Rathdowney Announces Closing of the First Tranche Private Placement

Rathdowney Announces Closing of the First

Tranche Private Placement

VANCOUVER

,

May 1, 2020

/CNW/ - Rathdowney Resources Ltd. ("Rathdowney" or the "Company")

(TSX

V: RTH) announces that it has closed the first tranche of the unit private placement (the

"Private Placement") announced previously on

April 21, 2020

, consisting of 13,402,491 Units issued

for gross proceeds of CAD

$1,206,224

.

Each Unit is comprised of one common share (a "

Share

") of the Company plus one common share

purchase warrant (a "

Warrant

"). Each Warrant can be exercised for a five year period from the

Closing Date (as hereinafter defined) at

$0.11

per Warrant Share (as hereinafter defined). In the

event that the closing price of the common shares of the Company is at or above

$0.15

per share

for a period of 10 consecutive trading days during the warrant exercise period (with the 10

th

such

trading day hereafter referred to as the "Eligible Acceleration Date"), the warrant expiry date shall

accelerate to the date that is 60 days after the Eligible Acceleration Date.

The securities issued pursuant the Private Placement will be subject to applicable resale restrictions,

including a four month hold period from date of closing of the Private Placement under applicable

Canadian securities laws. Completion of the private placement is subject to regulatory approval,

including approval of the TSX Venture Exchange.

Proceeds will be used to advance permitting and engineering activities in

Poland

on the Company's

Olza zinc-lead-silver project ("Project Olza") towards the final submission for its Polish Mining

License, as well as for general corporate working capital purposes.

About Rathdowney and Project Olza

Project Olza is located in the Upper Silesian Mining District of southwestern

Poland

, a world-class

region of Mississippi Valley-type deposits with well-developed mining infrastructure. Easily

accessible by road, railway, power, and a skilled workforce, the Olza project site is a one-hour drive

from Krakow, a major city with full services, including an international airport. The deposits at Olza

are 25 km from the ZGHB zinc smelter at Boleslaw. A railway line runs through the Olza project-

area, linking it to the local facilities and also to other smelters through the port of Gdansk on the

Baltic Sea.

Initial drilling by Rathdowney over approximately 30% of the area of extensive drilling by the Polish

Geological Survey, resulted in the estimation of 24.4 million tonnes of inferred mineral resources

grading 7.02% combined zinc and lead

1

, with excellent potential for expansion. Polish Geological

Survey drilling delineated a historical resource of 77 million tonnes grading 6.15% Zn+Pb in C1/C2

categories that are similar to the Soviet Classification

2

. A qualified person, under NI43-101 rules,

has not done sufficient work to classify this historical estimate as current mineral resources and the

Company is not treating them as current.

A Preliminary Economic Assessment ("PEA") announced in early 2015 based on the 24.4 million

tonne resource, indicates strong potential financial returns for a 6,000 tpd underground operation

and conventional treatment facility, producing two marketable concentrates

3

. The project has a

post-tax net present value ("NPV") of

US$219 million

at 5% discount

4

, and

US$170 million

NPV at

8% discount. Free cash flow in the first three years of full production averages

US$125 million

per

year (cumulatively

US$375 million

), ample for debt financing and near term project payback.

The PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too

speculative geologically to have the economic considerations applied to them that would enable them

to be categorized as Mineral Reserves. There is no certainty that the PEA will be realized; however,

it does highlight the economic potential of the inferred resources if developed in line with the

development plan outlined in the PEA.

David J. Copeland

, P.Eng., President and CEO of Rathdowney and a qualified person as defined

under NI43-101, has reviewed the technical information in this release.

On behalf of the Board of Directors

David J. Copeland

, P.Eng.

President and CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of

this release.

This release includes certain statements that may be deemed "forward-looking statements". All

statements in this release, other than statements of historical facts, that address exploration drilling,

exploitation activities and events or developments that the Company expects, are forward looking

statements. Although the Company believes the expectations expressed in such forward-looking

statements are based on reasonable assumptions, such statements are not guarantees of future

performance and actual results or developments may differ materially from those in the forward-

looking statements. Assumptions used by the Company to develop forward-looking statements

include the following: the Olza project will obtain all required environmental and other permits and all

land use and other licenses, studies and development of the Olza project will continue to be positive,

and no geological or technical problems will occur. Factors that could cause actual results to differ

materially from those in forward-looking statements include market prices, exploitation and

exploration successes, continuity of mineralization, potential environmental issues and liabilities

associated with exploration, development and mining activities, uncertainties related to the ability to

obtain necessary permits, licenses and title and delays due to third party opposition, changes in

government policies regarding mining and natural resource exploration and exploitation, continued

availability of capital and financing, and general economic, market or business conditions, as well as

risks relating to the uncertainties with respect to the effects of COVID-19. Investors are cautioned

that any such statements are not guarantees of future performance and actual results or

developments may differ materially from those projected in the forward-looking statements. For

more information on the Company, investors should review the Company's continuous disclosure

filings that are available at

www.sedar.com

.

1

Estimated at a 2.0% zinc cutoff; individual grades are 5.53% zinc and 1.49% lead. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

2

Historical estimate by Polish State Geological Institute PSGI 1992 report. These are different from the classification system of NI 43-101.

3

Base Case metal prices use: Zinc - US$1.10/lb in yrs 1-2, US$1.00/lb in remaining Life of Mine ("LOM"); Lead - US$1.09/lb in yr 1, US$1.00/lb in yr 2, US$0.95/lb in remaining LOM.

Assumptions are based on the median price forecast by >30 independent banks and investment dealers specialized in commodity market analysis. For additional details on the PEA,

see Rathdowney's news release dated April 20, 2015.

4

Bray, Chris, SRK Consulting (UK) Ltd, July 2019 Memo on Discount Rate for Olza PEA (effective date 31 December 2014).

SOURCE

Rathdowney Resources Ltd.

View original content:

http://www.newswire.ca/en/releases/archive/May2020/01/c2077.html

%SEDAR: 00029300E

For further information:

on Rathdowney and Project Olza, please visit

www.rathdowneyresources.com

CO: Rathdowney Resources Ltd.

CNW 19:00e 01-MAY-20