Hochschild's Tiernan Gold and Railtown Capital Announce Update to Previously Announced $65 Million Subscription Receipt Financing and Proposed Qualifying Transaction

Executive Summary

• Tiernan Gold Corp. updates terms of its brokered best‑efforts private placement of subscription receipts, now pricing at $5.00 each with half‑warrant attached, targeting gross proceeds of $55 M (up to $65 M including optional secondary offering).
• The revised financing is tied to the proposed reverse‑takeover of Railtown Capital Corp., which will create the combined “Tiernan Gold Corp.” focused on the Volcan gold project in Chile.
• An amended and restated definitive business combination agreement has been executed, extending the outside date to 31 Dec 2025 and redefining ownership (≈70.8% Hochschild, 6.3% Railtown shareholders, 22.9% new investors) pending optional secondary raise.

Key Details

• Subscription Receipt Pricing: $5.00 per Tiernan Subscription Receipt (down from $7.50).
• Warrant Attachment: Each receipt converts into one common share plus ½ of a Tiernan Warrant; each full warrant exercisable at $6.50 for 24 months post‑closing.
• Gross Proceeds Target: $55 M (up to $65 M if Agents’ Option exercised).
• Up to $40 M from Treasury Offering (new treasury shares & warrants).
• Up to $15 M from Secondary Offering (existing Tiernan shares held by Hochschild subsidiary).
• Agents’ Option: May increase secondary portion by up to $10 M (~18%) up to 48 h before closing. Proceeds used to reduce Hochschild’s Tiernan share holdings.
• Syndicate Lead Managers: Canaccord Genuity (sole bookrunner) and BMO Capital Markets, with Raymond James Ltd. and Haywood Securities Inc. as co‑agents.
• Use of Net Proceeds: Advance the Volcan Project, cover RTO‑related transaction costs, repay inter‑company debt to Hochschild subsidiary, fund working capital and general corporate purposes.
• Closing Anticipated: 14 Nov 2025 (or earlier/later by mutual agreement).
• Ownership Post‑RTO (without Agents’ Option):
• Hochschild – 70.8%
• Current Railtown shareholders – 6.3%
• New investors – 22.9%
• Ownership Post‑RTO (if Agents’ Option fully exercised):
• Hochschild – 66.7%
• Current Railtown shareholders – 6.3%
• New investors – 27%
• Amended & Restated Definitive Business Combination Agreement (dated 7 Nov 2025):
• Updates financing terms, share consolidation ratios, board composition, warrant exchange mechanics, and extends outside date to 31 Dec 2025.
• Board Changes: New directors to be appointed at Railtown’s AGM on 12 Nov 2025 (Fausto Di Trapani, Greg McCunn, Eduardo Noriega, Nicolas Hochschild, Jill Gardiner) conditional on the RTO; Claudia Tornquist to resign and become Interim CFO of the Resulting Issuer.
• Shareholder Meeting: Railtown’s annual general & special meeting scheduled 12 Nov 2025; proxy deadline 10 Nov 2025 5:00 p.m. VST.

Notable Quotes

“We are very pleased to have achieved strong institutional and high‑net‑worth investor support for this financing… the refined structure of the Offering enhances alignment and broadens participation, while the addition of a half‑warrant rewards long‑term investors who share our conviction in the Volcan Project,” – Fausto Di Trapani, incoming CEO of the Resulting Issuer.