NI TECHNICAL REPORT Olza Zinc-Lead Project, Zawiercie, Rokitno, and Chechlo Exploration Permits, Poland

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1 Professionals in resources, mining, processing, construction and the environment NI TECHNICAL REPORT Olza Zinc-Lead Project, Zawiercie, Rokitno, and Chechlo Exploration Permits, Poland Prepared for: Rathdowney Resources Limited Effective Date for Mineral Resources; 18 May 2012 Effective Date for Property Titles: 20 September 2012 Report Date: Project Number: Prepared by: Chlumsky, Armbrust & Meyer, LLC Fred Barnard, Ph.D., CPG Robert L. Sandefur P.E W. Colfax Ave., Suite A-140 Lakewood, Colorado Telephone: (303) Fax: (303)

2 Section TABLE OF CONTENTS Page No. 1.0 SUMMARY Introduction Property Setting and Local Resources History Geology and Mineralization Exploration and Drilling Sampling and Analysis Data Verification Mineral Resource Estimates Interpretation and Conclusions Recommendations INTRODUCTION AND TERMS OF REFERENCE RELIANCE ON OTHER EXPERTS PROPERTY DESCRIPTION AND LOCATION Zawiercie, Rokitno, and Chechlo Exploration Permits Mineral Exploration and Mining Regulations Fees and Royalties Environmental Issues Nature Preserves Cultural Issues Groundwater Issues ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY Geographic Setting Infrastructure Social and Environmental Setting HISTORY Previous Property Ownership Historical Drilling Zawiercie Historical Drilling Rokitno Historical Drilling Chechlo Historical Drilling Historical Core Recovery Historical Sample Preparation and Analysis Historical Exploration Results Zawiercie Rokitno Chechlo Historical Tonnage-Grade Estimates Zawiercie Rodaki-Rokitno Szlacheckie Chechlo GEOLOGICAL SETTING AND MINERALIZATION Regional Geological Setting Regional Stratigraphy Local Stratigraphy Zawiercie Concession CAM i

3 Section TABLE OF CONTENTS Page No Zawiercie Geology Rokitno - Property Geology and Mineralization Rokitno Geology Rokitno Mineralization Chechlo - Property Geology and Mineralization Chechlo Geology Chechlo Mineralization Silver Content of Olza Project Mineralization DEPOSIT TYPES EXPLORATION Exploration methods IP-Resistivity Surveys Gravity Surveys Exploration Potential DRILLING Drilling Program Drilling Procedures Core Processing by Rathdowney Drilling Results Bulk Density Definitions Methodology Results SAMPLE PREPARATION, ANALYSES, AND SECURITY Security Sample Preparation Analyses Quality Assurance/Quality Control Methodology Standards Blanks Duplicates CAM Statement of Opinion DATA VERIFICATION Verification of Historical Data Review of Historical Drill Samples Re-Survey of Historical Drill Collars Recovery and Transcription of Historical Data Validation of Historical Database Comparison of Historical and Rathdowney Drill Intercepts MINERAL PROCESSING AND METALLURGICAL TESTING MINERAL RESOURCE ESTIMATION Verification of Historical Data Methodology of Resource Estimation Database Modeling of the Deposit Assay Composites Variography CAM ii

4 Section TABLE OF CONTENTS Page No Resource Block Model Interpolation Plan Mineral Resource Classification Mineral Resource Tabulation Block Model Validation Additional Model Validation by CAM Comparison of Historical and Current Estimates MINERAL RESERVE ESTIMATES MINING METHODS RECOVERY METHODS PROJECT INFRASTRUCTURE MARKET STUDIES AND CONTRACTS ENVIRONMENTAL STUDIES, PERMITTING & SOCIAL OR COMMUNITY IMPACT CAPITAL AND OPERATING COSTS ECONOMIC ANALYSIS ADJACENT PROPERTIES OTHER RELEVANT DATA AND INFORMATION INTERPRETATION AND CONCLUSIONS General Zawiercie and Rokitno Concessions Chechlo Concession Mineral Resource Estimation RECOMMENDATIONS Proposed Work Program Objectives Investigation of Mineral Potential Work Program Components and Budget for Drilling, Sampling, and Analysis REFERENCES Published Geological-Technical Reports Internal and Consulting Reports Legal Documents DATE AND SIGNATURE PAGE Fred Barnard Robert Sandefur Tables 1-1 Inferred Mineral Resources Exploration Permit Data for Olza Project Historical Drilling - Zawiercie I Deposit Historical Drilling - Zawiercie II Deposit Historical Drilling - Rodaki-Rokitno Szlacheckie deposit Historical drilling at the Chechlo deposit Analytical Laboratories Used Historically Historical Drilling at the Chechlo Deposit CAM iii

