RTH.V · 2010-09-24

Coreland Capital Inc. to Acquire Rathdowney Resources Limited

Mergers & Acquisitions

NEWS RELEASE

Coreland Capital Inc. to Acquire Rathdowney Resources Limited

Vancouver, British Columbia, September 29, 2010 – Coreland Capital Inc. (the “Corporation”), a Vancouver-based Capital Pool Company listed on the TSX Venture Exchange (the “Exchange”) (symbol: CCT.P), announces that it has entered into a letter agreement (the “Letter Agreement”) effective September 24, 2010 with Rathdowney Resources Limited (“Rathdowney”) to purchase all of the issued and outstanding common shares of Rathdowney (the “Acquisition”).

The Acquisition, if completed, will constitute the Corporation’s “Qualifying Transaction” under Exchange Policy 2.4. Rathdowney is at arm’s length to the Corporation and, as such, the Acquisition will not be subject to the requirement that the Corporation receive the approval of its shareholders pursuant to Exchange Policy 2.4.

Rathdowney

The following is based upon information provided by Rathdowney.

Rathdowney is a private company, which was incorporated pursuant to the Business Corporations Act (British Columbia) on January 25, 2008.

Rathdowney is a mineral exploration company based in Vancouver, B.C. that is focussed on zinc and lead mineral interests in Europe. Rathdowney holds, or is in the process of acquiring, mineral concessions located in the Upper Silesian zinc-lead district of southern Poland, which include the Rokitno and Zawiercie concessions, and Rathdowney holds exploration licenses for properties in Ireland, including the Mallow property (collectively the “Projects”).

Financial Disclosure

Selected financial statement information on the financial condition and results of operations for Rathdowney is presented in the following table. Such information is derived from the audited financial statements of Rathdowney for the financial year ended December 31, 2009, and the unaudited interim financial statements for the period ended March 31, 2010 prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards Board. The information provided herein is subject to the disclosure in such financial statements which the reader should closely review when the Corporation files the filing statement with respect to the Acquisition on SEDAR.

Expressed in Euro Currency

As at As at December 31, 2009 March 31, 2010 (unaudited)

Current assets	€	1,705,000 €	1,779,000
Mineral property interest		2,000	2,000
Other assets		57,000	64,000
Total assets		1,764,000	1,845,000
Current liabilities		159,000	118,000
Shareholders’ equity		1,605,000	1,727,000
Total liabilities and shareholders’ equity	€	1,764,000 €	1,845,000

Three months ended Year ended March 31, 2010 December 31, 2009 Expenses (income)

	Exploration	€	181,000 €	593,000
	Administration and other		98,000	484,000
	Foreign exchange loss (gain)		(149,000)	(283,000)
	Interest (income)		(2,000)	(16,000)
Net loss for the period			128,000	778,000
Foreign currency translation adjustment			(2,000)		---
Comprehensive loss for the period		€	126,000 €	778,000
Basic and diluted net loss per share		€	0.00 €		0.00

Proposed Acquisition

Pursuant to the terms of the Letter Agreement, the Acquisition will be undertaken by way of a plan of arrangement or similar form of transaction through which the Corporation will acquire all of the issued and outstanding common shares of Rathdowney in exchange for the issuance of 46,419,331 post-consolidated common shares in the capital of the Corporation (the “Common Shares” and individually, a “Common Share”) to Rathdowney shareholders on a pro-rata basis.

Prior to, and as a condition of closing of the Acquisition and subject to shareholder approval, the Corporation will consolidate its outstanding shares on the basis of five (5) pre-consolidated common shares for one (1) post-consolidated common share (the “Consolidation”), on the basis that the offering price under the Private Placement (as defined below) is $1.00 or more. Notwithstanding the foregoing, in the event that the offering price per share or unit under the Private Placement (as defined below) is $0.75 or

greater, but less than $1.00, the Corporation will complete the Consolidation at a ratio of four (4) pre-consolidated common shares for one (1) post-consolidated common share concurrently with or immediately prior to the closing of the Acquisition. The directors of the Corporation have agreed to vote in favour of the resolutions approving the Consolidation and to otherwise approve the Consolidation, including by executing a written consent resolution such that all directors will vote their shares in favour of the resolution, provided however that the directors of the Corporation will retain the discretion to not proceed with the Consolidation in the event the Acquisition does not close.

