Tiernan Gold Corp. Completes Qualifying Transaction and Prepares to Resume Trading on TSX Venture Exchange

Executive Summary

• Tiernan Gold Corp. completed its qualifying transaction, enabling the company to commence trading on the TSX Venture Exchange under ticker “TNGD” (expected Dec 19, 2025).
• The transaction involved a three‑cornered amalgamation, share consolidations for both Railtown and Tiernan PrivateCo, conversion of subscription receipts, and a name change from Railtown to Tiernan Gold Corp.
• Post‑transaction ownership is dominated by HM Holdings (≈69.8% non‑fully diluted, ≈61.9% fully‑diluted), with a total of 47,753,498 common shares outstanding and associated options/warrants.

Key Details

• Trading Commencement: Expected on or about Friday, Dec 19, 2025 under ticker “TNGD” (CUSIP 88650A105).
• Qualifying Transaction Structure:
• Railtown acquired all Tiernan PrivateCo common shares in exchange for Railtown common shares.
• Amended and restated Business Combination Agreement dated Nov 7, 2025 among Railtown, Tiernan Gold Corp. (subsidiary of Hochschild Mining PLC), and 1559261 B.C. Ltd. (Railtown subsidiary).
• Share Consolidations:
• Railtown: 19,526,880 shares consolidated at 1 new share per 7.0916667 old shares → post‑consolidation 2,753,498 shares.
• Options: 1,275,000 reduced proportionally to 179,788 options.
• Warrants: 473,120 reduced proportionally to 66,715 warrants.
• Tiernan PrivateCo: 99,312,155 shares consolidated at 1 new share per 2.6841123 old shares → post‑consolidation 37,000,000 fully‑diluted shares.
• Subscription Receipt Financing (Closed Nov 18, 2025):
• 11,670,200 subscription receipts automatically converted into:
  • 11,670,200 Tiernan PrivateCo common shares (8,000,000 from treasury; 3,670,200 secondary from HM Holdings).
  • 5,835,100 Tiernan PrivateCo common share purchase warrants.
• Amalgamations & Exchange of Securities:
• First amalgamation created “First Amalco.”
• Exchange: 45,000,000 Tiernan PrivateCo shares for 45,000,000 Railtown shares; 5,835,100 Tiernan warrants exchanged for equal number of Railtown warrants.
• Second amalgamation merged First Amalco with Railtown to form the new Railtown (now Tiernan Gold Corp.).
• Name Change: Railtown renamed “Tiernan Gold Corp.” following the transaction.
• Post‑Transaction Capital Structure (as of release):
• Common Shares outstanding: 47,753,498
• Options to purchase common shares: 179,788
• Warrants to purchase common shares: 5,901,815
• Escrow & Listing Requirements:
• TSX Venture granted exemption from Principal Escrow Requirements (Policy 5.4) based on expected market cap > $100 M at listing.
• Waiver obtained for CPC escrow release schedule under Policy 2.4, allowing early release of all securities subject to CPC escrow agreements upon final bulletin issuance.
• Board & Management Post‑Transaction:
• Board now seven directors: Fausto Di Trapani (CEO), Jill Gardiner (Chair), Christopher Taylor, Greg McCunn, Adam Schatzker, Eduardo Noriega, Nicolas Hochschild.
• HM Holdings nominees: Gardiner, McCunn, Noriega, Hochschild.
• Interim CFO: Claudia Tornquist.
• Early Warning Disclosure:
• HM Holdings (subsidiary of Hochschild Mining PLC) holds 33,329,800 common shares → ~69.8% non‑fully diluted, ~61.9% fully‑diluted.
• No current intention to change its ownership level; may transact in the future.

Notable Quotes

• Fausto Di Trapani, CEO & Director: “The commencement of trading marks a major milestone for Tiernan. We enter the public markets with a strong balance sheet and a high‑quality gold asset in one of the world’s most prolific gold belts.”