Core Viewpoint - Tiernan Gold Corp. and Railtown Capital Corp. are updating their previously announced $65 million subscription receipt financing and proposed reverse-takeover transaction, which will result in the formation of a new entity named "Tiernan Gold Corp." focused on advancing the Volcan gold project in Chile [1][20]. Financing Update - The offering will now be structured with each subscription receipt priced at $5.00, down from $7.50, and will include a half warrant exercisable at $6.50 for 24 months post-closing [3][5]. - The offering is expected to generate gross proceeds of approximately $55 million, with $40 million from a Treasury Offering and $15 million from a Secondary Offering [5][6]. - Strong institutional and strategic participation has been noted, alongside approximately $7 million from Tiernan's President's List [4][7]. Proposed Transaction Details - The proposed reverse-takeover will be classified as a "Qualifying Transaction" under TSX Venture Exchange Policy 2.4, with the resulting issuer's ownership structure anticipated to be 70.8% Hochschild, 6.3% current Railtown shareholders, and 22.9% new investors without the exercise of the Agents' Option [7][9]. - The Amended and Restated Definitive Agreement has been established to reflect changes in the offering terms and the management structure of the resulting issuer [8][9]. Management and Board Structure - The upcoming annual general and special meeting of Railtown shareholders will address the appointment of new directors, including Fausto Di Trapani as the incoming CEO of the resulting issuer [10][11]. - The management and board of directors will be reconstituted, with specific resignations and appointments planned upon the closing of the proposed transaction [14][15]. Project Focus - The Volcan gold project, located in Chile's Maricunga region, is the flagship project for Tiernan Gold Corp., which aims to advance its development in a historically rich mining jurisdiction [20].