* Says to sell 8 mln units at C$4.95/unit

* 1 unit comprises 1 shr and one-half of warrant for 1 shr

* To use proceeds to advance Rainy River Gold project

Feb 1 (Reuters) - Canadian mineral exploration company Rainy River Resources Ltd <RR.V> said it will raise C$40 million in a bought deal private placement of units for advancing its Rainy River Gold project in Northwestern Ontario.

The company said it agreed to sell about 8 million units, each unit comprising of one common share and one-half of a warrant to buy one common share, at C$4.95 per unit to a syndicate of underwriters led by Wellington West Capital Markets Inc.

Each whole warrant will entitle the holder to acquire one additional share at a price of C$7.10 a share for a period of 24 months following the closing of the offering, Rainy River said in a statement.

Net proceeds of the offering, which is expected to close on or about Feb. 24, will also be used for working capital purposes, the company said.

The underwriters will have an over-allotment option of 2 million units.

Shares of the company closed at C$5.15 Monday