Tiernan Gold Corp. Announces Closing of Previously Announced Subscription Receipt Financing and Update to Proposed Qualifying Transaction

Executive Summary

• Tiernan Gold Corp. closed a brokered best‑efforts private placement of 11,670,200 subscription receipts, raising C$58.351 million in gross proceeds.
• The financing is a condition to the proposed reverse takeover of Railtown Capital Corp., which will create the combined entity “Tiernan Gold Corp.” focused on the Volcan gold project in Chile.
• Proceeds (net of agents’ fees) will be used to advance the Volcan Project, cover transaction and working‑capital costs, repay inter‑company debt to Hochschild Mining Holdings, and for general corporate purposes.

Key Details

• Offering Structure – Subscription receipts are automatically exercisable into one Tiernan common share plus half a Tiernan warrant (exercisable at $6.50 per share for 24 months).
• Subscription Price: C$5.00 per receipt.
• Gross Proceeds: C$58,351,000 total; includes C$40,000,000 from the Treasury Offering and C$18,351,000 from the Secondary Offering (plus a C$3,351,000 partial exercise of an option to increase the secondary size).
• Agents’ Fee: 6.0% of gross proceeds (C$3,017,460) held in escrow; payable upon satisfaction/waiver of escrow release conditions.
• Escrow Arrangement – Funds placed with Odyssey Trust Company; release contingent on completion or waiver of conditions related to the Proposed Transaction, regulatory approvals, and TSXV listing.
• Use of Net Proceeds (Treasury Offering):
• Advance the Volcan gold project.
• Cover transaction‑related expenses for the reverse takeover and offering.
• Repay inter‑company debt owed to HM Holdings (a Hochschild subsidiary).
• Provide working capital and general corporate purposes.
• Proposed Transaction Timeline: If the reverse takeover closes within 90 days of the closing date, escrowed funds are released to Tiernan and HM Holdings; otherwise, proceeds plus accrued interest will be returned to subscription‑receipt holders.
• Railtown AGM Update: On 12 Nov 2025, shareholders approved all matters presented at the annual/general special meeting (7,549,250 shares represented, 38.71% of issued & outstanding).
• Trading Status: Railtown’s common shares remain halted pending completion of the reverse takeover; no intention to seek reinstatement until the transaction closes.

Notable Quotes

“The successful closing of this financing provides Tiernan with the capital needed to accelerate development of our flagship Volcan project and to consummate the proposed combination with Railtown, creating a stronger, fully‑integrated gold producer.” – Greg McCunn, CEO & Director, Tiernan Gold Corp.

“The approval of all resolutions at Railtown’s 2025 AGM reflects shareholder confidence in our strategy to deliver a qualifying transaction that will unlock value for both companies.” – Chris Taylor, CEO & Director, Railtown Capital Corp.