The Acquisition is subject to the payment of a finder’s fee of up to 133,333 postconsolidated common shares of the resulting issuer and $30,000, provided that the number of shares to be issued will be adjusted based on the actual consolidation ratio.

Upon the completion of the Acquisition, Rathdowney will become a subsidiary of the Corporation and the Corporation will carry out the business of mineral exploration through Rathdowney.

It is expected that the directors of Rathdowney will enter into a voting support agreement to approve the resolutions required to implement the Acquisition at a meeting of the Rathdowney shareholders.

Subject to the prior consent of the Exchange and applicable securities laws and concurrently with the Acquisition, the directors and officers of the Corporation will transfer all of the Common Shares held by them to Rathdowney or other parties designated by Rathdowney.

Proposed Private Placement

The parties intend that either the Corporation or Rathdowney will, at the sole discretion of Rathdowney, concurrently with the closing of the Acquisition and subject to Exchange approval, complete a private placement for minimum gross aggregate proceeds of $10,000,000 and maximum gross aggregate proceeds of $15,000,000 (the “Private Placement”) at a price per common share or unit to be determined by Rathdowney and the lead agent, but subject to a minimum price of $0.75 per share or unit. The parties anticipate that the Private Placement will involve an offering of units or shares. The Private Placement may be brokered by a syndicate of investment dealers. The Corporation is currently involved in discussions with prospective agents with the intention of settling the terms of an engagement letter in connection with the Private Placement, and it is the intention of Rathdowney to have an offering price of not less than $1.00 for the purposes of the Private Placement. The parties anticipate that the agents will be paid customary compensation for their agency services.

The proceeds of the Private Placement will be used to fund the business of Rathdowney, and for general working capital purposes.

Exemption from Sponsorship

Subject to the acceptance of the Exchange, the Corporation intends to rely on the exemption from sponsorship in Exchange Policy 2.2 section 3.4(a)(i)(C).

Securities Issued on Closing

Upon closing of the Acquisition, the Corporation will have approximately 46,959,331 post-consolidated issued and outstanding Common Shares, provided that Consolidation is on a 5 to 1 basis, including the finder’s fee shares but not including the common shares of Rathdowney to be issued in connection with the Private Placement which will be exchanged for Common Shares as part of the Acquisition. The Corporation has granted 200,000 pre-consolidated stock options to its current directors and officers to acquire an aggregate of 200,000 common shares of the Corporation at a price of $0.10 per share. These options will be cancelled immediately prior to closing of the Acquisition. The Corporation currently has outstanding warrants exercisable for 200,000 pre-consolidated common shares of the Corporation at an exercise price of $0.10 per share, with an expiry of July 16, 2012, which warrants will be adjusted for the Consolidation in accordance with their terms.

Conditions of Closing

The closing of the Acquisition will be subject to at least the following conditions precedent:

1. the execution of a definitive agreement between the Corporation and Rathdowney, (the “Definitive Agreement”), the entering into of which is conditional upon:

i. obtaining the approvals for the Acquisition from each of the boards of directors of the Corporation and Rathdowney; and

ii. the completion of due diligence review by each of the Corporation and Rathdowney, other than confirmatory due diligence;

2. the receipt of all regulatory, corporate and third party approvals, including the approval of the Exchange and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction;

3. the approval of the Acquisition by the requisite majority of the votes cast by the shareholders of Rathdowney at a properly constituted meeting of the shareholders of Rathdowney, and court approval, if required;

4. the maintenance of the Corporation’s listing on the Exchange;

5. the resignation of each of the directors and officers of the Corporation and the appointment of Rathdowney’s director nominees;

6. the representations and warranties of the Corporation and Rathdowney as set out in the Definitive Agreement being true and correct at the time of closing of the Acquisition with the same force and effect as if made at and as of such time;

7. the absence of any material adverse effect on the financial and operational condition or the assets of the Corporation and of Rathdowney;

8. the delivery of standard completion documentation by the Corporation and Rathdowney including, but not limited to officers’ certificates and certificates of good standing or compliance;

9. the completion of the Private Placement at a minimum offering price of $0.75; and

11. the completion of the Consolidation.