5 Tables TABLE OF CONTENTS Page No. 6-7 Historical Drilling at the Chechlo Deposit Zawiercie Historical Estimates by PGI Rodaki-Rokitno Szlacheckie Historical Estimates by PGI Chechlo Historical Estimates by PGI Statistical Summary of Bulk Density Measurements Summary of Sample Types External QA/QC Frequency Summary Standards Used in Drill Programs Estimation Parameters Estimation Results in First Test Area Estimation Results in Second Test Area Block Model Geometric Parameters Inferred Mineral Resources Comparison of Historical and Current Estimates for Zawiercie I Deposit Proposed Work Program for (CAD$) Figures 4-1 Location of Olza Project Locations of Rathdowney Concessions Location of Zawiercie Concession Location of Rokitno Concession Location of Chechlo Concession Historical Drilling of Zawiercie I Deposit Historical Drilling of Zawiercie II Deposit Historical Drilling of Rodaki-Rokitno Szlacheckie Deposit Historical Drilling of Chechlo Deposit Historical Drill Holes at Zawiercie I Red Color Indicates Significant Zn-Pb Intercept Diamond Drill Holes at Zawiercie II Red color indicates significant Zn-Pb intercept Historical Drill Holes at Rokitno Red color indicates significant Zn-Pb intercept Historical Drilling at Chechlo Red color indicates significant Zn-Pb intercept Deposits Defined by Historical Drilling Comparison of Pre-2000 Polish Resource Terminology with CIM Definitions Tectonic Setting of the Olza Project (Adapted from Leach, 2007) Stratigraphy of the Olza Region (Adapted from Osika, 1990) Cross-section through the Olza Region Drawn Along Line A-A in Figure Geology of the Zawiercie Concession Area (Source: Rathdowney Compilation) Location of Cross-sections in Figure 7-6 in Relation to the Zawiercie I Deposit Outline Detailed Geological Cross-Sections of the Zawiercie I Zn-Pb Deposit Area Geology of Rokitno Permit Area (Source: Rathdowney Compilation) Location of Cross-Sections in Figure 7-9 in Relation to Rodaki-Rokitno Szlacheckie Deposit Outline Geological Cross-sections Through the Rodaki-Rokitno Szlacheckie Zn-Pb Deposit Area Stratigraphic Legend for Figure 7-9 (Source: Blajda, et al., 2000) Geology of Chechlo Permit Area (Source: Rathdowney Compilation) CAM iv

