, Hudson’s Bay Exploration and Development and Mingold Resources operated in the area centred on the Rainy River
     Gold Project between 1967 and 1989. The Ontario Geological Survey undertook geological mapping in 1971 and again in 1987 to 1988 in
     conjunction with a rotasonic overburden drilling program. Nuinsco undertook exploration activities between 1990 and 2004, with Rainy River
     continuing from 2005 onwards.
                Nuinsco drilled a series of widely spaced reverse circulation drill holes from 1994 to 1998, defining a fifteen kilometre long “gold-grains-
     in-till” dispersal train emanating from a thickly overburden-covered, six square kilometre “gold-in-bedrock” anomaly. Nuinsco completed a series
     of diamond drill programs to assess the mineral potential of the above anomalies which led to the initial discovery of the 17 Zone in 1994.
     Nuinsco subsequently discovered the 34 Zone in 1995 and 433 Zone in 1997. Between 1994 and 1998, Nuinsco drilled 597 reverse circulation
     holes and 217 diamond drill holes (49,515 metres). These were mostly in the Richardson area. The 34 Zone was further drill tested between
     1999 and 2004.
               In June 2005, Rainy River completed the acquisition of a 100 percent interest in the project from Nuinsco. In the same year, Rainy River
     relogged key sections of the historical core drilled on the property and then input all of the data into a GIS database. Rainy River subsequently
     drilled in excess of 100 reverse circulation holes in three phases to better define the gold-in-till and gold-in- bedrock” anomalies.
             Between 2005 and 2007, 209 diamond drill holes for 95,340 metres were drilled. In April 2008, a mineral resource estimate was
     completed by CCIC. In 2009, SRK prepared a mineral resource statement incorporating information from an additional 112 core boreholes
     (59,719 metres) drilled during 2008. In early 2010, SRK prepared a revised mineral resource statement to incorporate information from 124 core
     boreholes (68,453 metres) drilled on the project during 2009. In early 2011, SRK updated the mineral resource statement to incorporate
     information from 163 core boreholes (84,648 metres) drilled on the project during 2010. A further 17,100 metres were included in the June 29,
     2011 resource statement.




       © 2011 Rainy River Resources Ltd.
27

     Geology

     Regional and Local Geology
          The Rainy River Gold Project falls within the 2.7 billion year Rainy River Greenstone Belt that forms part of the Wabigoon Subprovince. The
     Wabigoon Subprovince is a 900 kilometre long east-west trending area of komaiitic to calc-alkaline metavolcanics that are in turn succeeded by
     clastics and chemical sediments. Granitoid batholiths have intruded into these rocks, forming synformal structures in the supracrustals that often
     have shear zones along their axial planes.
          The Wabigoon Subprovince basement lithologies were overlain by Mesozoic (Jurassic and Cretaceous) sediments and were subjected to
     deep lateritic weathering followed by Quaternary glaciation. Limited preservation of the Mesozoic cover sediments and saprolite occurs in
     localized palaeo-lows.
          The Wabigoon basement rocks and remnant Mesozoic cover sediments are overlain by Labradorian till of northeastern provenance. This till
     has been found to contain anomalous concentrations of gold grains, auriferous pyrite and copper-zinc sulphides. It is overlain by a glaciolacustrine
     clay and silt horizon and by argillaceous and calcareous Keewatin till of western provenance.
          The Rainy River Gold Project is primarily underlain by a series of tholeiitic mafic rocks that are structurally overlain by calc-alkalic intermediate
     to felsic metavolcanic rocks. Intermediate rocks (dacites) host most of the gold mineralization. At a regional scale, the strongest and earliest
     deformation event produced a well-defined penetrative fabric. This foliation is approximately parallel to the trend of the metavolcanic rocks that
     strike at approximately 120 degrees and dip fifty to seventy degrees to the south. Structural geology studies by SRK suggest that the current
     geometry and plunge of the gold mineralization is the result of high strain deforming features associated with gold mineralization and rotating the
     mineralization plunge parallel to the stretching direction.
     Deposit Types and Mineralization
          At least two stages of gold mineralization exists in the Rainy River Gold Project:
         Early (low to moderate grade) gold mineralization associated with sulphide (pyrite-sphaleritechalcopyrite-galena) stringers and veins and
     disseminated pyrite in quartz-phyric volcaniclastic rocks and conglomerate; and Late (high-grade) gold mineralization associated with quartz-pyrite-
     chalcopyrite-gold veins and veinlets.
         Both styles of gold mineralization have been progressively overprinted by deformation, The gold mineralization is interpreted as a hybrid
     deposit type consisting of an early gold-rich volcanogenic sulphide mineralization overprinted by shear-hosted mesothermal gold mineralization.
          In addition to the gold mineralization, the project also contains nickel, copper and platinum group metals sulphide mineralization associated
     with a differentiated ultramafic-mafic intrusion. That magmatic-hydrothermal mineralization occurs within the main auriferous zones and crosscuts
     the volcanogenic sulphide mineralization and the later mesothermal gold mineralization associated with the regional deformation.




       © 2011 Rainy River Resources Ltd.
28

     Rainy River Resource Expansion




                                                                                                                                                                  D
                                                                                                                                                                  g
                                                                                                                                                                  n
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                                                                                                                                                                  l
                                                                                                                                                                  i
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                                                                                                                                                              r
                                                                                                                                                                    N
                                                                                                                                                                    e
                                                                                                                                                                    x
                                                                                                                                                                    t




         Qualified Persons – The mineral resource statement was prepared by Dorota El-Rassi, P.Eng. (APEO #100012348) and Glen Cole, P.Geo (APGO #1416), of SRK,
         both “independent qualified persons” as that term is defined in National Instrument 43-101. Rainy River’s exploration program in Richardson Township is being
         supervised by Kerry Sparkes, P.Geo (APEGBC #25261), Vice-President Exploration and a Qualified Person as defined by National Instrument 43-101. The
         Company continues to implement a rigorous QA/QC program to ensure best practices in sampling and analysis of drill core. The procedures of the QA/QC
         program are detailed on Rainy River’s website at www.rainyriverresources.com.

