RTO Transaction Proposed Between Hochschild's Tiernan Gold and Railtown Capital; Fausto Di Trapani to Be Named CEO of Resulting Issuer

Core Viewpoint - Tiernan Gold Corp, a subsidiary of Hochschild Mining PLC, is set to undergo a reverse takeover (RTO) by Railtown Capital Corp, which will result in Railtown acquiring all issued securities of Tiernan in exchange for its own securities, leading to the establishment of a new entity focused on the Volcan gold project in Chile [1][10][51]. Group 1: Proposed Transaction Details - The letter of intent (LOI) was signed on September 2, 2025, outlining the terms for the business combination [1]. - The RTO will be classified as a "Qualifying Transaction" under TSXV policies, allowing the resulting issuer to meet the initial listing requirements as a "Tier 1" mining company [1][10]. - The transaction is expected to close in November 2025, pending shareholder and regulatory approvals [7][12]. Group 2: Management and Board Structure - Fausto Di Trapani will be appointed as the CEO of the resulting issuer, bringing over 20 years of experience in mining and corporate finance [14]. - The initial board of directors will include members from both Railtown and Hochschild, with additional independent directors to be appointed [7][13]. Group 3: Volcan Project Highlights - The Volcan Project has a mineral resource estimate of 9.8 million ounces of gold in measured and indicated resources and 1.2 million ounces in inferred resources [21]. - A positive Preliminary Economic Assessment (PEA) indicates a net present value (NPV) of US$1.5 billion and an internal rate of return (IRR) of 29% at a gold price of US$2,400 per ounce [21][44]. - The project is designed for a 22 million tonne per annum open-pit, heap leach operation with a 14-year mine life [21][28]. Group 4: Financial Overview - The resulting issuer is expected to have approximately CAD 15 million in cash upon completion of the transaction [7]. - The total initial capital cost for the Volcan Project is estimated at US$1,019 million, with sustaining capital costs of US$320 million [37]. - The average annual gold production is projected to be 332,000 ounces for the first 10 years, totaling 3.8 million ounces over the estimated mine life [28][45].