6 Figures TABLE OF CONTENTS Page No Ag-Pb Plot for 179 Samples Ag-Zn Plot for 179 Samples Locations of 685 Samples Investigated. UTM coordinates are shown Ag-Zn Plot for South Domain. N = 155 Assays Ag-Zn Plot for North Domain. N = 530 Assays Grade Times Thickness Map, Based on a Combination of Historical and Rathdowney Drilling Drilling on Zawiercie and Rokitno Concessions Drill Site OLZ-046 at Zawiercie, with Rathdowney Geologist Reviewing HQ Core Drill Core with Mineralization in Hole OLZ-045 (Photo by CAM, November 2011) Reference Core Library in Logging Building. Skeletal Reference Core and Stratigraphic Column Are Shown Core Racks in Logging Building. Summaries of Core-Processing Protocols on the White-Board Cross-section A-A Showing Drilling Results Cross-section B-B Showing Drilling Results Cross-section C-C Showing Drilling Results Drill Plan showing East Mineralized Corridor Standard Aluminum and Titanium Cylinders (Photo by CAM, November, 2011) Measurements of Standard Aluminum Cylinder of Bulk Density Flow Chart for Core Processing and Analysis Zn Quality Control Chart for Drill Program Pb Quality Control Chart for Drill Program Silver Quality Control Chart for Drill Program Zn Monitoring Chart of Blanks for Drill Program Pb Monitoring Chart of Blanks for Drill Program Ag Monitoring Chart of Blanks for Drill Program Zn Scatter Plot of Inline Duplicates for Drill Program Pb Scatter Plot of Inline Duplicates for Drill Program Ag Scatter Plot of Inline Duplicates for Drill Program Zn Scatter Plot of Inter-lab Duplicates for Drill Program Pb Scatter Plot of Inter-lab Duplicates for Drill Program Ag Scatter Plot of Inter-lab Duplicates for Drill Program Casing of Historical Drill Hole ZO Photo by CAM, November, Monument of Historical Drill Hole ZN 6-5. Photo by Rathdowney, Plan View of Historical Drilling and Mineralized Volume Plan View of Current Drilling and Mineralized Volume Historical Drilling Descriptive Statistics Current Drilling Descriptive Statistics Plan view of Drill Holes and Modeled Mineralized Horizon Log-Log Cumulative Frequency Plot for Zn Assays of Composites Downhole Normal-Scores Variogram Omnidirectional Normal-Scores Variogram Locations of Estimated Blocks Inferred Resource Footprint Swath Plot for % Pb Swath Plot for % Zn Swath Plot for Bulk Density CAM v

7 Figures TABLE OF CONTENTS Page No Olza Concessions and Deposits CAM vi

8 1.0 SUMMARY 1.1 Introduction Chlumsky, Armbrust and Meyer, LLC (herein CAM ) prepared this Technical Report on the Olza zinclead project in Poland at the request of Rathdowney Resources Ltd. (herein Rathdowney ), a publiclylisted company in Canada. Purpose of the report is to disclose the first post-1977 drilling program carried out on the property, and the mineral resources defined, in compliance with National Instrument Standards of Disclosure ( NI ). This report contains data from drilling carried out by Rathdowney to 18 May 2012 (drill hole OLZ-178), which is the Effective Date for mineral resource estimation. The mineral resources were disclosed in a Rathdowney news release dated September 11, Drilling continues through the publication date of this report in October Mineral property data are current to 20 September 2012, the date of issuance of the Exploration Permit ( concession ) for Chechlo. CAM s Qualified Persons, Fred Barnard Ph.D., CPG (geologist) and Robert L. Sandefur, P.E. (geostatistician) visited the Olza project during November 2, 4, and 5, 2011, while drilling was in progress. Mr. Sandefur also visited the project during March 22-26, 2011, and again during March 27-29, 2012, to discuss drill hole density, core recovery, and related drilling issues. The information in this report is from CAM s direct field examinations in Poland, data supplied by Rathdowney, and information in a 2010 Technical Report by CSA, which was written prior to any drilling on the property by Rathdowney. CAM reviewed and analyzed this data and has drawn its own conclusions therefrom. The discussion of Polish mining law in this report was prepared by Rathdowney Polska, as no official English translation was available of the Polish Geological and Mining Law of Information about the validity of exploration and environmental permits was provided directly to CAM in a letter from Marekwia and Plawny, Attorneys at Law, in Katowice, Poland, dated 17 October, Property The property comprises three adjoining Exploration Permits ( concessions ) for the prospecting & exploration for zinc and lead ores, named Zawiercie, Rokitno, and Chechlo. They are approximately 60 kilometres northwest of the city of Krakow in southern Poland, and have a total surface area of square kilometres. All were issued for 5 years, starting in May 2010 for Rokitno, July 2010 for Zawiercie, and September 2012 for Chechlo. The fees for issuance of the permits have been paid by Rathdowney, CAM

