Core Points - Tiernan Gold Corp. has successfully closed its brokered private placement of subscription receipts, raising a total of C$58,351,000 through the issuance of 11,670,200 subscription receipts [1][5][9] - The financing is part of a proposed reverse takeover of Railtown Capital Corp., which will result in the combined entity being named Tiernan Gold Corp. and focusing on the Volcan gold project in Chile [2][10] - The subscription receipts will convert into common shares and warrants upon meeting certain escrow release conditions [5][10] Offering Details - The subscription receipts were priced at C$5.00 each, with gross proceeds including C$40,000,000 from a Treasury Offering and C$18,351,000 from a Secondary Offering [5][9] - The offering was managed by Canaccord Genuity Corp. as the sole bookrunner, along with BMO Capital Markets and other agents [4] - A cash commission of 6.0% of the gross proceeds will be paid to the agents, amounting to C$3,017,460, which is held in escrow [11] Project and Use of Proceeds - The net proceeds from the Treasury Offering will be utilized to advance the Volcan Project, cover transaction-related expenses, repay inter-company debt, and for general corporate purposes [9] - The Volcan Project is strategically located in the Maricunga gold belt in Chile, an area known for its mining history [18] Shareholder Meeting Update - Railtown held its annual general and special meeting on November 12, 2025, with 38.71% of shares represented, and all resolutions were passed [12]