TORONTO, June 29 /CNW/ - Nuinsco Resources Limited (TSX: NWI) announces today the closure of the sale of its Rainy River property to Rainy River Resources (TSX-V:RR), in what is anticipated by each company to be a mutually profitable arrangement. The sale agreement replaces the letter agreement between Nuinsco and 608457 B.C. Ltd. respecting the purchase and sale of the Rainy River property, which agreement was assigned by 608457 B.C. Ltd. to Collingwood Capital Corp. and subsequently to Rainy River Resources. Nuinsco will receive total cash payments of $2.5 million in addition to a bonus of $2.5 million on commencement of commercial production or direct shipment of ore from the property. $750,000 of the cash payments to date has been paid by 608457 B.C. Ltd., with Rainy River Resources to deliver the $1.75 million balance in seven equal quarterly installments of $250,000 each. Rainy River Resources will also pay Nuinsco a quarterly royalty of $1.00 per ton of ore produced from the property, subject to an annual Consumer Price Index adjustment, and will issue to Nuinsco on closing a total of 2,197,380 common shares of Rainy River Resources. On June 27, 2005, Rainy River Resources closed at $0.80 Cdn. If Rainy River Resources proposes to issue any additional securities in order to finance the continued development of the Rainy River property, Nuinsco shall have the preemptive right to participate in such financing, to a maximum of 7 per cent thereof for a term of five years. As security for payment of the purchase price, Rainy River Resources will grant to Nuinsco a first mortgage and general security interest over the interest it acquires in the Rainy River property and all related assets. FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, all statements in this news release - including, without limitation, statements regarding future plans and objectives of are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. %SEDAR: 00001232E