     © 2011 Rainy River Resources Ltd.
29

     RR Gold Project – Resources (Jun 2011)

     Mineral Resource Statement, Rainy River Gold Project, SRK Consulting, June 29, 2011*

                                                                                 Quantity                            Grade                                         Metal
                                                                                   ‘000 t                Au gpt                 Ag gpt              Au ‘000 oz             Ag ‘000 oz
     Open Pit**

     Measured                                                                      15,660                  1.26                   1.93                   636                    973

     Indicated                                                                     99,927                  1.08                   2.48                  3,481                  7,967

     Measured and Indicated                                                       115,587                  1.11                   2.41                  4,117                  8,940

     Inferred                                                                      73,813                  0.79                   2.78                  1,884                  6,590

     Underground**

     Measured                                                                        100                   4.74                   2.67                    15                      9

     Indicated                                                                      1,775                  4.83                   3.10                   276                    177

     Measured and Indicated                                                         1,875                  4.82                   3.08                   291                    185

      *Mineral resources are reported in relation to an elevation determined from conceptual pit shells, and not all of the inferred resources lie within the optimized pit shell. 448
     Inferred                                                                      3,628                  3.82                     3.84                    445
     Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate. All assays have been
     capped where appropriate. **Open pit mineral resources are reported at a cut-off of 0.35 g/t gold, underground mineral resources are reported at 2.5 g/t gold. Optimized cut-off grades are
     Combined Mining US$1,100 per ounce, a silver price of $22.50 per ounce and a foreign exchange rate of 1.10 Canadian dollar to 1.0 US dollar. Metallurgical recoveries include
     based on a gold price of
     gold recovery of 88% for open pit resources and 90% for underground resources with silver recovery at 75%.
      Qualified persons - The mineral resource statement was prepared by Dorota El-Rassi, P.Eng. (APEO #100012348) and Glen Cole, P.Geo (APGO #1416), of SRK, both "independent
     Measured
     qualified persons" as that term is defined in National Instrument 43-101. Rainy River’s exploration program in Richardson1.94
                                                                                 15,759                   1.28                                     651                  981
                                                                                                                              Township is being supervised by Kerry Sparkes, P.Geo.
      (APEGBC #25261), Vice-President Exploration and a Qualified Person as defined by National Instrument 43-101. Garett Macdonald, P.Eng. (PEO #90475344), is the person responsible
      for the content of this news release. The Company continues to implement a rigorous QA/QC program to ensure best practices in sampling and analysis of drill core.
     Indicated                                                                    101,702                  1.15                   2.49                  3,757                  8,144
      © 2011 Rainy River Resources Ltd.
30

     RR Gold Project – Resources (Feb 2011)

     Mineral Resource Statement, Rainy River Gold Project, SRK Consulting, February 4, 2011*

                                                                                Quantity                           Grade                                     Metal
                                                                                   ‘000 t                 Au gpt            Ag gpt            Au ‘000 oz            Ag ‘000 oz
     Open Pit**

     Measured                                                                     14,707                   1.21              1.84                   572                   869

     Indicated                                                                    77,934                   1.05              2.24                  2,640                 5,616

     Measured and Indicated                                                       92,641                   1.08              2.18                  3,212                 6,485

     Inferred                                                                    104,591                   0.80              2.31                  2,703                 7,781

     Underground**

     Measured                                                                        39                    5.66              2.38                     7                     3

     Indicated                                                                     1,197                   5.18              3.30                   199                   127

     Measured and Indicated                                                        1,236                   5.20              3.27                   206                   130

      *Mineral resources are reported in relation to an elevation determined from optimized pit shells.
     Inferred                                                                     3,831                  Mineral resources are not mineral reserves and472 have demonstrated
                                                                                                           3.83                  2.62                   do not              323
     economic viability. All figures are rounded to reflect the relative accuracy of the estimate. All composites have been capped where appropriate.**Open pit mineral resources are
     reported at a cut-off grade of 0.35 gpt gold and underground mineral resources are reported at a cut-off grade of 2.50 gpt gold. Cut-off grades are based on a price of US$1,025 per
     Combined Mining recoveries of 88 percent and 90 percent for open pit and underground resources, without considering revenues from other metals.
     ounce of gold and gold
      Qualified Persons – The mineral resource statement was prepared by Dorota El-Rassi, P.Eng. (APEO #100012348) and Glen Cole, P.Geo (APGO #1416), of SRK, both
     Measured qualified persons” as that term is defined in National Instrument 43-101. Rainy River’s exploration program1.84 The Company continuessupervised 872 rigorous
     “independent
                                                                             14,746                 1.22                 in Richardson Township is being
     Sparkes, P.Geo (APEGBC #25261), Vice-President Exploration and a Qualified Person as defined by National Instrument 43-101.
                                                                                                                                             579                   by Kerry
                                                                                                                                                         to implement a
      QA/QC program to ensure best practices in sampling and analysis of drill core.
     Indicated                                                                    79,131                   1.11              2.26                  2,839                 5,743
      © 2011 Rainy River Resources Ltd.
31

     PEA Assumptions

     Gold Price                           $1,200 USD/oz
     Silver Price                         $25 USD/oz
     Exchange rate:                       1.00 CAD: 1.00 USD (Initial)
                                          1.05 CAD: 1.00 USD (Operations)
     Discount rate                        5%
     Mine Equipment Lease                 5.0%
     Gold Recovery                        88.5%
     Silver Recovery                      65%
     Open Pit Production                  30,000 tpd
     Underground Production               2,000 tpd
     Process Plant Capacity               32,000 tpd (operating average 31,340)
     Mine Life                            13.2 years



      © 2011 Rainy River Resources Ltd.
32

     Open Pit Mine Design


     ‘Starter Pit’ Design
                                           Ultimate Pit   Starter Pit
     • 43.8 Mt @ 1.0 g/t Au, 1.6 g/t Ag
     • 2.9 operating strip ratio


