An Exciting Zinc Development Opportunity Rathdowney Resources Ltd.

Corporate Presentation May 2016

TSXV: RTH

April 2016 Page 2

Cautionary & Forward Looking Information This presentation includes certain statements that may be deemed "forward-looking statements". All information contained in this presentation relating to the contents of the Preliminary Economic Assessment (PEA) of the Olza zinc-lead project (Project Olza) in Poland, including but not limited to statements of the Project Olza's potential and information are "forward looking statements". Although Rathdowney (RTH) 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 RTH to develop forward-looking statements include the following: 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. Additional information on assumptions for the PEA is available in the Technical Report.

The PEA was prepared to broadly quantify the project's capital and operating cost parameters and to provide guidance on the type and scale of future project engineering and development work that will be needed to ultimately define the project's likelihood of feasibility and optimal production rate. The following are the principal risk factors and uncertainties which, in management's opinion, are likely to most directly affect the conclusions of the PEA and the ultimate feasibility of the project. The PEA is based on the inferred resources estimated by Hunter Dickinson Services Inc. (HDSI) and audited by SRK Consulting (UK) Ltd (SRK). Additional exploration, process tests and other engineering and geological work will be required to estimate indicated or measured mineral resources at Project Olza and if an economically exploitable reserve can be established. Final feasibility work has not been completed to confirm the underground design, mining methods, and processing methods assumed in the PEA. Final feasibility could determine that the assumed underground design, mining methods, and processing methods are not correct. Construction and operation of the mine and processing facilities depends on securing environmental and other permits on a timely basis. No permits have been applied for and there can be no assurance that required permits can be secured or secured on a timely basis. Data is incomplete and cost estimates have been developed in part based on the expertise of the individuals participating in the preparation of the PEA and on costs at projects believed to be comparable, and not based on firm price quotes. Costs, including design, procurement, construction, and on-going operating costs and metal recoveries could be materially different from those contained in the PEA. There can be no assurance that mining can be conducted at the rates and grades assumed in the PEA. Energy risks include the potential for significant increases in the cost of fuel and electricity. The PEA assumes specified, long-term prices levels for zinc and lead. Prices for these commodities are historically volatile, and RTH has no control of or influence on those prices, all of which are determined in international markets. Prices for zinc and lead have been below the price ranges assumed in PEA at times during the past ten years, and for extended periods of time. There can be no assurance that the prices of these commodities will continue at current levels or that they will not decline below the prices assumed in the PEA. The project will require major financing, probably a combination of debt and equity financing. Interest rates are at historically low levels. There can be no assurance that debt and/or equity financing will be available on acceptable terms. A significant increase in costs of capital could materially and adversely affect the value and feasibility of constructing the project. Other general risks include continuity of mineralization, those ordinary to large construction projects including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns, potential environmental issues or liabilities associated with exploration, development and mining activities, exploitation and exploration successes, delays due to third party opposition, and changes in government policies regarding mining and natural resource exploration and exploitation. RTH is also subject to the specific risks inherent in the mining business, as well as general economic and business conditions. For more information on RTH, investors should review RTH’s filings that are available at www.sedar.com.

Technical information in this presentation has been reviewed and approved by David Copeland, PEng, a qualified person who is not independent of RTH.

May 2016 Page 3

Investment Highlights:

Rathdowney owns 100% of Project Olza in the Silesian MVT District, Poland

Exciting Zinc-Lead project with considerable resource expansion potential

Poland – stable jurisdiction – well-codified mining tradition

Robust project economics – PEA published December 2014

Experienced management team

An important new mine development in a tightening Zinc market

1 Source: www.tradingeconomics.com

Rathdowney Strengths An Exciting Zinc Development Opportunity

May 2016 Page 4

8th largest economy in the European Union (EU)

Industrial base – coal, textile, chemical, machinery, iron and steel sectors

Well established mining industry with a long history of operating mines

Mining the Silesian District since the 12th Century

Recent expansion into other sectors – fertilizers, petrochemicals, machine tools,

electrical machinery, electronics, cars and shipbuilding

Only country in the EU to avoid a recession through the 2008-2009 economic

downturn

38-million consumer market is one of the biggest in Europe

Current growth rate forecast at 3.3%

Source: www.tradingeconomics.com

Rathdowney Strengths Poland – A Great Place to Be

May 2016 Page 5

Rathdowney Strengths Poland – A Great Place to Be (Continued)

Zn-Pb mining in Poland since the 12th century

Clear, concise and legislated process to obtain a mining extraction license

Highly skilled mining workforce in Poland

Keen interest for clean concentrate from off-take groups and smelters

May 2016 Page 6

100% ownership of three exploration concessions in the world’s most prolific Zinc-Lead district

Upper Silesia Mining District, area of world-class Mississippi Valley Type Zinc-Lead deposits1

Under-explored for 30 years prior to Rathdowney’s work

Rathdowney Strengths Geologic Setting – An Ability to Deliver

1USGS Open-File Report 2009-1297.

