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].

Core Viewpoint - Sonim Technologies' Special Committee has determined that the unsolicited proposal from Orbic North America is inferior to the existing Letter of Intent with Social Mobile for the sale of Sonim's operating assets, emphasizing the commitment to maximizing stockholder value through the Social Mobile transaction [1][2]. Group 1: Comparison of Proposals - The Social Mobile LOI offers greater transaction value and certainty as it does not require third-party financing, providing a clear path for the sale of legacy assets and a concurrent reverse takeover [2]. - Orbic's proposal is highly conditional, with financing contingent upon satisfactory due diligence and lacking clarity on the financing source, raising concerns about its feasibility [2][3]. - The likelihood of consummation is higher with Social Mobile, as negotiations for a definitive agreement are actively progressing and a cooperative relationship has been established [2][3]. Group 2: Concerns Regarding Orbic - Orbic's proposal entails high execution and timing risks, jeopardizing the progress made under the Social Mobile LOI and requiring a restart of due diligence and negotiations [2][3]. - Orbic has a concerning track record, having been involved in over ten legal actions in the past decade, including significant judgments against its affiliates [3]. - The strategy employed by Orbic, which includes litigation and a proxy contest, raises questions about its credibility and true motives [3]. Group 3: Call to Action - The Special Committee urges stockholders to support the strategic path forward with Social Mobile, which is believed to deliver the best value and terms available [4].