     Ultimate Pit Design
     • 143.9 Mt @ 0.9 g/t Au, 1.9 g/t Ag
     • Production: 3.7 Moz Au,
       5.8 Moz Ag
     • 4.1 strip ratio
     • 3.3 operating strip ratio


     Operating Statistics
     • 30,000 tpd
     • 13.2 year mine life


      © 2011 Rainy River Resources Ltd.
33

     Underground Mine Design


     Underground Design
                                                         Ventilation Raise
     • 6.36 Mt @ 3.52 g/t Au, 5.7 g/t Ag
     • Production: 0.64 Moz Au,                                              Main Ramp Access

       0.75 Moz Ag
                                           Production Stopes




     Operating Statistics
     • Underhand Cut and Fill method
     • 2,000 tpd
     • 10 year mine life




      © 2011 Rainy River Resources Ltd.
34

     Mineral Processing

     Design
     •    Crusher
     •    Mill: SAG, Ball
     •    Flotation
     •    Regrind flotation concentrate
     •    Cyanidation
     •    Dore gold product



     Recoveries
     • Gold: 88.5%
     • Silver: 65.0%



         © 2011 Rainy River Resources Ltd.
35

     Project Capital: Open Pit Components

     Pre-Production Capital: $681 M
     5% Mine Infrastructure $31.1M
                                             2% Waste Stripping $15.8M


     40% Process Plant $271.7M               4% Overburden Stripping $28.1M

                                             15% Contingency $102.5M



     2% Tailings & Water Management $14.4M   19% Indirect Costs $130.2M


     3% Equipment $21.1M                     10% Site infrastructure $65.9M




     Sustaining Capital: $598 M

     2% Other $11.9M                         11% Tailings Dam Construction $68.3M


                                             13% Overburden Stripping Costs $75.3M


     41% Equipment Lease $247.4M             33% Waste Stripping Costs $195.4M




       © 2011 Rainy River Resources Ltd.
36

     Project Capital: Underground Components

     Pre-Production Capital: $67 M


                                           2% Vertical Development $1.4M
     50% Horizontal Development $33.1M

                                           48% Mining Equip. and Infrastructure $32.2M




     Sustaining Capital: $110 M

                                           8% Mining Equip. & Infrastructure $9M

     81% Horizontal Development $89.2M
                                           11% Vertical Development $11.5M




       © 2011 Rainy River Resources Ltd.
37

     Proven Management Team

     Raymond Threlkeld, President & CEO                               Nicholas Nikolakakis, Vice President & CFO
     • Over 30 years experience in exploration, mine development,     • 17 years experience in corporate finance, accounting
       mine operations and executive management                         and senior management
     • Former President & CEO of Western Goldfields                   • Former VP Finance with Barrick Gold Corporation, Regional
                                                                        CFO with Placer Dome, and investment banker with
     • Former Vice President, Project Development with Barrick
                                                                        BMO Nesbitt Burns
       Gold Corp.



     Michael Mutchler, COO                                            Garett Macdonald, Vice President, Operations
     • 30 years of underground and open pit mining experience         • P. Eng and MBA with over 15 years experience in mine
       in both operations and projects.                                 engineering and operations with Placer Dome and Suncor Energy
     • Former Kinross VP, Project Development Services, Project
       Manager - Paracatu Mine Optimization feasibility study in
       Brazil, Mining Manager - Cerro Casale Mine feasibility study
                                                                      Kerry Sparkes, Vice President, Exploration
       in Chile, and Operations Manager - Round Mountain Mine
       in Nevada.                                                     • P. Geo with over 22 years experience
     • 20 years with ASARCO Incorporated in positions of increasing   • Instrumental in the discovery and delineation of the Voisey’s
       responsibility ranging from Mine Engineer, Mine Foreman,         Bay nickel deposit
       Mine Manager and General Manager.



     Kyle Stanfield, VP, Environment & Sustainability                 Gerry Shields, Vice President and General Counsel
     • Over 15 years experience mine permitting and environmental     • Lawyer with over 20 years of experience in advising both public and
       assessments                                                      private companies on a broad range of legal matters including
                                                                        equity financings, mergers and acquisitions, takeovers, corporate
     • Led the environmental assessment of the Galore Creek project
                                                                        governance and general corporate and securities law
       in BC, environmental engineer with Placer Dome


       © 2011 Rainy River Resources Ltd.
38
     Board Expertise: Projects,
     Finance, Governance
     Leo Berezan, Chairman of the Board                              Richard Pettit, Independent Director
     • Established a successful career over past 30 years            • C.A.
       in commercial real estate development and property
                                                                     • Over 30 years of experience as a C.A., mainly with
       management
                                                                       PricewaterhouseCoopers where he was a senior partner
     • Audit Committee member                                          of their Corporate Advisory and Restructuring practice
                                                                     • Brings strong financial literacy as well as analytical and risk
                                                                       management skills to the Rainy Board
     Dale Peniuk, Independent Director & Audit                       • Audit Committee member
     Committee Chair
     • B.Comm and C.A.
     • Provides financial consulting services to a number of         Jim Excell, Independent Director
       mining companies                                              • Metallurgical Engineer with extensive senior executive,
     • Formerly an assurance partner with KMPG’s Vancouver office,     mine management and process engineering experience
       specializing in the mining area and the leader of KPMG’s      • Over 30 years with BHP Billiton, responsible for overseeing
       Vancouver office mining industry group
                                                                       the management and development of some of the world’s
                                                                       premier mining projects including the EKATI diamond mine
                                                                       in the Northwest Territories.