US ET TS VT OLB CT PP UMV AI ME

Upper Silesia East Tennessee Tri-State Viburnum Trend Old Lead Belt Central Tennessee Pine Point Upper Mississippi Valley Austinville-Ivanhoe Metaline

MVT Districts

May 2016 Page 7

100% ownership of three exploration concessions in the world’s most prolific Zinc-Lead district

Resource – 24.4 MT at 5.53% Zn, 1.49% Pb – 7.02% Combined1

Project Olza has excellent potential for resource expansion

World class Pomorzany Mine (20 km south of Project Olza)

Initial resource 51 MT – operated 40 years – produced 90+ MT

Extensive drilling

1,600 core holes, 180,000 m by government de-risks geological understanding

270 core holes, 30,000 m by Rathdowney confirms government data

Exclusive well-established pathway to a mining extraction license

Experienced management and technical team – North America and Europe

Rathdowney Strengths An Ability to Deliver

1Estimate at 2% Zn cut-off audited and verified by independent QP - L. Roberts, MAusIMM(CP) of SRK for the Preliminary Economic Assessment.

May 2016 Page 8

Long Life Mines with Excellent

Operating Characteristics (e.g.

Pomorzany Mine, located 20 km

south of Project Olza has operated

for 40 years and produced 90+MT

Well-Developed Mining

Infrastructure

Extensive Project Database:

180,000 m historical drilling

indicating substantial undeveloped

zinc-lead deposits

Rathdowney Strengths Olza Opportunity

Extensive undeveloped historical Zinc-Lead resources.

May 2016 Page 9

Rathdowney Strengths Project Olza – Expandable Resource Base

Rathdowney drilling confirms exceptional upside in Project Olza resource potential

2014 Inferred Resource 24.4 Mt @ 7.02% Zn+Pb (2.0% Zn COG)1

2008 Historical Estimate Outline 20 Mt @ 8.3% Zn+Pb

1990 Historical Estimate Zawiercie I & II Outline 77 Mt @ 6.15% Zn+Pb

1990 Historical Estimate Zawiercie I & II, Rodaki-Rokitno &Marciszow Outline 132 Mt @5.40% Zn+Pb Concession Boundary

Rathdowney

Polish State Geological Institute (PSGI)2

Legend

1Estimate at 2% Zn cut-off audited and verified by independent QP - L. Roberts, MAusIMM(CP) of SRK for the Preliminary Economic Assessment.

2Historical estimate by the Polish State Geological Institute (PSGI) from PSGI 1992 report based on the Polish resource classification system, which is very similar to the Soviet classification system. A QP has not done sufficient work to classify the estimate as current mineral resources and the Company is not treating it as current.

May 2016 Page 10

Rathdowney Project Olza Inferred Mineral Resources1

Cutoff Zn%

Tonnes (millions)

Zn (%)

Pb (%)

Zn+Pb (%)

Contained Zn (millions lb)

Contained Pb (millions lb)

2.0 24.4 5.53 1.49 7.02 2,975 802

3.0 18.8 6.43 1.59 8.02 2,660 658

4.0 14.1 7.42 1.70 9.12 2,304 528

5.0 10.4 8.44 1.81 10.25 1,944 417

1Contained metal based on 100% recovery. David Gaunt, PGeo., Vice President Resource and Database for Hunter Dickinson Services Inc. (HDSI), a qualified person (QP) who is not independent of the Company is responsible for the estimate. The effective date of the estimate is July 2014. Estimate at 2% Zn cut-off audited and verified by independent QP - L. Roberts, MAusIMM(CP) of SRK for the Preliminary Economic Assessment.

