Railtown Capital to hold AGM Nov. 12

Executive Summary

• Railtown Capital Corp. is holding its Annual General and Special Meeting on November 12, 2025, to address shareholder approvals related to a proposed business combination with Tiernan Gold Corp.
• Due to the Canada Post strike, the company is providing alternative voting methods (internet, fax, in-person) and relying on CSA regulatory exemptions for proxy material delivery.
• The meeting agenda includes electing current directors, appointing new directors effective upon the closing of the transaction, and approving new equity incentive plans.

Key Details

• Meeting Details:
  • Date: Wednesday, Nov. 12, 2025, at 9 a.m. Vancouver time.
  • Location: Bennett Jones LLP, Park Place, 666 Burrard St., Suite 2500, Vancouver, B.C.
  • Purpose: Annual General and Special Meeting of Shareholders.
• Proposed Transaction:
  • Business combination between Railtown Capital Corp. and Tiernan Gold Corp.
  • Trading in Railtown common shares is currently halted and will remain halted until completion of the transaction.
• Agenda Items & Resolutions:
  • Financials: Receive audited financial statements for the year ended Nov. 30, 2024.
  • Director Count (Pre-Closing): Set number of directors at five.
  • Director Count (Post-Closing): Increase number of directors to seven, conditional on the completion of the Tiernan Gold transaction.
  • Election of Directors (Effective immediately): Chris Taylor, Claudia Tornquist, Adam Schatzker, Jeff Sundar, and Cameron White.
  • Appointment of New Directors (Effective upon closing): Fausto Di Trapani, Greg McCunn, Eduardo Noriega, Nicolas Hochschild, and Jill Gardiner. This is conditional upon the resignation of Adam Schatzker, Jeff Sundar, and Cameron White.
  • Auditor: Reappoint MNP LLP as auditor.
  • Stock Option Plan: Reapprove the current stock option plan.
  • New Omnibus Plan: Authorize implementation of a new omnibus equity incentive plan to replace the current plan immediately following the transaction.
• Proxy & Voting Information:
  • Mailing Status: Notice of meeting, circular, and proxy materials were mailed on Oct. 22, 2025.
  • Regulatory Relief: Relying on CSA Coordinated Blanket Order 51-932 due to postal suspension.
  • Electronic Access: Materials available on SEDAR+ and the company website.
  • Voting Methods:
    • Internet (using control number from proxy form).
    • Fax or Email to Odyssey Trust Company (for registered shareholders).
    • In-person attendance.
  • Contact for Control Numbers: Odyssey Trust Company at 1-800-517-4553 or 1-778-938-5298.

Notable Quotes

• No direct quotes from executives were included in the text; the release is primarily informational and procedural.