Tiernan Gold Corp. and Railtown Capital Corp. Advance TSXV Tier 1 Listing with Filing of Filing Statement and Amended and Restated NI 43-101 Technical Report on the Volcan Gold Project

Executive Summary

• Railtown Capital Corp. received conditional TSX Venture Exchange approval for a “Qualifying Transaction” that will result in a reverse takeover of Tiernan Gold Corp., creating the new listed issuer “Tiernan Gold Corp.” (ticker TNGD).
• The transaction is expected to close on or about December 16, 2025, after which Railtown’s shares will be consolidated 7.0916667‑to‑1 and the company will rename itself Tiernan Gold Corp., meeting TSXV Tier 1 listing requirements.
• An amended and restated NI 43‑101 Technical Report and Preliminary Economic Assessment for the Volcan Gold Project (Chile) was filed on SEDAR+, supporting the de‑risking strategy of the combined entity.

Key Details

• Conditional TSX V Approval: Received under TSXV Policy 2.4 – Capital Pool Companies; final approval required by March 8, 2026 and contingent on completion of the transaction and standard listing conditions.
• Transaction Structure: Three‑cornered amalgamation (reverse takeover) where Railtown acquires all outstanding Tiernan common shares in exchange for Railtown common shares.
• Share Consolidation: Prior to closing, Railtown will consolidate its common shares on a 7.0916667 to 1 basis.
• Name Change & Symbol: Upon closing, Railtown will change its name to Tiernan Gold Corp. and resume trading on the TSXV under the symbol TNGD.
• Closing Timeline: Expected on or about December 16, 2025; subject to TSXV final approval and satisfaction of customary conditions.
• Technical Report Filing: Amended & restated NI 43‑101 Technical Report and Preliminary Economic Assessment for the Volcan Project (Atacama Region, Chile) filed on SEDAR+ (dated Dec 8, 2025; effective July 15, 2025), prepared by Ausenco Chile Limitada. Summary included in Appendix D of the filing statement.
• Business Combination Agreement: Amended and restated agreement dated Nov 7, 2025 among Tiernan, Railtown, and 1559261 B.C. Ltd. (Railtown subsidiary).
• Trading Halt: Railtown’s common shares remain halted until completion of the proposed transaction.

Notable Quotes

• Greg McCunn, CEO & Director, Tiernan Gold Corp.: “The approval marks a pivotal step toward creating a well‑capitalized public company focused on advancing the Volcan gold project.”
• Chris Taylor, CEO & Director, Railtown Capital Corp.: “This transaction aligns with our mandate to complete a qualifying transaction and provides shareholders with a clear path to a Tier 1 listing.”