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The Company has 3 substantial properties, located well within the greenstone belt that is known to host the Rainy River Resources (TSX-V: RR) gold deposits. The attitude of the reported gold zones is identical to a series of interpreted northwest trending faults on Bayfield's properties. These faults are very evident from the regional magnetic data and crosscut the volcanic belt along a 15 kilometre strike length. The northwest trending faults served as the focus for the emplacement of a number of late diabase dikes in the area. Bayfield's property locations and claim details are shown on the map below.

Rainy River Gold Exploration Claims Map
Click to Enlarge

Rainy River Exploration Area Geological Survey Data Click to Enlarge

Rainy River Exploration Area Magnetic Survey Data Click to Enlarge

The ground covers extensions of the greenstone belt that hosts the Rainy River Resources deposits, including significant gold combined with base metals. These features contain many similarities found in other notable gold camps in Canada, most notably the the Bousquet area of Quebec with the currently producing LaRonde mine of Agnico Eagle. In addition to the gold-zinc-copper, this situation is compatible with the presence of ultramafic rocks and has similarities to several Australian deposits. This is further supported by strong airborne electromagnetic anomalies on one of the claim blocks, which is believed to be underlain by ultramafic rocks and may reflect conductivity associated with copper-nickel mineralization.

Bayfield embarked on an aggressive mineral exploration program on its newly acquired ground at the beginning of 2007. A detailed overburden drill program was undertaken, and grids were established immediately, to be able to conduct detailed ground geophysics as a lead into a drill program in 2008.

"Burns" Claim Block Property

In December 2007, Bayfield Ventures Corp. and Rainy River Resources Ltd. entered into an Option Agreement where Rainy River Resources (TSX-V: RR) has been granted an option on Bayfield's "Burns" block, Parcel #15961, located in the Richardson Township, Rainy River District of northwestern Ontario. The "Burns" block property adjoins the immediate east of the main Rainy River Resources' block which hosts the #17 / ODM gold and base metal trend and where four drill rigs are actively exploring three parallel, east-southeast gold bearing trends. The "Burns" block lies approximately 120 metres east-northeast of the announced (October 15, 2007 news release by Rainy River) drill hole NR07-189 which intersected 9.0 m grading 6.64 g/t Au between 439.50 and 448.50 m down the hole.

Rainy River "Burns" Block Looking East Click to Enlarge

Rainy River "Burns" Block Looking North Click to Enlarge

In consideration for the option, Rainy River Resources agreed to a work program totaling $3,000,000, will make cash payments to Bayfield Ventures totaling $200,000, and will issue Bayfield Ventures 60,000 shares of Rainy River Resources' shares over the three year term of the Option Agreement. This will consist of $1,000,000 in exploration expenditures in each year during the term of the option.

"Burns" Block Location Map, Rainy River District, NW Ontario
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In September 2008, Rainy River Resources and Bayfield announced that Hole NR08-283, a 42 m step-out east of Rainy River's NR08-258 (news release July 29, 2008), was collared near the eastern boundary of Rainy River's property but deviated eastward where, approximately 30 metres drilled inside Bayfield's "Burns" block at the -420 m level which intersected a 4.5 m interval grading 7.34 g/t Au.

In November 2008, Bayfield announced it has received notice from Rainy River Resources that it has terminated its Option Agreement on Bayfield's "Burns" block. Rainy River Resources informed Bayfield that in order to assure surviving this unprecedented economic uncertainty, it was resolved by Rainy River's Board that it should focus on defining near-surface ounces. Rainy River stated that Bayfield's "Burns" block has excellent potential to host commercial grade gold mineralization at depths below 400 metres. To date, Rainy River Resources has completed seven holes on the "Burns" block for a total of 3303 metres at an estimated exploration expenditure of approximately $416,000.

Bayfield Ventures plans to put together a drilling program for its "Burns" block for the New Year.

Claim Block "B" Property

In November 2006, Bayfield entered into a property option agreement, the "B" claim block, in the Rainy River Mining district of northwestern Ontario. This property acquisition is located at the heart of the new gold discovery area by Rain River Resources. The Richardson Township property ("B" claim block) is ideally situated in Richardson Township. The 480 acres of patented ground is adjacent n the east side of the Rainy River Resources #17, #433 gold zones, and the recently announced ODM Gold Zone discovery which, as reported by Rainy River Resources, have demonstrated intercepts of 23.5 m of 10.6 g/t Au and 22.6 m of 17.0 g/t Au. Compilations of historic geological and geographical data of exploration work conducted on the claim block "B" indicates 3 -- 4 high priority airborne EM conductors that are coincident with a strong IP conductive zone identified from ground survey data shown below.