Directors, Officers and Other Insiders

On completion of the Acquisition it is anticipated that the board of the resulting issuer will be increased from five to six members and that the directors, senior officers and insiders of the resulting issuer will be:

Robert A. Dickinson, Director and Chairman

Mr. Dickinson is an economic geologist who has been actively involved in mineral exploration and mine development for over 40 years. He is Chairman of Hunter Dickinson Inc., as well as a director and member of the management team of a number of the public companies associated with Hunter Dickinson. He is also President and Director of United Mineral Services Ltd., a private resource company. He also serves as a Director of the BC Mining Museum and is a Trustee of the BC Mineral Resources Education Program.

John P. Barry, Director and President

Mr. Barry is an economic geologist who holds a Master’s Degree in Geology from Pennsylvania State University and a Master’s degree in Business Administration from the Edinburgh Business School. He has worked in the exploration and mining industry since 1988 and has consulted to the industry on a range of major gold and base metal deposits in Europe, Africa, Australia and Southeast Asia. He has extensive experience in mineral exploration, project management and the technical and financial appraisal of mineral exploration and mining projects.

Michael H. Nolan, Director

Mr. Nolan is a Chartered Accountant and has worked in the junior resource sector, in various capacities, for 13 years. He has gained industry knowledge through founding, investment in and serving on the boards of a number of public exploration and mining companies, including Minmet plc, Tiger Resource Finance plc, Lapp Plats plc and GoldQuest Mining Corp.

Robert W. Schafer, Director

Mr. Schafer is a Certified Professional Geologist with advanced degrees in geology and mineral economics who has worked internationally with major and junior mining companies including Kinross Gold Corporation, BHP World Minerals and Billiton Exploration. Mr. Shafer is also Executive Vice President, Corporate Development for Hunter Dickinson Inc.

Rene G. Carrier, Director

Mr. Carrier is a past Vice-President of Pacific International Securities Inc. where he worked for ten years until 1991. Since that time he has been President of Euro-American Capital Corporation, a private company which specializes in restructuring, administration, and raising venture capital funds for junior mining companies.

Barry Coughlan, Director

Mr. Coughlan is a self-employed businessman and financier who has been involved in the financing of publicly traded companies for over 25 years. His principal occupation is President and Director of TBC Ventures Ltd., a private investment company.

Paul S. Mann, Chief Financial Officer

Mr. Mann is a Chartered Accountant, and also holds a BASc in Mechanical Engineering from the University of British Columbia. He has served as Controller at Dayton Mining Corporation, De Beers Canada Mining Inc., Crew Gold and Eldorado Gold, and has international experience in South Africa, Chile, Mexico and China. Mr. Mann has served as Corporate Controller for many of the Hunter Dickinson affiliated companies since 2001 and is currently Executive Vice President, Finance and Reporting for Hunter Dickinson Inc., where he oversees accounting, taxation, regulatory and public reporting for the group.

Trevor R. Thomas, Secretary

Mr. Thomas is corporate secretary of Hunter Dickinson Inc. and many of its affiliated companies. He has practiced in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in private practice environment as well as inhouse positions and is currently in-house legal counsel for Hunter Dickinson Services Inc. Prior to joining Hunter Dickinson Services Inc., he served as in-house legal counsel with Placer Dome Inc.

Other than the directors and senior officers referred to above, the only other insider of Rathdowney will be Hunter Dickinson Inc., a private Vancouver-based mining company.

General

There can be no assurance that the Acquisition will be completed as proposed or at all. In accordance with Exchange rules, trading in the Common Shares has been halted and will remain halted pending completion of the Qualifying Transaction.

For further information concerning the Acquisition and this press release, please contact Paul Mancuso, Director and President of Coreland Capital Inc. as follows:

Mr. Mancuso Telephone: (604) 723-7646 Email: [email protected]

or for Rathdowney Resources Limited please contact:

Investor Relations Rathdowney Resources Limited 1020-800 West Pender Street Vancouver, B.C. V6C 2V6

Telephone: (604) 684-6365 Email: [email protected]

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the

forward-looking statements. The Corporation undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Corporation.

(Not for dissemination in the United States of America)

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