Inferred mineral resource at 2% Zn cut-off 24.4 MT at 5.53% Zn, 1.49% Pb – 7.02% Combined Important Ag content yet to be quantified

Rathdowney Strengths 43-101 Mineral Resource

May 2016 February 2016 | TSXV: RTH Page 11

Rathdowney Strengths Excellent Infrastructure Optionality Quality infrastructure – power, water, roads, rail lines and ports to target markets

Dramatic positive effect on CAPEX and OPEX

May 2016 Page 12

Rathdowney Strengths European Zinc Smelters at Project Olza’s Doorstep

Significant interest

from smelters for

Olza concentrate

Clean concentrate

characterized by

very low iron

Project timeline

coincides with

under supplied

smelters

May 2016 Page 13

Key Results1 (US dollars and metric units)

Robust returns and low production costs

$227M initial capital cost

$51M sustaining capital

$47.42/t on-site operating cost

Conventional 6,000 tpd bulk room & pillar mine with decline access

Standard SAG and ball mill processing

Conventional flotation

High recoveries

Two very clean, low iron, highly marketable concentrates

1 Notes on the PEA: • Based on median consensus metal prices: $1.00-1.10/lb for zinc; $0.95-1.00/lb for lead, • PEA study by international engineering specialists: SRK Consulting (UK) Ltd, Melis Engineering Ltd. • 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.

Rathdowney Strengths Preliminary Economic Assessment

May 2016 Page 14

Based on a 24.4 million tonne resource ANNUAL (Avg)1

Total Mineralized Material Mined 2,013,000 t Total Mineralized Material Processed 2,013,000 t Zinc Grade, Processed 4.98 % Lead Grade, Processed 1.50 % Average Recovery, Zinc 89.0 % Average Recovery, Lead 88.5 % Zinc Concentrate Produced 160,000 dmt Lead Concentrate Produced 38,000 dmt Zinc Concentrate Grade 56 % Lead Concentrate Grade 70 % Recovered Zinc 196,794,000 lb Recovered Lead 59,133,000 lb

1 Legend: t = tonnes (metric), % = percent, lb = pound

Rathdowney Strengths PEA – Annual Production Summary

May 2016 Page 15

1All values in US dollars and metric units. Total On-Site includes mining, milling and infrastructure costs incurred to produce concentrate. Total Off-Site includes TC/RCs, transportation, handling and freight costs. Totals may not add due to rounding.

Refining & Smelting Cost1 ($/t)

TC / RC 22.01

Freight 0.46

TOTAL OFF-SITE COSTS 22.47

Operating Cost1 ($/t)

Mining 26.88

Milling 11.46

Environmental/Tailings Storage Facility 5.15

Site General & Administration 3.93

TOTAL ON-SITE COSTS 47.42

Total cost to produce metal1

$0.63/lb Zn or

$69.88/t processed

Rathdowney Strengths PEA – Projected Operating Costs

May 2016 Page 16

Capital Cost Initial ($M)

Sustaining ($M)

Total LOM ($M)

Mining 82.3 36.6 118.9

Processing 59.7 - 59.7

Tailings Management & Water Treatment Facilities 33.1 14.5 47.6

Surface Facilities 15.7 - 15.7

Contingency 23.1 - 23.1

EPCM 13.1 - 13.1

Sub-Total 227.0 51.1 278.1

Reclamation Security 6.8 4.5 11.3

TOTAL CAPITAL COSTS 1 233.8 55.6 289.4

1All values in US dollars and metric units where M = Millions. Thirty percent contingency and fifteen percent EPCM applied to processing.

Rathdowney Strengths PEA – Projected Capital Costs

Post-tax payback 2.4 years (8% discount rate)

May 2016 Page 17

Advancing Engineering and Environmental Studies to Support Mine Development

Engineering data collection progressing

Preliminary Economic Assessment returns positive results

Engineering drilling and additional deposit drilling ongoing – initial results confirm excellent

potential to increase resources (see recent news releases)

On-going discussions with smelter groups

Environmental data collection to support permitting well-advanced

Comprehensive stakeholder engagement

Rathdowney Strengths De-risking Project Advancement

May 2016 Page 18

Active engagement with all governments

Community outreach: Door to door visits Local events Open houses Community meetings Site visits Early meetings with local

officials Project Olza enjoys positive

relations with local communities

Rathdowney Strengths Proactive Stakeholder Engagement

May 2016 Page 19

2010 to

2015

MINE PLANNING & PERMITTING Complete Project Description Integrate modern mine plan with Land Use Plan Complete EIA Report and Deposit Development