9 and Rathdowney has all the necessary permits in place to conduct its ongoing drilling and ground geophysics program. Rathdowney does not hold any surface title within the Olza project area. 1.3 Setting and Local Resources The Olza project is within the North European Plain, a relatively flat area with an average elevation between metres above sea level. Within the project area, there is ample open land available for potential tailings storage areas, potential waste disposal areas, and potential processing plant sites. Exploration and mining activities can be carried out all year. The proximity of the properties to historic Silesian mining centres, including the large underground Pomorzany zinc-lead mine and the Boleslaw zinc smelter complex, located some 20km to the south, provide a well-established infrastructure and access to modern mining expertise and skilled workforce. The Pomorzany mine, one of several historical zinc-lead mines in the area, is the only mine remaining in operation and the major feed source for the Boleslaw zinc refinery. It is due to close in 2014 due to depletion of ore reserves, but the proximity of the its concentrator and tailings ponds, which still have a large storage capacity available, is of potential interest to the Olza project. 1.4 History The region has long been known for its mineral occurrences, with considerable ancient production from the shallow zinc-lead sulfide deposits in the region, but none from the current property. During , several Polish state organizations explored for zinc-lead on the Olza property in the area and drilled over 180,000 metres, using Soviet-era practices. Until award of the permits to Rathdowney, the zinc-lead deposits of these areas were never subject to modern exploration by private-sector companies. Historical tonnage-grade estimates were carried out on several occasions by the Polish Geological Institute on the Zawiercie I and II, Rodaki-Rokitno Szlacheckie, Chechlo, and Marciszow Zn-Pb deposits, largely using the same source data, but utilizing varying economic parameters at different times. The Soviet-style mineral resource classification system was used. Results are tabulated in Section 6 of this report. The historical estimates are not treated by Rathdowney as current mineral resources. Validation of historical drill results may allow some of the historical data to be used in conjunction with Rathdowney results to estimate mineral resources. 1.5 Geology and Mineralization Zinc and lead mineralization of Mississippi Valley Type (MVT) occur at the Olza project, as elsewhere in the Upper Silesian region. MVT deposits are well-known world-wide, and are described in numerous published articles: major examples include Lisheen and Navan (Ireland), Pine Point (Canada), and Tri- CAM

10 State/Joplin and Viburnum/Buick (USA). Olza mineralization clearly fits the MTV model, with deposit mineralogy dominated by sphalerite and galena, plus associated marcasite, and subordinate calcite, dolomite and locally barite. The Olza project mineralization is principally hosted by dolomites of the Middle Triassic Muschelkalk Formation. Beneath the Triassic are Carboniferous and Devonian sedimentary strata. The Triassic is overlain by Jurassic limestone, and glacial debris, and outcrops of the strata of interest do not occur within the project area. The pre-glacial strata dip very gently (3-5 ) towards the NE and regionally are broken into a series of horsts and grabens by steeply-dipping faults. Within the Lower Muschelkalk, the original stratigraphic units have been intensively dolomitized, and the resultant unit has historically been called the Ore-Bearing Dolomite, or OBD, since it is difficult to distinguish the original beds. The OBD, which is 30 to 80 metres thick, is an epigenetic/diagenetic alteration, which, although mostly restricted to the above strata, is still somewhat discordant. The most common zinc-lead deposits at Olza are the stratiform to podiform bodies, such as those in the Zawiercie I deposit, which is the deposit drilled recently by Rathdowney. The thickness of the stratiform deposits is quite irregular, reaching 13 metres, while the lateral extent of individual pods or lenses making up the deposit is typically metres. Breccia-pipe mineralization consisting of discordant, subvertical bodies of dissolution collapse breccias, is also important in the project area, as shown by historical drilling in the Chechlo area, but Rathdowney has not yet drilled any such bodies. Analysis of 685 early Rathdowney-drilled assay intervals with detectable Ag values from the Zawiercie I deposit shows no significant correlation of Ag with Pb, but an obvious positive correlation with Zn. The issue of silver in the Olza mineralization should be kept in mind during further evaluation of the project. 1.6 Exploration and Drilling As the Olza area lacks exposures of mineralized rock, the bulk of work conducted to date on the properties by Rathdowney was diamond drilling. Two localized Induced Polarization/Resistivity surveys were also carried out, but the results were deemed unsatisfactory for continuing such work. The Rathdowney drilling program reported herein extended from June 2011 to May 18, Drilling was carried out on the Zawiercie and Rokitno concessions, but not on the Chechlo concession, which had not been granted to Rathdowney as of May. Drilling has continued since May. The initial mineralized trend investigated on the Rokitno and Zawiercie concessions (the East Mineralized Corridor) follows a curvilinear pattern. Total strike length of this mineralization is approximately 10 km CAM

