Tiernan completes QT, to resume trading Dec. 19

Executive Summary

• Tiernan Gold Corp. (formerly Railtown Capital Corp.) completed its qualifying transaction and reverse takeover on December 16, 2025, becoming a publicly listed Tier 1 mining issuer on the TSX Venture Exchange under the ticker symbol TNGD.
• Trading is expected to resume on or about December 19, 2025, following final TSX-V bulletin issuance. The company holds a 100% interest in the Volcan gold project in Chile's Maricunga belt.
• The transaction involved a complex three-cornered amalgamation, share consolidations, and the conversion of subscription receipts into common shares and warrants. Hochschild Mining Holdings Ltd. (HM Holdings) now holds approximately 69.8% of outstanding shares.

Key Details

• Transaction Structure: Completed via a three-cornered amalgamation under the Business Corporations Act (British Columbia), resulting in Railtown acquiring all issued and outstanding common shares of Tiernan PrivateCo in exchange for common shares of Railtown.
• Share Consolidation (Railtown):
  • Consolidated 19,526,880 common shares at a ratio of 1 new share for every 7.0916667 existing shares, resulting in 2,753,498 post-consolidation shares.
  • Consolidated 1,275,000 options to 179,788 options.
  • Consolidated 473,120 warrants to 66,715 warrants.
• Share Consolidation (Tiernan PrivateCo):
  • Consolidated 99,312,155 common shares at a ratio of 1 new share for every 2.6841123 existing shares, resulting in a post-consolidation fully diluted share count of 37 million.
• Subscription Receipt Financing Conversion:
  • 11,670,200 subscription receipts (from a brokered best-effort private placement closed Nov 18, 2025) automatically converted into:
    • 11,670,200 common shares (8 million from treasury, 3,670,200 from secondary holdings of HM Holdings).
    • 5,835,100 common share purchase warrants.
• Exchange of Securities:
  • 45 million Tiernan PrivateCo common shares exchanged for 45 million Railtown common shares (1:1 ratio).
  • 5,835,100 Tiernan PrivateCo warrants exchanged for 5,835,100 Railtown common share purchase warrants (1:1 ratio).
• Post-Transaction Capitalization:
  • Common Shares: 47,753,498 issued and outstanding.
  • Options: 179,788 options to purchase common shares.
  • Warrants: 5,901,815 warrants to purchase common shares.
• Escrow Exemptions:
  • TSX-V confirmed eligibility for exemption from principal escrow requirements under Policy 5.4 due to expected market capitalization exceeding $100 million.
  • Waiver received for prescribed capital pool company escrow release schedule, allowing early release of all securities subject to escrow agreements effective upon the final TSX-V bulletin.
• Ownership and Control:
  • Hochschild Mining Holdings Ltd. (HM Holdings) holds 33,329,800 common shares.
  • This represents approximately 69.8% of outstanding common shares on a non-fully diluted basis and 61.9% on a fully diluted basis.
  • HM Holdings acquired shares for investment purposes with no current intention to change ownership levels, though it may acquire or sell shares in the future.
• Board and Management:
  • Board consists of seven directors: Fausto Di Trapani (CEO), Jill Gardiner (Chair), Christopher Taylor, Greg McCunn, Adam Schatzker, Eduardo Noriega, and Nicolas Hochschild.
  • Claudia Tornquist serves as interim CFO.
  • Ms. Gardiner, Mr. McCunn, Mr. Noriega, and Mr. Hochschild are nominees of HM Holdings.

Notable Quotes

• Fausto Di Trapani, CEO: "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. Our focus is disciplined derisking of the Volcan gold project and creating long-term value through systematic advancement and clear technical milestones."