     Stuart Averill, Independent Director
     • P.Geo and founder and owner of Overburden Drilling            Raymond Threlkeld, Director
       Management (ODM)
     • Played critical roles in the several discoveries in Canada
       including the Collins Bay “B” uranium mine (SK), the Casa
                                                                     Gerry Shields, Director
       Berardi gold district (QC) and the original #17 and #433
       gold discoveries at Rainy River



       © 2011 Rainy River Resources Ltd.
39

     Analyst Coverage

        Analyst                          Company                      Email                             Telephone



      Stephen Walker                     RBC Capital Markets          stephen.walker@rbccm.com          416.842.4120

      Leily Omoumi                       Scotia Capital Inc.          leily_omoumi@scotiacapital.com    416.945.4527

      John Hayes                         BMO Capital Markets          johnp.hayes@bmo.com               416.359.6189

      Paolo Lostritto                    National Bank Financial      paolo.lostritto@nbfinancial.com   416.869.6754

      Wendell Zerb                       Canaccord Genuity            wzerb@canaccordgenuity.com        604.643.7485

      Barry Cooper                       CIBC World Markets           barry.cooper@cibc.ca              416.956.6787

      Don Blyth                          Paradigm Capital             dblyth@paradigmcap.com            416.360.3461

      Michael Gray                       Macquarie Capital Markets    michael.gray@macquarie.com        604.639.6372

      Dan Rollins                        UBS Securities Canada Inc.   dan.rollins@ubs.com               416.814.3694

      Adam Melnyk                        Desjardins Securities Inc.   adam.melnyk@vmd.desjardins.com    (416) 607-3081

     © 2011 Rainy River Resources Ltd.
40




                                              Indi Gopinathan, Director, Investor Relations
                                                        Telephone: 416.645.7289
                                              Email: igopinathan@rainyriverresources.com



                                         Defining Canada’s Newest Gold District
     © 2011 Rainy River Resources Ltd.

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Rainy River Resources Ltd. Corporate Presentation - February 2012

