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RTH.V ·

Rathdowney: Announces Private Placement Financing

Financings

RATHDOWNEY: ANNOUNCES PRIVATE

PLACEMENT FINANCING

VANCOUVER, BC

,

June 19, 2026

/CNW/ - Rathdowney Resources Ltd. (TSXV: RTH)

("Rathdowney" or the "Company") is pleased to announce that it has arranged a non-brokered

private placement (the "Private Placement") of 24,000,000 common shares of the Company

("Common Shares") at a price of C$0.025 per Common Share for gross proceeds of up to

$600,000.

The Common Shares issued are subject to applicable resale restrictions, including a hold period of

four months and one day from the closing of the Private Placement under Canadian securities rules.

The Private Placement is subject to customary closing conditions including TSX Venture Exchange

approval.

Certain directors, officers and insiders of the Company may participate in the Offering. Such

participation will constitute a "related party transaction" within the meaning of Multilateral Instrument

61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The

Company expects to rely on the exemptions from the formal valuation and minority shareholder

approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair

market value of the securities issued to insiders nor the consideration paid by insiders is expected to

exceed 25% of the Company's market capitalization.

Proceeds of the Private Placement will be used to fund expenditure related to the Company's

Project Olza in Poland and for working capital and general corporate purposes.

Rathdowney is focused on advancing the Olza zinc-lead-silver project ("Project Olza") in Poland. The

Company recently received confirmation of a three-year renewal to its 71.43 square km concession

for the project.

Project Olza is located in the Upper Silesian Mining District of southwestern Poland, a region with

well-developed mining infrastructure (existing power, adjacent railway, major mining suppliers and a

trained mining work force). Easily accessible by major roads, Project Olza is a one-hour drive from

Krakow, a major city with full services, including a major regional hospital and an international

airport. A railway line runs through the project-area, linking it to the local ZGHB smelter and other

such facilities in Europe through ports on the Baltic Sea.

On behalf of the Board of Directors

Andrew Ing

Chief Financial Officer

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, including the

completion of the Private Placement, 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 Project Olza will

obtain all required environmental and other permits and all land use and other licenses, studies and

development of the Project Olza 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, potential environmental issues or liabilities associated with

exploration, development and mining activities, exploitation and exploration successes, continuity of

mineralization, 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, including the

completion of the Private Placement, and general economic, market or business conditions.

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.sedarplus.ca

.

SOURCE Rathdowney Resources Ltd.

View original content:

http://www.newswire.ca/en/releases/archive/June2026/19/c1730.html

%SEDAR: 00029300E

For further information:

For further information on Rathdowney and Project Olza, please visit

www.rathdowneyresources.com or contact investor services at 604-684-6365 or toll free in Canada

at 1-800-667-2114.

CO: Rathdowney Resources Ltd.

CNW 18:00e 19-JUN-26