Rathdowney Provides Project Update, Completes $6.9 Million Private Placement to Advance Project Olza

RATHDOWNEY PROVIDES PROJECT UPDATE,

COMPLETES $6.9 MILLION PRIVATE PLACEMENT TO ADVANCE PROJECT OLZA

March 1, 2017, Vancouver, BC – Rathdowney Resources Ltd. (“Rathdowney” or the “Company”) (TSXV: RTH) is pleased

to provide an update on activities on its flagship Olza zi nc-lead-silver project in Poland , and to report that it has

completed a private placement to assist with advancing the project. Rathdown ey has issued a total of 36,313,345

units (the “Units”) of the Company’s capital, for aggregate proceeds (including two previously announced tranches) of

approximately $6.9 million.

Proceeds of the financing are planned to be directed toward fu rther advancement of Polish permitting activities and

to refine engineering work to progress the Company’s Olza zinc-lead-silver project toward the Polish feasibility (PZZ)

as well as for general corporate working capital purposes.

Project Olza

Project Olza is located in the Upper Silesian Mining District of southwestern Poland, a world-class region of Mississippi

Valley-type (“MVT”) zinc-lead deposits. According to the USGS, the Upper Silesian District has the most important

accumulations of mineral resources of any of the world ’s MVT districts, with an estimated endowment of some 731

million tonnes1. The Pomorzany Mine, located 17 km south, with the same host rocks and mineralogy, has produced

in excess of 90 million tonnes2 of ore at comparable grades to Olza.

The Polish State Geological Institute completed a historical estimate in 1990 of some 77 million tonnes grading 6.15%

Zn+Pb3 in the immediate Project Olza area, following drill programs during the 1950s to 1980s. The estimate, reported

in the C1/C2 categories under the Polish resource classification system (very similar to the Soviet system in use at that

time). A Qualified Person has not done sufficient work to classify the estima te as current mineral resources and the

Company is not treating it as current.

Rathdowney’s drilling from 2011 to 2014 has confirmed In ferred Mineral Resources of 24.4 million tonnes grading

7.02% Zn+Pb at a 2.0% Zn cut-off4 in a portion of the above area.

A Preliminary Economic Assessment (“PEA”, see April 20, 2015 news release) based on the 24.4 million tonnes in the

2014 resource shows strong potential fi nancial returns, including an after-tax Internal Rate of Return of 30% and

payback of 2.4 years. Development, as described in the PEA, would in clude a 6,000 tpd low-cost, bulk-tonnage

underground operation and conventional treatment facility, producing two clean, low-iron, marketable concentrates5,

a scenario similar to the long-life Pomorzany mine. Th e Project Olza development would utilize existing, well-

developed infrastructure in the district, including on-site rail that provides di rect access to European smelters, ports

and markets, as well as roads, power facilities. Skilled technical trade workers and other contractors are also available

in the region. All in, on-site operating costs are estimate d to be US$47.42/tonne, and wh en provisions for shipping,

1 Taylor, R.D., Leach, D.L., Bradley, D.C. & Pisarevsky, S.A., 2009, Compilation of Mineral Resource Data for Mississippi

Valley-Type & Clastic Dominated Sediment-Hosted Lead-Zinc Deposits, U.S.G.S. Open File Report 2009-1297, 42 p.

2 www.geoportal.pl

3 Historical estimate (1990) Zawiercie I & II deposits, in 1992 Polish State Geological Institute report.

4 Individual grades are 5.53% Zn and 1.49% Pb.

5 For additional details, see Rathdowney’s December 31, 2014 Preliminary Economic Assessment Technical Report which is

filed at www.sedar.com. 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. Mineral Resources that are not Mineral Reserves do

not have demonstrated economic viability.

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handling and other off-site treatment (TC/ RC) are included, the PEA estimates an all-in cost to produce a pound of

zinc of US$0.63 per pound.

Since completion of the PEA, Rathdowney has completed additional drilling to collect geotechnical data for continued

planning of underground infrastructure and to further test the mineral resources (see news releases in 2014 and 2015).

This work was very successful, indicating excellent potential to expand the mineral resources and extend the mine life

from that project in the 2015 PEA.