11 and it is up to 1 km wide. Zinc and lead values are generally restricted to the flat-lying dolomitic unit, the OBD, at depths ranging from 100 to 250 metres below surface. Almost all the mineralization encountered is in fresh sulfides, with minimal oxidation. Drilling of 178 core holes totaling 21,974 metres was carried out by wireline equipment. The smallest core was NQ size (47.6 mm diameter), and over half was HQ (63.5 mm diameter). The deepest hole was 199 metres, while the average depth was 123 metres. All were drilled vertically. The mean core recovery was 86.4%. Core was processed by Rathdowney geological staff in the project area, near Rokitno, Poland. CAM reviewed the core-processing facility and procedures, and is satisfied that processing was carried out using standardized procedures, to industry standard. Rathdowney staff made numerous bulk-density measurements on core. Cores were air-dried overnight or longer, but were not oven-dried, prior to weighing and immersion. The film-coated core results were used in resource estimation, each measurement being placed into the database for use in resource estimation. CAM recommends that a trial be carried out, wherein fifty or so core samples are air-dried overnight, then also dried for 8 hours or more at 105 degrees C. 1.7 Sampling and Analysis Sample preparation and chemical analysis were undertaken at OMAC Laboratories Ltd. in Ireland, an ISO/IEC-accredited laboratory totally independent of Rathdowney. Rathdowney submitted 4,944 Olza project core samples for preparation. Samples from the mineralized-type analytical stream were assayed for Zn, Pb, and Ag by multi-acid digestion with ICP-AES finish (ALS/Omac code: ICPORE). In addition, all host (wall rock) samples and mineralized samples were assayed by four-acid digestion with ICP-AES finish for Pb, Zn, and Ag. Multi-element analyses were variously for 16, 33, or 45 elements. Rathdowney instituted a QA/QC program consistent with industry best practices, over and above the QA/QC programs of the laboratories involved. Based on CAM s site visits to the Rokitno core processing facility, review of core-processing protocols, and review of QA/QC procedures and control charts, CAM is satisfied that the analyses of Zn and Pb are sufficiently representative accurate for use in mineral resource estimation. After review of procedures, CAM is also convinced that security of samples is satisfactory on the Olza project. CAM

