Core Viewpoint - Tiernan Gold Corp. and Railtown Capital Corp. are advancing towards a TSXV Tier 1 listing through a qualifying transaction involving the Volcan Gold Project in Chile, aiming to create a well-capitalized public mining company [2][5][11] Group 1: Proposed Transaction Details - Railtown has received conditional approval from the TSX Venture Exchange for its qualifying transaction with Tiernan, which will result in the creation of "Tiernan Gold Corp." as a Tier 1 mining company [2][5] - The proposed transaction involves a reverse take-over of Railtown by Tiernan through a three-cornered amalgamation, where Railtown will acquire all issued and outstanding common shares of Tiernan [5] - Railtown plans to consolidate its common shares on a 7.0916667 to 1 basis prior to closing the proposed transaction, which is expected to finalize around December 16, 2025 [6] Group 2: Technical Reports and Filings - Railtown has filed a filing statement on SEDAR+ in connection with the proposed transaction, dated December 8, 2025 [3] - An amended and restated technical report titled "Volcan Project - NI 43-101 Technical Report and Preliminary Economic Assessment" has also been filed, supporting Tiernan's strategy for project de-risking and advancement [4] - The technical report was prepared by Ausenco Chile Limitada and is effective as of July 15, 2025, with a summary included in the filing statement [4] Group 3: Future Steps and Conditions - Final approval for the listing is contingent upon the resulting issuer meeting specific conditions set by the TSXV by March 8, 2026, including the completion of the proposed transaction [7] - Trading of the common shares of the resulting issuer will resume under the symbol "TNGD" upon receipt of final approval from the TSXV [2]

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]

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].