Rathdowney Resources Ltd.

News Releases

 May 05, 2015
Rathdowney Adopts Shareholder Rights Plan & Appoints CFO

 May 5, 2015 Vancouver, BC - Rathdowney Resources Ltd. (TSX-V: RTH) (the "Company", or "Rathdowney") announces that its Board of Directors has adopted a shareholder rights plan (the "Shareholder Rights Plan") to help ensure the fair treatment of all Rathdowney shareholders in connection with any take-over bid for the outstanding common shares of the Company.

The Shareholder Rights Plan is effective immediately but is subject to ratification by shareholders of Rathdowney at its 2015 annual general and special meeting convened for June 8, 2015. If ratified, the Shareholder Rights Plan would have a term of three years.

The Shareholder Rights Plan is similar to rights plans adopted by other Canadian companies and ratified by their shareholders. It was not adopted in response to any specific proposal or intention to acquire control of Rathdowney.

The objective of the Shareholder Rights Plan is to protect Rathdowney's shareholders from unfair, abusive or coercive take-over strategies. This includes actions to acquire control of Rathdowney through a take-over bid that does not provide shareholders with enough time to assess the merits of any proposed take-over bid, or similar transaction, involving the shares of Rathdowney. The provisions of the Shareholder Rights Plan would also encourage the possible development of alternative transactions or competing take-over bids under the circumstances and will give the directors adequate time to fully consider any such take-over bid or similar transaction and any alternative transaction that may be proposed.

Under the terms of the Shareholder Rights Plan, one right will be issued with respect to each common share of Rathdowney issued and outstanding at 12:01 a.m. (Vancouver time) on the effective date of the Shareholder Rights Plan and one right will also be issued and will attach to each common share issued thereafter. These rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20 percent or more of Rathdowney outstanding common shares without complying with the "Permitted Bid" provisions of the Shareholder Rights Plan, or without approval of the Rathdowney Board of Directors. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common shares of Rathdowney at a substantial discount to the market price at the time.

The rights are not triggered by the purchase of shares made pursuant to a "Permitted Bid", which is a take-over bid made to all holders of shares on identical terms and which is open for acceptance for not less than 60 days. A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities law and must comply with certain other conditions including acceptance by holders of at least 50% of shares not already owned by the acquirer. A party may also exceed the 20% threshold if it is done so pursuant to a rights offering whether by way of exercise of over-subscription rights or a stand-by guarantee, as permitted by the Board.

The Board of Directors has certain limited discretion to defer the time at which the rights become exercisable, to waive the application of the Shareholder Rights Plan and to amend the Shareholder Rights Plan. To the best of the knowledge of the Board of Directors, no existing shareholder of Rathdowney owns greater than 20% of the outstanding common shares of Rathdowney.

The Board of Directors considered a number of factors in adopting the Shareholder Rights Plan. The Board of Directors believes that the Shareholder Rights Plan benefits shareholders by providing a substantially greater opportunity to protect the interests of all shareholders in the event that Rathdowney Resources is put in play through a hostile take-over bid.

The Shareholder Rights Plan is subject to customary stock exchange approval and execution of a definitive agreement with Rathdowney's transfer agent. A copy of the Shareholder Rights Plan will be available once executed with the transfer agent under Rathdowney's profile on www.sedar.com.

Rathdowney Appoints CFO

In other corporate news, Rathdowney is pleased to announce that Andrew Ing, CA, CF, CIA, CISA, CGEIT, has been appointed Chief Financial Officer of the Company.

Mr. Ing holds Chartered Accountant and Corporate Finance designations, as well as specialized designations in corporate governance, internal audit and the strategic management of information technology. He has more than 10 years of experience in the natural resources sector, focusing on corporate development activities with an emphasis on capital finance, business agreement negotiations and risk management. He previously held positions with professional services firms PricewaterhouseCoopers and Deloitte Touche Tohmatsu, providing advisory services to mining companies in Asia, Europe and the Americas.

About Rathdowney

Rathdowney Resources Ltd. is focused on advancing the Olza zinc-lead-silver project in Poland through permitting and into production.

For further details on Rathdowney and Project Olza, please visit www.rathdowneyresources.com or contact:

Roger Blair, Investor Relations
Tel: 778-373-6725
Toll free (NA): 1-800-667-2114

On behalf of the Board of Directors
David Copeland
Chairman

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.