12 1.8 Data Verification A key component of the Olza project is the existence of over 1,600 historical diamond-drill holes on the property. Location and assay data are available for the great majority of these, but no core. Rathdowney comprehensively identified, recovered, and digitized data from the historical drilling. The steps included recovery and transcription of historical records, re-survey of historical drill collars, digital data entry, and validation by CAM of the data entry. As a result, 1,679 historical drill holes were recorded, of which 1,055 had location and assay records. The validity of the historical data for resource estimation was determined by estimating resources in two trial areas within the Zawiercie I deposit, once using only historical data, and again separately using only Rathdowney data from each of the same two areas. The tonnage and grade estimates from both areas checked closely between the two data sets indicating that the new and historical drilling are consistent enough that both may be used in the calculation of an inferred resource, when used in conjunction with Rathdowney drilling. 1.9 Mineral Resource Estimates The resource model for Olza was done under the supervision and is the responsibility of Robert L Sandefur PE, CAM Principal Geostatistician and qualified person under NI Based on a review of the geology and mineralization at Olza, CAM and Hunter Dickinson Inc. (HDI) agreed that a block model constrained within a wireframe of the mineralized horizon was suitable for characterizing the deposit. Under the supervision of CAM, HDI personnel interpolated values for bulk density, Zn, and Pb using inverse distance squared into the blocks using Vulcan v software package and CAM classified the result. The Olza estimate has been validated by CAM by various methods including an independent Nearest Neighbor estimate. As discussed in Section 28.2, Mr. Sandefur visited the Olza project three times in for purposes of the review. The mineral resource for the portion of the Zawiercie I deposit drilled by Rathdowney was estimated using analytical information from drilling by Rathdowney and by several previous historical (pre-2000) operators. A total of 955 drill holes were used in estimation. An un-rotated block model was constructed, using all relevant drilling data, and constrained by a wireframe of the mineralized horizon. The parent block size was 25 metres x 25 metres x 1 metre, with a sub-blocking size of 12.5 metres x 12.5 metres x 0.5 metres. The hanging wall and footwall of the mineralization were described using a threshold of 0.5% Zn + Pb, and the resulting solid was used as a hard boundary in the resource estimate. CAM

13 Values for bulk density, Zn and Pb were interpolated into the blocks using Inverse Distance Squared weighting (ID2), as it was felt that this estimator effectively characterized the mineralization at Olza. Interpolation was carried out in a single pass using a search ellipse with a radius of 150 metres in the major and semi-major axes as per the modeled ranges from the variogram. Zn and Pb were interpolated using a minimum of three samples from a minimum of two drill holes. Bulk density measurements were estimated into the block using much the same approach as the metal grades, but with an expanded search radius of 175 metres, and with only one data point required to estimate a block Based on the geostatistical analysis of the Olza Zn-Pb data, a classification of Inferred Resource can be assigned to blocks estimated from samples with an average distance of 130 metres or less. Given the uncertainties associated with the compilation of the historical drill data from multiple sources and campaigns, this classification has been assigned to the entire resource base, even in those areas of closer spaced drilling. A minimum cut-off of 2% Zn was used in the resource tabulation; this cutoff is the preferred scenario. The results of the estimate at a range of cutoffs are tabulated below in Table 1-1. The effective date of the Mineral Resources disclosed herein is May 18, 2012, the date of recovery of the last drill samples used in estimation. Cutoff Zn % Tonnes (millions) Table 1-1 Inferred Mineral Resources Zn % Pb % Zn+Pb % Contained Zn (million lb) Contained Pb (million lb) , , , , Results may not add exactly due to reporting precision and rounding. Tonnes are reported to nearest 0.1 million tonnes, and metal grades to the nearest 0.01%. This does not imply this degree of accuracy in the estimate. No metallurgical or economic studies have been performed with respect to the mineral resources disclosed herein. CAM believes that the potential development of these Inferred Mineral Resources is not likely to be materially affected by any known environmental, permitting, legal, title, taxation, socioeconomic, marketing, political, or other relevant risk factors, other than as set forth in this Technical Report and the preceding Technical Report (CSA, 2010). CAM