  • 1. 1 February 2012 Defining Canada’s Newest Gold District “Value and Growth” © 2011 Rainy River Resources Ltd.
  • 2. 2 Forward Looking Information This presentation contains “forward-looking information” as defined in applicable securities laws (referred to herein as “forward-looking statements”). Forward looking statements include, but are not limited to, statements with respect to the cost and timing of the development of the Rainy River project, the other economic parameters of the project, as set out in its preliminary economic assessment; the success and continuation of exploration activities; estimates of mineral resources; acquisitions of additional mineral properties; the future price of gold; government regulations and permitting timelines; estimates of reclamation obligations that may be assumed in connection with the exercise of the Mine Option; requirements for additional capital; environmental risks; and general business and economic conditions. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, the assumptions underlying the preliminary economic assessment not being realized, future gold prices, cost of labour, supplies, fuel and equipment rising, changes in equity markets, actual results of current exploration, changes in project parameters, exchange rate fluctuations, title risks, regulatory risks and uncertainties with respect to obtaining necessary surface rights and permits or delays in obtaining same, and other risks involved in the gold exploration and development industry, as well as those risk factors discussed in the section entitled “ Description of Business-Risk Factors in Rainy River's 2009 annual information form and its other SEDAR filings from time to time. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the availability of financing for the Company’s exploration and development activities; the timelines for the Company’s exploration and development activities on the Rainy River Property; the availability of certain consumables and services; assumptions made in mineral resource estimates, including geological interpretation grade, recovery rates, and operational costs; and general business and economic conditions. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. This presentation uses the terms “measured resources”, “indicated resources” and “inferred resources”. The Company advises readers that although these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI43-101”)), the United States Securities and Exchange Commission does not recognize them. Readers are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted in to reserves. In addition, “inferred resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except for a Preliminary Assessment as defined under NI43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable. For additional information with respect to the key assumptions, parameters, risks and other technical information underlying to the mineral resource estimates and the preliminary economic assessment discussed in this presentation, refer to: (i) the technical report entitled “Mineral Resource Evaluation Rainy River Project, Western Ontario Canada”, dated August 11, 2011, with respect to the mineral resource estimates; and (ii) the Rainy River press release dated November 9, 2011, with respect to the preliminary economic assessment, both available at www.sedar.com. © 2011 Rainy River Resources Ltd.
  • 3. 3 Strong Capital Structure and Institutional Support Basic Shares Outstanding 83.7 million FD Shares Outstanding 94.3 million Warrants (due Feb 26, 2012) 3.8 million @ $7.10 Cash (Sept 30, 2011) C$115 million Debt C$0 Market Value Basic (based on $7.65 share price) C$642 million Enterprise Value (based on $7.65 share price) C$527 million Rated by 9 Analysts 8 “buys”, 2 “holds” Ownership 60% Institutional 37% Retail 3% Management Significant Institutional Shareholder Base Top 5 own 35% © 2011 Rainy River Resources Ltd.
  • 4. 4 Proven Management Team 30+ years in industry. Former President & CEO of Western Goldfields. Raymond Threlkeld, President and CEO Former VP Project Development of Barrick Gold Corp. 30 years in industry, including 20 with ASARCO. Former Kinross VP, Project Development Services, Project Mike Mutchler, VP and COO Manager Paracatu, Mining Manager Cerro Casale. 17 years in corporate finance, accounting, including as VP Finance at Barrick Gold Corp, Regional CFO at Placer Dome. Nick Nikolakakis, VP and CFO Former investment banker with BMO Nesbitt Burns. 22+ years experience in mineral exploration; P. Geo. Instrumental in the discovery and delineation of the Voisey’s Kerry Sparkes, VP Exploration Bay nickel deposit. 15+ years experience in mine engineering and operations. Professional Engineer and MBA. Garett Macdonald, VP Operations Previously with Placer Dome and Suncor Energy. 15+ years in mine permitting and environmental assessments. Led environmental assessment of Galore Creek project in BC. Kyle Stanfield, VP, Environment & Sustainability Previously Environmental Engineer with Placer Dome. 20+ years as a lawyer, advising public and private entities. Advised on equity financings, M&A, corporate governance and Gerry Shields, VP and General Counsel general corporate and securities law. © 2011 Rainy River Resources Ltd.
  • 5. 5 Rainy River Gold Project • June 29 Resource: 4.41 Moz Au, 9.1 Moz Ag M+I 2.33 Moz Au, 7.0 Moz Ag Inferred • PEA Resource: 4.12 Moz Au, 8.27 Moz Ag M+I OP+UG 0.77 Moz gold, 1.74 Moz Ag Inferred OP+UG • Annual Production: 329,000 ounces gold, 497,000 ounces silver • Mine Life 13+ years • Cash cost US$553 per ounce, life-of-mine US$417 per ounce, first 4 years • Initial Capex $681 million • NPV $786 million • IRR 19.4% • Payback 3.4 years © 2011 Rainy River Resources Ltd.
  • 6. 6 Defining an Emerging Canadian Gold District District Potential Large Gold Resource Excellent exploration upside “Bousquet District” style VS and potential VMS © 2011 Rainy River Resources Ltd.
  • 7. 7 Great Location: Infrastructure is Key Great Location “Mining-Friendly” Ontario, Canada 65 km from Fort Frances, Ontario Power and rail within 25 km, year round access MINNESOTA © 2011 Rainy River Resources Ltd.
  • 8. 8 RRGP Project Metrics: Defining Value • At $1200 Au, $25 Ag: NPV5% of $786M IRR of 19.4% Payback of 3.4 years Free cash flow of $800M, first 4 years Gold, Silver $1200 / $25 $1400 / $30 $1600 / $35 $1800 / $40 US$/ oz Base Case NPV @ 5% $786M $1.4B $2.0B $2.7B IRR 19.4% 28.8% 37.2% 45.0% Free cash flow $800M $1.0B $1.2B $1.4B (first 4 years) © 2011 Rainy River Resources Ltd.
  • 9. 9 PEA Highlights Open Pit Capital Expenditure • Pre-production capital costs of $681 M • Sustaining capital costs of $598 M • Overburden and waste stripping represents 46% of Sustaining Underground Capital Expenditure • Pre-production capital costs of $67 M • Sustaining capital costs of $110 M Production - Combined open pit and underground • Mine life: 13+ years • Throughput: 30,000 tpd open pit, 2,000 tpd underground • Average annual production: 329,000 ozs Au, 497,000 ozs Ag • Life-of-Mine total production: 4.3 Moz Au and 6.5 Moz Ag © 2011 Rainy River Resources Ltd.
