Railtown Capital to hold AGM Nov. 12

Mr. Chris Taylor reports RAILTOWN ANNOUNCES ARRANGEMENTS TO ADDRESS THE MAILING DELAYS RESULTING FROM THE CANADA POST STRIKE AND POSTAL SUSPENSION Due to the recent suspension of mail service in Canada as a result of labour action by the Canadian Union of Postal Workers, delivery of proxy-related materials to shareholders may be delayed, in connection with Railtown Capital Corp.'s coming annual general and special meeting of shareholders being held on Wednesday, Nov. 12, 2025. The company wishes to advise its shareholders of alternative ways to submit proxies and voting instructions. The meeting is scheduled to take place on Wednesday, Nov. 12, 2025, at 9 a.m. Vancouver time, and will be held at the offices of the Railtown's legal counsel, Bennett Jones LLP, Park Place, 666 Burrard St., Suite 2500, Vancouver, B.C., V6C 2X8, as disclosed in the management information circular dated Oct. 16, 2025, for the following purposes: Financial statements and auditor's report: to receive the audited financial statements of the company for the financial year ended Nov. 30, 2024, and the report of the auditor thereon; Number of directors: to set the number of directors of the company at five; Number of directors upon closing of the proposed transaction: to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to increase the number of directors of the company to seven, conditional upon and effective as of the completion of the proposed business combination between the company and Tiernan Gold Corp. as more fully described in circular; Election of directors: to elect Chris Taylor, Claudia Tornquist, Adam Schatzker, Jeff Sundar and Cameron White as the directors of the company, effective as of the date of the meeting; New directors: to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to appoint each of Fausto Di Trapani, Greg McCunn, Eduardo Noriega, Nicolas Hochschild and Jill Gardiner as directors of the company, effective as of the closing of the proposed transaction and conditional upon the resignation of each of Adam Schatzker, Jeff Sundar and Cameron White as directors of the company; Appointment of auditor: to reappoint MNP LLP, chartered professional accountants, as auditor of the company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor; Current option plan: to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to reapprove the company's stock option plan, as more particularly described in the circular; New omnibus plan: to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution authorizing the implementation of a new omnibus equity incentive plan to take effect and replace the current option plan immediately following and conditional upon the completion of the proposed transaction, as more particularly described in the circular; and Other matters: to transact such other matters as shall properly come before the meeting or as may be required by the TSX Venture Exchange to give effect to the proposed transaction. While the postal suspension and rotating strikes continue, mail delivery has partially been resumed, and, as a result, the company completed the mailing of the notice of meeting, circular, form of proxy and all other proxy-related materials on Oct. 22, 2025. However, there can be no assurance that the meeting materials will be received by all shareholders prior to the meeting. As a result, Railtown is relying on the temporary relief available to reporting issuers pursuant to the Canadian Securities Administrators Coordinated Blanket Order 51-932 (Temporary Exemption from Requirements) in National Instrument 51-102 (Continuous Disclosure Obligations) and National Instrument 54-101 (Communication with Beneficial Owners of Securities of a Reporting Issuer to Send Certain Proxy-Related Materials During a Postal Suspension). The company has satisfied all conditions necessary to rely on, and is relying on, the exemption provided by the blanket order. Electronic copies of the meeting materials have been filed and are available under Railtown's SEDAR+ profile and are posted under the heading annual general and special meeting on the company's website. Shareholders who have not received the meeting materials by mail are encouraged to access the electronic copies on Railtown's SEDAR+ profile or under the heading annual general and special meeting on the company's website. Shareholders may also request an electronic version directly from the company at [email protected] or 1-778-938-5298. Copies of the meeting materials will be provided by e-mail, at no charge, to any shareholder who requests them prior to the meeting date. Shareholders who do not receive physical delivery of the form of proxy or a voting instruction form by mail due to the postal suspension can vote using one of following methods: Provided you are a registered shareholder or a non-objecting beneficial owner, voting on the Internet using the control number printed on your form of proxy or voting instruction form prior to the close of business (Vancouver time) on the last business day prior to the date of the meeting or any adjournment thereof (registered shareholders or non-objecting beneficial owners who require their voting control numbers may obtain the voting control numbers by calling Odyssey Trust Company at 1-800-517-4553 (toll-free in North America) or 416-263-9524 (international direct dial)); Provided you are a registered shareholder, by duly completing, signing and depositing the form of proxy to Odyssey Trust Company by fax within North America at 1-800-517-4553 or by e-mail to [email protected], prior to the close of business (Vancouver time) on the last business day prior to the date of the meeting or any adjournment thereof (registered shareholders who require their voting control numbers may obtain the voting control numbers by calling Odyssey Trust at 1-800-517-4553 (toll-free in North America) or 416-263-9524 (international direct dial)); or Attending the meeting in person and voting at the meeting. About Railtown Capital Corp. Railtown Capital was incorporated under the B.C. Business Corporations Act on June 22, 2020. Railtown is listed on the TSX Venture Exchange and classified as a capital pool company as defined by TSX Venture Exchange Policy 2.4. Railtown's objective is to complete a qualifying transaction as defined under TSX-V Policy 2.4 by identifying and evaluating potential business acquisitions and to subsequently negotiate acquisition or participation agreements subject to regulatory and shareholder approvals. The shares in Railtown were listed on the TSX-V on Feb. 1, 2021, under the trading symbol RLT.P. Its head office is in Vancouver, B.C. 1559261 B.C. Ltd., a wholly owned subsidiary of Railtown, was incorporated under the BCBCA on Oct. 2, 2025. Trading in the common shares of Railtown is currently halted and will remain halted until completion of the proposed transaction with Tiernan. Railtown does not intend to apply to the TSX-V for reinstatement of trading of the common shares of Railtown at this time. We seek Safe Harbor.