14 1.10 Interpretation and Conclusions Rathdowney s three Exploration Permits ( concessions ), Zawiercie, Rokitno, and Chechlo, have historical drilling (1950 s to 1980 s) totaling over 1,600 core holes which clearly demonstrate that significant zinc-lead mineralization of Mississippi-Valley Type is present in nearly flat-lying Triassic marine carbonate rocks at moderate depths, with sphalerite and galena as the principal minerals. Interpretations and conclusions follow. 1. Historical drilling identified the Markiszow, Zawiercie I, Zawiercie II, Rodaki-Rokitno Szlacheckie, and Chechlo zinc-lead deposits, for which historical mineral tonnage and grade estimates were made. These estimates were prepared using Soviet-style procedures and definitions pre-dating NI CAM believes that good potential exists in the Olza project area for delineating additional mineral resources which are compliant with CIM definitions. 3. Rathdowney s work to compile the historical exploration results, and to edit and re-format this information, was carried out to a high standard, and resulted in a historical database suitable for comparison with recent Rathdowney drilling. 4. From mid-2011 to May 2012, Rathdowney drilled 178 diamond core holes, totaling 21,974 metres on the Zawiercie I deposit on the Zawiercie and Rokitno concessions, to confirm and expand the deposits identified earlier. This drilling was closely-controlled in order to achieve acceptable core recoveries within the mineralized horizons. No drilling was done by Rathdowney at Chechlo, as this concession was acquired by Rathdowney in September, The validity of the historical data for resource estimation was determined by estimating resources in two areas within the Zawiercie I deposit, using only historical data, and again separately using only Rathdowney drill data from each of the same two areas. The tonnage and grade estimates from both areas checked closely between the two data sets indicating that the new and historical drilling are consistent enough that both may be used in the calculation of an inferred resource, when used in conjunction with Rathdowney drilling. 6. Mineral resource estimation was carried out using the validated historical data and Rathdowney drill results. An inferred mineral resource was estimated for that portion of the Zawiercie I deposit drilled by Rathdowney. 7. Drilling, sampling, assaying and resource estimation were carried out in compliance with CIM standards, resulting in Inferred Mineral Resource estimates which are suitable for disclosure under NI Preliminary analysis indicates that the silver content of the mineralization is related to zinc minerals, rather than lead minerals. The Ag:Zn ratio appears to be higher toward the north in the Zawiercie I deposit. CAM

15 9. The region around the concessions is well-suited to modern industrial-scale mining and mineral processing, with highly-developed infrastructure and availability of mining expertise. 10. The density of industrial activity and population near the concessions creates some identified social and environments issues, mainly surface usage, infrastructure in a densely-inhabited region, groundwater quality, and proximity to protected natural areas. These will be addressed as the project proceeds, and will not likely preclude mining. Rathdowney has initiated studies of the issues Recommendations The steps below are recommended to carry the Olza project forward toward defining increased mineral resources, including some in higher categories than Inferred, and to advance the project toward eventual development. 1. Upgrade the Inferred Resources in the East Mineralized Corridor to higher resource categories through closer drill hole spacing. 2. Enlarge the resource by drilling open areas with stratiform Triassic carbonate-hosted mineralization. 3. Test other deposits identified by historical drilling but not yet drill-tested by Rathdowney. 4. Test the underlying Devonian target strata, which could likely contain karstic collapse brecciapipe deposits. 5. Undertake environmental baseline studies and social studies. The proposed Work Program includes additional 11,500 metres of drilling, including drilling completed from May to October, and a budget of CAD$ 3,150,000. The technical recommendations below should be implemented during the Work Program. 1. Drilling should include twinning of about 10 historical holes among the 86 holes within the wireframe for which original assay sheets have not been found. 2. Measurements should be made of the residual water content of air-dried core samples when they are measured for bulk density, through a test program of oven-drying about 50 mineralized core samples. 3. The mean and standard deviation of the certified standard reference materials should match the primary laboratory (Omac) mean and standard deviation, rather than the parameters from the reference materials suppliers. 4. The reason for the lower lead contents in Rathdowney s resource estimates, as compared to the historical estimates, needs to be further investigated. CAM

16 5. Further study should be done on the distribution of silver values, with respect to both the mineralogical residence of silver within the zinc-lead mineralization, and geographic trends in the abundance of silver. CAM