  • 10. 10 Combined Open Pit & Underground Production: Current Design in Gold-Equivalent Ounces © 2011 Rainy River Resources Ltd.
  • 11. 11 Production and Cumulative Free Cash Flow © 2011 Rainy River Resources Ltd.
  • 12. 12 Opportunities for Growth in Value Mining and Metallurgy • Metallurgical testing may improve recoveries • Steepen open pit slope: reduce waste, improve strip ratio • Conversion of waste to mineralized material from infill drilling • Optimization of underground design Exploration Upside • PEA based on Feb 27, 2011 drilling cut-off • 2011 program of 170,000 m in Q1/12 Resource update • Ounces, grade improvements inside pit shell from 2011 drilling • More underground ounces: 17 Zone Eastern Extension, ODM • Western Area, 17 ZEE discovery to add ounces © 2011 Rainy River Resources Ltd.
  • 13. 13 Growth in Value New Resource – Q1/2012 • Incorporates 170,000 metres of new drilling • 2 new discoveries: Western Area and 17EE PEA Update – Q2/2012 • Potential for improved metallurgical recovery • Potential for grade increase • Increase in Open Pit and Underground ounces • Conversion of waste to ore from infill drilling © 2011 Rainy River Resources Ltd.
  • 14. 14 District Potential - Growth 1 Infill 2 2 Western Area 17 Zone 3 Eastern Extension 4 ODM deep Untested 5 5 Western Area 6 CAP-South deep 1 Infill South-East 7 extensions 8 Ni-Cu-Co- 4 PGMs 6 8 Ni/Cu/PGM’s 10 VMS 9 Stratigraphic Potential 3 Targets 10 VMS potential Legend: Yellow: Pit outline 7 Red – in PEA 9 Blue – out of PEA © 2011 Rainy River Resources Ltd.
  • 15. 15 Deposit Cross Section Highlight: NR11865: 6.6 g/t Au / 16.5 m Underground Setting © 2011 Rainy River Resources Ltd.
  • 16. 16 Recent Drill Results: ODM Plan View, Gold and Silver © 2011 Rainy River Resources Ltd.
  • 17. 17 Recent Drill Results: ODM Silver © 2011 Rainy River Resources Ltd.
  • 18. 18 17 Zone Eastern Extension Highlights: NR10621E: 13.9 & 353.3 / 4.5 NR10627E: 69.7 & 17.7 / 1.5 NR11735: 6.9 & 112.3 / 7.0 including 30.1 & 688.0 / 1.0 including 12.2 & 61.7 / 4.5 NR11739: 7.2 & 45.7 / 4.5 NR11773: 2.0 & 17.9 / 4.6 © 2011 Rainy River Resources Ltd.
  • 19. 19 Western Area – Cross Section Highlights: NR11750: 7.6 & 26.5 / 16.5 including 15.9 & 41.1 / 4.5 NR11731: 3.9 & 9.8 / 22.5 including 32.0 & 9.1 / 1.5 © 2011 Rainy River Resources Ltd.
  • 20. 20 Rainy River Gold Project Timeline 2011 2012 2013 2014 2015 Environmental Baseline Studies Preliminary Economic Assessment Feasibility Study & Detailed Engineering Mine Project Description to Agencies Environmental Assessment (EA) Project Permitting & Approvals Project Construction Project Production © 2011 Rainy River Resources Ltd.
  • 21. 21 RRGP Is Still Evolving! 1 Year Ago: Took Risk by Being Aggressive Going Forward: Capitalize on upside potential Results • More Ounces Nov 2011: • Great Upside Potential 329 koz production • Base Metal Potential • Positive PEA • Moving Towards Production Feb 2010: 200-250 koz production © 2011 Rainy River Resources Ltd.
  • 22. 22 Market Capitalization vs. Production Notes: Market Capitalization as of Jan 23, 2012. KGI based on F2012, y/e April 30. MFL, OSK, NGD based on gold-equivalent, with gold, silver and copper prices as of Jan 23, 2012. OSK includes projected Hammond Reef production figures. © 2011 Rainy River Resources Ltd.
  • 23. 23 Canada’s Newest Gold District Our Story • Base Case with Excellent Upside Potential • “Unrealized District Potential” • Proven Management Team • Strong Financial Position © 2011 Rainy River Resources Ltd.
  • 24. 24 appendix © 2011 Rainy River Resources Ltd.
  • 25. 25 TPK Joint Venture Project One of the largest gold grain anomalies in the world • Meadowbank: 3.5 Moz Proven and Probable 1.4 Moz Indicated • Meliadine: 2.6 Moz Probable 1.5 Moz Indicated • Casa Berardi: 1.5 Moz Proven and Probable 0.8 Moz Measured & Indicated • RRGP: 4.4 Moz Measured & Indicated 2012 drilling started in January • JV with Northern Superior Resources Inc. • 450 km NE of Thunder Bay, Ontario • Earn-in 51% by spending $11 m over 2.5 years • $6 M spent to-date; approx. $3 M planned 2012 © 2011 Rainy River Resources Ltd.
  • 26. 26 History The Rainy River Gold Project has attracted exploration interest since 1967. Various companies including Noranda, International Nickel Corporation of Canada, Hudson’s Bay Exploration and Development and Mingold Resources operated in the area centred on the Rainy River Gold Project between 1967 and 1989. The Ontario Geological Survey undertook geological mapping in 1971 and again in 1987 to 1988 in conjunction with a rotasonic overburden drilling program. Nuinsco undertook exploration activities between 1990 and 2004, with Rainy River continuing from 2005 onwards. Nuinsco drilled a series of widely spaced reverse circulation drill holes from 1994 to 1998, defining a fifteen kilometre long “gold-grains- in-till” dispersal train emanating from a thickly overburden-covered, six square kilometre “gold-in-bedrock” anomaly. Nuinsco completed a series of diamond drill programs to assess the mineral potential of the above anomalies which led to the initial discovery of the 17 Zone in 1994. Nuinsco subsequently discovered the 34 Zone in 1995 and 433 Zone in 1997. Between 1994 and 1998, Nuinsco drilled 597 reverse circulation holes and 217 diamond drill holes (49,515 metres). These were mostly in the Richardson area. The 34 Zone was further drill tested between 1999 and 2004. In June 2005, Rainy River completed the acquisition of a 100 percent interest in the project from Nuinsco. In the same year, Rainy River relogged key sections of the historical core drilled on the property and then input all of the data into a GIS database. Rainy River subsequently drilled in excess of 100 reverse circulation holes in three phases to better define the gold-in-till and gold-in- bedrock” anomalies. Between 2005 and 2007, 209 diamond drill holes for 95,340 metres were drilled. In April 2008, a mineral resource estimate was completed by CCIC. In 2009, SRK prepared a mineral resource statement incorporating information from an additional 112 core boreholes (59,719 metres) drilled during 2008. In early 2010, SRK prepared a revised mineral resource statement to incorporate information from 124 core boreholes (68,453 metres) drilled on the project during 2009. In early 2011, SRK updated the mineral resource statement to incorporate information from 163 core boreholes (84,648 metres) drilled on the project during 2010. A further 17,100 metres were included in the June 29, 2011 resource statement. © 2011 Rainy River Resources Ltd.
