Railtown QT target Tiernan Gold closes $58.3M financing

Executive Summary

• Tiernan Gold Corp. has closed its brokered best-efforts private placement of subscription receipts, raising aggregate gross proceeds of $58,351,000.
• The financing is a condition to the proposed reverse takeover of Railtown Capital Corp., which will constitute a qualifying transaction under TSX Venture Exchange Policy 2.4. Upon completion, the combined entity will retain the name Tiernan Gold Corp. and focus on the Volcan gold project in Chile.
• Proceeds are held in escrow and will be released upon satisfaction of conditions, including TSX-V listing approval and completion of the reverse takeover. Net proceeds will be used to advance the Volcan project, cover transaction expenses, and repay intercompany debt.

Key Details

• Financing Structure: Brokered best-efforts private placement of Tiernan subscription receipts.
• Quantity Issued: 11,670,200 Tiernan subscription receipts.
• Gross Proceeds: $58,351,000 total.
  • $40,000,000 from treasury offering.
  • $18,351,000 from secondary offering (including $3,351,000 from partial exercise of agent option for 670,200 additional receipts).
• Subscription Price: $5.00 per Tiernan subscription receipt.
• Conversion Terms: Each subscription receipt automatically converts into one (1) common share of Tiernan and one-half (0.5) of one common share purchase warrant.
• Warrant Terms: Each warrant is exercisable into one Tiernan share at an exercise price of $6.50 for a period of 24 months following closing.
• Use of Proceeds: Advancing the Volcan gold project, covering transactional expenses, repaying intercompany debt owed to Hochschild Mining Holdings Ltd. (HM Holdings), working capital, and general corporate purposes.
• Agents' Commission: 6.0% of gross proceeds ($3,017,460), deposited in escrow and released upon satisfaction of escrow release conditions.
  • Exemptions: No fee payable on subscriptions by the president's list (up to $7.01 million) or purchases by US accredited investors.
• Escrow Arrangement: Funds held by Odyssey Trust Company. Release conditions include TSX-V acceptance, shareholder approval (if required), and completion/waiver of conditions precedent to the proposed transaction.
• Escrow Deadline: If the proposed transaction does not close within 90 days of the release date, proceeds and interest are returned to subscription receipt holders.
• Shareholder Meeting Update: Railtown held its AGM on Nov. 12, 2025. 38.71% of shares were represented, and all resolutions were passed.

Notable Quotes

• None provided in the text.