17 2.0 INTRODUCTION AND TERMS OF REFERENCE Chlumsky, Armbrust and Meyer, LLC (herein CAM ) prepared this Technical Report on the Olza zinclead project in Poland at the request of Rathdowney Resources Ltd., a publicly-listed company in Canada. Purpose of the report is to disclose the first post-1977 drilling program carried out on the property, and the mineral resources defined, in compliance with Canada National Instrument The mineral resources were disclosed in a Rathdowney news release dated September 11, In this report, Rathdowney may refer variously to Rathdowney Resources Ltd., or its wholly-owned subsidiary Rathdowney Luxemburg S.A.R.L., or Rathdowney Polska Sp. z.o.o., which is wholly-owned by the Luxemburg company. Rathdowney s work also included participation by individuals seconded from Hunter Dickinson Inc. of Vancouver. Rathdowney is associated with HDI, a private company. CAM s Qualified Persons, Fred Barnard Ph.D., CPG (geologist) and Robert L. Sandefur, P.E. (geostatistician) visited the Olza project during November 2, 4, and 5, 2011, while drilling was in progress. They visited active drilling sites on the Rokitno and Zawiercie exploration concessions, and also visited the area of the Chechlo concession, which is not yet drilled by Rathdowney. In addition, they witnessed handling of drill core from the core tube through logging, density determination, sawing, sampling, and packing for shipment to a commercial laboratory. They were hosted by Michael Mlynarczyk, Chief Geologist, and others based in Rathdowney s project office located in Olkusz, Poland, and field office at Rokitno Szlacheckie near the Olza project. Mr. Sandefur also visited the project during March 22-26, 2011, and again during March 27-29, 2012, to discuss drill hole density, core recovery, and related drilling issues. In March, 2011, Mr. Sandefur also visited the nearby Pomorzany underground zinc-lead mine operated by Zaklady Gorniczo-Hutnicze Boleslaw (ZGHB). Mineralization at Pomorzany occurs in the same stratigraphic horizon hosting mineralization of similar styles to that of the Olza project. This report is based on technical data, documents, reports and information supplied by Rathdowney, including copies of permit application and award documents; historical reports on exploration and drilling; historical estimates and internal reports by Rathdowney staff and consultants/contractors. The specific reports referred to are listed in Section 22 of this report, plus other reports listed in the References section of CSA (2011) and incorporated by reference in this report. A legal opinion of the status of the Exploration Permits was obtained from a law firm in Poland, as cited in Sections 3, 4, and 27 of this report. This report contains data from drilling carried out by Rathdowney to 18 May 2012 (drill hole OLZ-178), which is considered the Effective Date for mineral resource estimation. Assays and QA/QC data for the CAM

18 latest drilling were received in through August, Drilling continues through the publication date of this report in October Significant parts of the text of this report are taken from the report by CSA (2010), with modifications and updates as necessary. The CSA report had been written prior to any drilling on the property by Rathdowney. CAM

19 3.0 RELIANCE ON OTHER EXPERTS In preparation of this report, CAM has reviewed and analyzed data provided by Rathdowney and others, and has drawn its own conclusions therefrom, augmented by its direct field examinations. CAM did not carry out any independent exploration work, drill any holes, or sample or assay any material from the properties. The maps, and some of the other illustrations in this report, were prepared by Rathdowney and its affiliate companies unless otherwise noted. This discussion of Polish mining law in this report was prepared by Rathdowney Polska. The Polish Geological and Mining Law of 2011 became enforceable on January 1, 2012, but no official English translation is available yet. Information about the validity of exploration licenses and environmental permits was provided directly to CAM in a letter from Marekwia and Plawny, Attorneys at Law, in Katowice, Poland, as described in Section 27. These matters are discussed in Section 4 of this report. The cited legal firm is registered in Poland and is independent of Rathdowney. CAM

20 4.0 PROPERTY DESCRIPTION AND LOCATION The material in this section was supplied by Rathdowney. CAM have viewed some of the title documents (which are in Polish language), and have relied on a letter from Rathdowney s lawyers in Poland which affirms concession titles, as discussed in Section 3 of this report. 4.1 Zawiercie, Rokitno, and Chechlo Exploration Permits The property comprises three adjoining Exploration Permits ( concessions ) for the prospecting & exploration for zinc and lead ores, named Rokitno, Zawiercie, and Chechlo (Figures 4-1 and 4-2). They are located in the Upper Silesian zinc-lead district of southern Poland, between the towns of Zawiercie and Olkusz, approximately 60km northwest of the city of Krakow. Figure 4-1 Location of Olza Project CAM

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