  • 27. 27 Geology Regional and Local Geology The Rainy River Gold Project falls within the 2.7 billion year Rainy River Greenstone Belt that forms part of the Wabigoon Subprovince. The Wabigoon Subprovince is a 900 kilometre long east-west trending area of komaiitic to calc-alkaline metavolcanics that are in turn succeeded by clastics and chemical sediments. Granitoid batholiths have intruded into these rocks, forming synformal structures in the supracrustals that often have shear zones along their axial planes. The Wabigoon Subprovince basement lithologies were overlain by Mesozoic (Jurassic and Cretaceous) sediments and were subjected to deep lateritic weathering followed by Quaternary glaciation. Limited preservation of the Mesozoic cover sediments and saprolite occurs in localized palaeo-lows. The Wabigoon basement rocks and remnant Mesozoic cover sediments are overlain by Labradorian till of northeastern provenance. This till has been found to contain anomalous concentrations of gold grains, auriferous pyrite and copper-zinc sulphides. It is overlain by a glaciolacustrine clay and silt horizon and by argillaceous and calcareous Keewatin till of western provenance. The Rainy River Gold Project is primarily underlain by a series of tholeiitic mafic rocks that are structurally overlain by calc-alkalic intermediate to felsic metavolcanic rocks. Intermediate rocks (dacites) host most of the gold mineralization. At a regional scale, the strongest and earliest deformation event produced a well-defined penetrative fabric. This foliation is approximately parallel to the trend of the metavolcanic rocks that strike at approximately 120 degrees and dip fifty to seventy degrees to the south. Structural geology studies by SRK suggest that the current geometry and plunge of the gold mineralization is the result of high strain deforming features associated with gold mineralization and rotating the mineralization plunge parallel to the stretching direction. Deposit Types and Mineralization At least two stages of gold mineralization exists in the Rainy River Gold Project: Early (low to moderate grade) gold mineralization associated with sulphide (pyrite-sphaleritechalcopyrite-galena) stringers and veins and disseminated pyrite in quartz-phyric volcaniclastic rocks and conglomerate; and Late (high-grade) gold mineralization associated with quartz-pyrite- chalcopyrite-gold veins and veinlets. Both styles of gold mineralization have been progressively overprinted by deformation, The gold mineralization is interpreted as a hybrid deposit type consisting of an early gold-rich volcanogenic sulphide mineralization overprinted by shear-hosted mesothermal gold mineralization. In addition to the gold mineralization, the project also contains nickel, copper and platinum group metals sulphide mineralization associated with a differentiated ultramafic-mafic intrusion. That magmatic-hydrothermal mineralization occurs within the main auriferous zones and crosscuts the volcanogenic sulphide mineralization and the later mesothermal gold mineralization associated with the regional deformation. © 2011 Rainy River Resources Ltd.
  • 28. 28 Rainy River Resource Expansion D g n r l i 1 1 0 2 e d u n s c I l R e u o e c s r N e x t Qualified Persons – The mineral resource statement was prepared by Dorota El-Rassi, P.Eng. (APEO #100012348) and Glen Cole, P.Geo (APGO #1416), of SRK, both “independent qualified persons” as that term is defined in National Instrument 43-101. Rainy River’s exploration program in Richardson Township is being supervised by Kerry Sparkes, P.Geo (APEGBC #25261), Vice-President Exploration and a Qualified Person as defined by National Instrument 43-101. The Company continues to implement a rigorous QA/QC program to ensure best practices in sampling and analysis of drill core. The procedures of the QA/QC program are detailed on Rainy River’s website at www.rainyriverresources.com. © 2011 Rainy River Resources Ltd.
  • 29. 29 RR Gold Project – Resources (Jun 2011) Mineral Resource Statement, Rainy River Gold Project, SRK Consulting, June 29, 2011* Quantity Grade Metal ‘000 t Au gpt Ag gpt Au ‘000 oz Ag ‘000 oz Open Pit** Measured 15,660 1.26 1.93 636 973 Indicated 99,927 1.08 2.48 3,481 7,967 Measured and Indicated 115,587 1.11 2.41 4,117 8,940 Inferred 73,813 0.79 2.78 1,884 6,590 Underground** Measured 100 4.74 2.67 15 9 Indicated 1,775 4.83 3.10 276 177 Measured and Indicated 1,875 4.82 3.08 291 185 *Mineral resources are reported in relation to an elevation determined from conceptual pit shells, and not all of the inferred resources lie within the optimized pit shell. 448 Inferred 3,628 3.82 3.84 445 Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate. All assays have been capped where appropriate. **Open pit mineral resources are reported at a cut-off of 0.35 g/t gold, underground mineral resources are reported at 2.5 g/t gold. Optimized cut-off grades are Combined Mining US$1,100 per ounce, a silver price of $22.50 per ounce and a foreign exchange rate of 1.10 Canadian dollar to 1.0 US dollar. Metallurgical recoveries include based on a gold price of gold recovery of 88% for open pit resources and 90% for underground resources with silver recovery at 75%. Qualified persons - The mineral resource statement was prepared by Dorota El-Rassi, P.Eng. (APEO #100012348) and Glen Cole, P.Geo (APGO #1416), of SRK, both "independent Measured qualified persons" as that term is defined in National Instrument 43-101. Rainy River’s exploration program in Richardson1.94 15,759 1.28 651 981 Township is being supervised by Kerry Sparkes, P.Geo. (APEGBC #25261), Vice-President Exploration and a Qualified Person as defined by National Instrument 43-101. Garett Macdonald, P.Eng. (PEO #90475344), is the person responsible for the content of this news release. The Company continues to implement a rigorous QA/QC program to ensure best practices in sampling and analysis of drill core. Indicated 101,702 1.15 2.49 3,757 8,144 © 2011 Rainy River Resources Ltd.
  • 30. 30 RR Gold Project – Resources (Feb 2011) Mineral Resource Statement, Rainy River Gold Project, SRK Consulting, February 4, 2011* Quantity Grade Metal ‘000 t Au gpt Ag gpt Au ‘000 oz Ag ‘000 oz Open Pit** Measured 14,707 1.21 1.84 572 869 Indicated 77,934 1.05 2.24 2,640 5,616 Measured and Indicated 92,641 1.08 2.18 3,212 6,485 Inferred 104,591 0.80 2.31 2,703 7,781 Underground** Measured 39 5.66 2.38 7 3 Indicated 1,197 5.18 3.30 199 127 Measured and Indicated 1,236 5.20 3.27 206 130 *Mineral resources are reported in relation to an elevation determined from optimized pit shells. Inferred 3,831 Mineral resources are not mineral reserves and472 have demonstrated 3.83 2.62 do not 323 economic viability. All figures are rounded to reflect the relative accuracy of the estimate. All composites have been capped where appropriate.**Open pit mineral resources are reported at a cut-off grade of 0.35 gpt gold and underground mineral resources are reported at a cut-off grade of 2.50 gpt gold. Cut-off grades are based on a price of US$1,025 per Combined Mining recoveries of 88 percent and 90 percent for open pit and underground resources, without considering revenues from other metals. ounce of gold and gold Qualified Persons – The mineral resource statement was prepared by Dorota El-Rassi, P.Eng. (APEO #100012348) and Glen Cole, P.Geo (APGO #1416), of SRK, both Measured qualified persons” as that term is defined in National Instrument 43-101. Rainy River’s exploration program1.84 The Company continuessupervised 872 rigorous “independent 14,746 1.22 in Richardson Township is being Sparkes, P.Geo (APEGBC #25261), Vice-President Exploration and a Qualified Person as defined by National Instrument 43-101. 579 by Kerry to implement a QA/QC program to ensure best practices in sampling and analysis of drill core. Indicated 79,131 1.11 2.26 2,839 5,743 © 2011 Rainy River Resources Ltd.