Project Status

Project Olza is located in a proven mining district with ex cellent infrastructure and access to smelters and markets.

Programs completed from 2011 to present have met all terms of its exploration concessions, giving the Company the

sole right to advance Olza to wards an exploitation concession. The 2015 PEA is forming the basis of Rathdowney’s

Deposit Development Plan. The Company has also completed baseline data collection since 2013, and is on track to

finalize the studies for an Environmental and Social Impact Assessment.

“Having completed all terms of its Exploration Concessions, and its Geological Documentation formally approved, the

project has been substantially de-risked,” said Chairman David Copeland. “Project Ol za is located in a proven mining

district, and Rathdowney now has a cl ear and exclusive pathway towards an exploitation concession. With a

significant financing completed, the Company will refocus its efforts toward achieving that objective.”

Additional Details of the $6.9 Million Financing

Each Unit consists of one common share in the capital of the Company (a “Share”) at a price of $0.19 per Unit (the

“Issue Price”) and one common share purchase warrant (a “Warrant”) entitling the holder to purchase one additional

Share (a “Warrant Share”) at a price of $0.24 per Warrant Share for a period of two years. The Units, Shares and

Warrant Shares will be subject to applicable resale restrictions, including a four month hold period from date of closing

of the Offering under applicable Canadian securities laws. Finder’s fees of 6% have been paid on a portion of the private

placement.

Other Corporate News

The Company also announces that it has entered into a $30,000 Convertible De benture (the “Debenture”) with an

unrelated lender (the “Lender”). The Debenture is unsecu red and will bear interest at a rate of 12% per annum, and

has a Maturity Date of February 24, 2019 (“Maturity Date”). The Lender may in its sole discretion elect to convert all,

but not less than all, of the indebtedness into that num ber of Shares of the Company determined based on a

conversion price of $0.25/share during a period of eigh teen months after the date of the Debenture. The Debenture

proceeds will be used by the Company for working capital. The Debenture is subject to acceptance by the TSX Venture

Exchange.

For further details on Rathdowney and Pr oject Olza, please visit our website at www.rathdowneyresources.com or

contact investor services at 604-684-6365 or toll free (NA) at 1-800-667-2114.

David Copeland, PEng. Chairman of Rathdo wney 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 Copeland

Chairman

Neither the TSX Venture Exchange nor its Regula tion Services Provider (as that term is defined in the policies of the TSX Ventu re

Exchange) accepts responsibility for the adequacy or accuracy of this release.

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This release includes certain statements t hat may be deemed "forward-looking statements ". All statements in this release, other than

statements of historical facts, that addre ss exploration drilling, exploitation activiti es 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 g uarantees of future performance and actual results or development s

may differ materially from those in the forward-looking statemen ts. Assumptions used by the Company to develop forward-looking

statements include the following: the Olza project will obtain a ll required environmental and other permits and all land use an d other

licenses, studies and development of the Olza project will continue to be positive, and no geological or technical problems wil l occur.

Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, ex ploitation

and exploration successes, continuity of mi neralization, potential environmental issues and liabilities associated with explora tion,

development and mining a ctivities, uncertainties related to the ability to ob tain necessary permits, licenses and title and del ays due to

third party opposition, changes in government policies regarding mining and natural resource ex ploration and exploitation, cont inued

availability of capital and financing, and general economic, ma rket or business conditions. Inve stors are cautioned that any su ch

statements are not guarantees of future performance and actual re sults or developments may differ materially from those project ed in

the forward-looking statements. For more information on the Comp any, investors should review the Company's continuous disclosur e

filings that are available at www.sedar.com.

Information Concerning Estimates of Inferred Resources

This news release uses the term "inferred mineral resources". Rath downey Resources Ltd. advises investors that although these t erms

are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the

U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of the

mineral deposits in these categories will ev er be converted into reserves. In additi on, "inferred resources" have a great amou nt of

uncertainty as to their existence, and economic and legal feasib ility. It cannot be assumed that all or any part of an Inferred Mineral

Resource will ever be upgraded to a high er category. Under Canadian rules, estimate s of Inferred Mineral Resources may not form the

basis of feasibility or pre-feasibility stud ies, or economic studies ex cept for Preliminary Economic Assessment as defined unde r 43-101.

Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.