Plan / Pre-Feasibility Apply for and receive exploitation license

COMMENCE CONSTRUCTION

Completed

Projected

Projected

Rathdowney Strengths Milestones – Completed & Projected

2015 to

2017

2018

ACQUISITION & PLANNING RESOURCE EVALUATION ENGINEERING & ENVIRONMENTAL DATA GEOLOGICAL DOCUMENTATION & PEA

May 2016 Page 20

Environmental Political Social Cost Infrastructure Project

Good rapport & working relationship with government, agencies Structured, clear & transparent permitting process Defined process for submitting mining license materials

Over 2,000 town hall meetings completed since 2010 Community offices & programs in place Good rapport & dialogue with communities & officials

Well documented and defined EIA requirements Experienced permitting team in place Requisite studies & reporting underway

Experienced development team with strong project management, project finance & technical capabilities

Low CAPEX US$234M Low OPEX On-site US$47.42/t Off-site US$22.47/t

High quality infrastructure in place – rail & ports Existing water, roads, rail lines & power at sites

1 Source: BMO Capital Markets Equity Research January 2016.

Market

Mine closures tightening zinc supply Zinc1 LT forecast price: US$1.00/lb

Rathdowney Strengths Successfully Managing the Opportunity

May 2016 Page 21

Rathdowney Strengths Strategically Positioned in a Tightening Zinc Market

Projected Zinc market deficit

Substantial mine closures and production cuts

Century (500,000 t)

Lisheen (175,000 tpy)

Glencore (500,000 t)

Upward trend in Zinc pricing1

2018 – US$1.04/lb, 2019 – US$1.00/lb, 2020 – US$1.01/lb

LT – US$1.00/lb

1 Source: BMO Capital Markets Equity Research January 2016.

May 2016 Page 22

David J. Copeland Chairman Dave Copeland is a professional engineer and mining executive with over 30 years' experience in advancing global mineral projects through feasibility, permitting, engineering design and initial development phases. Andrew Ing Chief Financial Officer Andrew Ing is a finance-corporate development professional with more than 10 years of experience in project finance, risk management and corporate governance, and holds designations in Chartered Accountancy and Corporate Finance.

Robert Konski President & CEO Robert Konski has over 25 years’ experience as an executive and strategic advisor to the management of public / private companies and the government in Poland. He holds an M.P.A. from the JFK School of Government at Harvard University Trevor R. Thomas Secretary Trevor Thomas is corporate secretary and has practiced in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in the private practice environment as well as in-house positions.

David Copeland, Robert Konski, Michael H. Nolan, Scott Cousens, Rene G. Carrier, Barry Coughlan, Lena Brommeland, George Ireland

Lena Brommeland General Manager, Poland Lena Brommeland has a degree in geology and more than 20 years’ experience managing major exploration and development around the world. Barbara Chammas Manager, Community Relations & Environment, Poland Barbara Chammas has an advanced degree in Environmental Engineering, a certificate in Mid-Management and Business Administration and over 10 years’ experience in public consultation and water management in Poland.

Doug Nicholson Senior Project Development Manager, Poland Doug Nicholson is a mining engineer with more than 25 years of progressive experience in project management, mine development and mine operations. SRK Consulting Consultant An independent, international consulting practice that provides focuses on advice and solutions to mining clients. SRK offers services through feasibility, mine planning, and production to mine closure.

TECHNICAL MANAGERS & CONSULTANTS

MANAGEMENT

DIRECTORS

Rathdowney Strengths Executive & Professional Team

May 2016 Page 23

Key Points:

Substantial economic resource

Proven mining jurisdiction

Structured permitting process with legislated timelines

Project opportunity delivered by experienced team

Importantly positioned in a tightening Zinc market

Significant project upside

Team is committed to delivering results

Rathdowney Strengths Investment Conclusions

May 2016 Page 24

Contact Information

Rathdowney Resources Ltd. 15th Floor 1040 W. Georgia St. Vancouver, BC Canada V6E 4H1

Investor Relations TF: 800.667.2114 Ph: 1.604.684.6365 Email: info@hdimining.com

May 2016 Page 25

Appendices

May 2016 Page 26

Preliminary Economic Assessment (PEA)

Qualified Person Company Professional Designation Sections of the Report

Christopher Bray BEng, MAusIMM(CP) Project Management and

Mining

Dr Lucy Roberts BSc (Hons), MSc, PhD, MAusIMM

(CP) Mineral Resource

Dr Christopher Bonson PhD EurGeol, P.Geo Geology, Sampling and QAQC

Kris Czajewski P.Eng, APEGBC Tailings

Dr Houcyne El Idrysy MSc, CGeol FGS Water Management

Lawrence Melis P.Eng Metallurgy and Mineral

Processing

Qualified Persons