  • 31. 31 PEA Assumptions Gold Price $1,200 USD/oz Silver Price $25 USD/oz Exchange rate: 1.00 CAD: 1.00 USD (Initial) 1.05 CAD: 1.00 USD (Operations) Discount rate 5% Mine Equipment Lease 5.0% Gold Recovery 88.5% Silver Recovery 65% Open Pit Production 30,000 tpd Underground Production 2,000 tpd Process Plant Capacity 32,000 tpd (operating average 31,340) Mine Life 13.2 years © 2011 Rainy River Resources Ltd.
  • 32. 32 Open Pit Mine Design ‘Starter Pit’ Design Ultimate Pit Starter Pit • 43.8 Mt @ 1.0 g/t Au, 1.6 g/t Ag • 2.9 operating strip ratio Ultimate Pit Design • 143.9 Mt @ 0.9 g/t Au, 1.9 g/t Ag • Production: 3.7 Moz Au, 5.8 Moz Ag • 4.1 strip ratio • 3.3 operating strip ratio Operating Statistics • 30,000 tpd • 13.2 year mine life © 2011 Rainy River Resources Ltd.
  • 33. 33 Underground Mine Design Underground Design Ventilation Raise • 6.36 Mt @ 3.52 g/t Au, 5.7 g/t Ag • Production: 0.64 Moz Au, Main Ramp Access 0.75 Moz Ag Production Stopes Operating Statistics • Underhand Cut and Fill method • 2,000 tpd • 10 year mine life © 2011 Rainy River Resources Ltd.
  • 34. 34 Mineral Processing Design • Crusher • Mill: SAG, Ball • Flotation • Regrind flotation concentrate • Cyanidation • Dore gold product Recoveries • Gold: 88.5% • Silver: 65.0% © 2011 Rainy River Resources Ltd.
  • 35. 35 Project Capital: Open Pit Components Pre-Production Capital: $681 M 5% Mine Infrastructure $31.1M 2% Waste Stripping $15.8M 40% Process Plant $271.7M 4% Overburden Stripping $28.1M 15% Contingency $102.5M 2% Tailings & Water Management $14.4M 19% Indirect Costs $130.2M 3% Equipment $21.1M 10% Site infrastructure $65.9M Sustaining Capital: $598 M 2% Other $11.9M 11% Tailings Dam Construction $68.3M 13% Overburden Stripping Costs $75.3M 41% Equipment Lease $247.4M 33% Waste Stripping Costs $195.4M © 2011 Rainy River Resources Ltd.
  • 36. 36 Project Capital: Underground Components Pre-Production Capital: $67 M 2% Vertical Development $1.4M 50% Horizontal Development $33.1M 48% Mining Equip. and Infrastructure $32.2M Sustaining Capital: $110 M 8% Mining Equip. & Infrastructure $9M 81% Horizontal Development $89.2M 11% Vertical Development $11.5M © 2011 Rainy River Resources Ltd.
  • 37. 37 Proven Management Team Raymond Threlkeld, President & CEO Nicholas Nikolakakis, Vice President & CFO • Over 30 years experience in exploration, mine development, • 17 years experience in corporate finance, accounting mine operations and executive management and senior management • Former President & CEO of Western Goldfields • Former VP Finance with Barrick Gold Corporation, Regional CFO with Placer Dome, and investment banker with • Former Vice President, Project Development with Barrick BMO Nesbitt Burns Gold Corp. Michael Mutchler, COO Garett Macdonald, Vice President, Operations • 30 years of underground and open pit mining experience • P. Eng and MBA with over 15 years experience in mine in both operations and projects. engineering and operations with Placer Dome and Suncor Energy • Former Kinross VP, Project Development Services, Project Manager - Paracatu Mine Optimization feasibility study in Brazil, Mining Manager - Cerro Casale Mine feasibility study Kerry Sparkes, Vice President, Exploration in Chile, and Operations Manager - Round Mountain Mine in Nevada. • P. Geo with over 22 years experience • 20 years with ASARCO Incorporated in positions of increasing • Instrumental in the discovery and delineation of the Voisey’s responsibility ranging from Mine Engineer, Mine Foreman, Bay nickel deposit Mine Manager and General Manager. Kyle Stanfield, VP, Environment & Sustainability Gerry Shields, Vice President and General Counsel • Over 15 years experience mine permitting and environmental • Lawyer with over 20 years of experience in advising both public and assessments private companies on a broad range of legal matters including equity financings, mergers and acquisitions, takeovers, corporate • Led the environmental assessment of the Galore Creek project governance and general corporate and securities law in BC, environmental engineer with Placer Dome © 2011 Rainy River Resources Ltd.
  • 38. 38 Board Expertise: Projects, Finance, Governance Leo Berezan, Chairman of the Board Richard Pettit, Independent Director • Established a successful career over past 30 years • C.A. in commercial real estate development and property • Over 30 years of experience as a C.A., mainly with management PricewaterhouseCoopers where he was a senior partner • Audit Committee member of their Corporate Advisory and Restructuring practice • Brings strong financial literacy as well as analytical and risk management skills to the Rainy Board Dale Peniuk, Independent Director & Audit • Audit Committee member Committee Chair • B.Comm and C.A. • Provides financial consulting services to a number of Jim Excell, Independent Director mining companies • Metallurgical Engineer with extensive senior executive, • Formerly an assurance partner with KMPG’s Vancouver office, mine management and process engineering experience specializing in the mining area and the leader of KPMG’s • Over 30 years with BHP Billiton, responsible for overseeing Vancouver office mining industry group the management and development of some of the world’s premier mining projects including the EKATI diamond mine in the Northwest Territories. Stuart Averill, Independent Director • P.Geo and founder and owner of Overburden Drilling Raymond Threlkeld, Director Management (ODM) • Played critical roles in the several discoveries in Canada including the Collins Bay “B” uranium mine (SK), the Casa Gerry Shields, Director Berardi gold district (QC) and the original #17 and #433 gold discoveries at Rainy River © 2011 Rainy River Resources Ltd.
  • 39. 39 Analyst Coverage Analyst Company Email Telephone Stephen Walker RBC Capital Markets stephen.walker@rbccm.com 416.842.4120 Leily Omoumi Scotia Capital Inc. leily_omoumi@scotiacapital.com 416.945.4527 John Hayes BMO Capital Markets johnp.hayes@bmo.com 416.359.6189 Paolo Lostritto National Bank Financial paolo.lostritto@nbfinancial.com 416.869.6754 Wendell Zerb Canaccord Genuity wzerb@canaccordgenuity.com 604.643.7485 Barry Cooper CIBC World Markets barry.cooper@cibc.ca 416.956.6787 Don Blyth Paradigm Capital dblyth@paradigmcap.com 416.360.3461 Michael Gray Macquarie Capital Markets michael.gray@macquarie.com 604.639.6372 Dan Rollins UBS Securities Canada Inc. dan.rollins@ubs.com 416.814.3694 Adam Melnyk Desjardins Securities Inc. adam.melnyk@vmd.desjardins.com (416) 607-3081 © 2011 Rainy River Resources Ltd.
  • 40. 40 Indi Gopinathan, Director, Investor Relations Telephone: 416.645.7289 Email: igopinathan@rainyriverresources.com Defining Canada’s Newest Gold District © 2011 Rainy River Resources Ltd.