Claim Block "B" Magnetic Survey Data Click to Enlarge	Claim Block "B" Ground Survey Data Click to Enlarge
Claim Block "B" Magnetic Survey Data Click to Enlarge	Claim Block "B" Overburden Holes w/Gold Assays Click to Enlarge

Bayfield ventures is of the opinion that this priority target area warrants further work and the company is now preparing for a diamond drill program.

Claim Block "C" Property

In November 2006, Bayfield announced that it had entered into a formal Option Agreement for the acquisition of a 100% interest the "C" claim block, consisting of 49 units totaling approximately 800 hectares located in the southeast portion of Sifton Township, northwestern Ontario. The "C" claim block is well located to the immediate west of the #17, the #433, and the new ODM gold zones of Rainy River Resources Ltd. (TSX-V: RR) property.

More About Rainy River Resources Ltd.(TSX-V: RR)

Rainy River Resources project was initiated with the acquisition of 100% interest of the Nuinsco Resources Ltd Richardson Township properties located approximately 80 kilometres south-southeast of Kenora, Ontario. Prior to the acquisition, Nuinsco Resources had conducted an $11m exploration program that had identified two "Blind" gold deposits near the edge of the largest (600 hectare) gold in bedrock anomaly ever recorded in Canada's Superior Province¹.

The Rainy River Resources ODM Zone lies within a 3 km long gold trend that also hosts the #17 Zone, Beaver Pond, and West zones. The visible gold mineralization in the ODM Zone (only rare VG was noted in the #17 Zone) is associated with pyrite, sphalerite, galena and lesser chalcopyrite veins hosted within an altered west-northwest trending pyroclastic unit. Importantly, the zone was intersected at a vertical depth of just over 100 metres, greatly enhancing its economic potential.

Rainy River Resources reported on November 1, 2006, that a step-out drill hole (NR06-106), drilled in mid-September between the #17 Zone and the Beaver Pond Zone in an area with no historical drilling, has recorded an uncut grade of 5.42 g/t Au over a 43.0 metres with a core interval of 17.67 g/t Au over 9.50 metres which represents the best gold intersection recorded by the Company on the property to date. Furthermore, because of the widespread visible gold observed throughout the 43-metre interval, this new zone, named the ODM Zone, is considered to be a distinctly separate mineralized zone (i.e. not part of the #17 Zone).

Further results from the drill hole (NR06-107), drilled 60 meters northwest of NR06-106 within the ODM Zone, were reported on November 3, 2006. demonstrating that Rainy River Resources continues to record impressive gold intersections, 22.6 metres grading 17.02 grams per tonne gold. On November 9, 2006, Rainy River Resources announced that Drill hole NR06-111, a 452-metre hole drilled diagonally into the ODM Zone, intersected three separate gold intervals;

• 23.5 METRES GRADING 10.63 GRAMS PER TONNE GOLD

• 1.5 METRES GRADING 37.50 GRAMS PER TONNE GOLD

• 7.5 METRES GRADING 2.47 GRAMS PER TONNE GOLD

The Project is underlain by Archean-aged volcanic and sedimentary rocks of the Rainy River greenstone belt in the Wabigoon Subprovince, host to the Sturgeon Lake VMS deposits to the northeast. The Rainy River belt is bounded by the Sabaskong Batholith in the north and the Rainy Lake Batholithic Complex in the east. The belt is contiguous with the Kakagi-Rowan Lakes Greenstone Belt to the north, host to the Cameron Lake gold deposit (Nuinsco Resources Limited). Regional metamorphic grade is greenschist to lower-middle amphibolite facies, and upper amphibolite facies adjacent to batholiths.

Structurally, the strongest and earliest deformation event produced a well-defined penetrative fabric commonly observed on a regional scale. Subsequently, major faults, such as the east-west trending Quetico Fault which some interpret to extend through the Richardson Township area, were established.

The Quaternary geology has been interpreted by the Ontario Geological Survey via surficial mapping and rotasonic drilling programs. In Late Wisconsin time when most of the Quaternary sediments were deposited, the area lay on the suture zone between Labradorean and Keewatin ice domes. This juxtaposition resulted in deposition of a basal till layer of northeastern provenance, which is overlain by at least one horizon of till of western provenance. The basal till layer is in direct contact with bedrock and has proven extremely effective as a medium for sampling the heavy mineral content and the discovery of Blind Gold Deposits on the Rainy River Property. Nuinsco Resources Limited was drawn to the area on the basis of an overburden sampling program by the OGS which yielded an exceptionally high gold grain result from an RC drilling program.

Superior Province¹

The Superior Province, which contains the oldest crust in North America, was the nucleus of growth for the rest of the North American continent. The Superior Province is composed of small terranes, or belts of rock that came together during the archean eon from 2.5 to 4.0 billion years ago.