RTO Transaction Proposed Between Hochschild's Tiernan Gold and Railtown Capital; Fausto Di Trapani to Be Named CEO of Resulting Issuer

Executive Summary

• Tiernan Gold Corp. (a subsidiary of Hochschild Mining PLC) and Railtown Capital Corp. (a TSXV-listed capital pool company) have entered into a Letter of Intent (LOI) for a reverse takeover transaction.
• The transaction involves Railtown acquiring 100% of Tiernan’s securities in exchange for Railtown securities, resulting in a "Qualifying Transaction" under TSXV Policy 2.4.
• The resulting entity will be listed as a "Tier 1" company on the TSXV in the mining industry, with a targeted closing date of November 2025.
• The release includes significant technical data for the Volcan Project, including an updated Preliminary Economic Assessment (PEA) showing a US$1.5 billion post-tax NPV and a Mineral Resource Estimate of 9.8 million ounces of gold in Measured and Indicated categories.

Key Details

• Transaction Structure: Railtown to acquire all issued and outstanding securities of Tiernan.
• Ownership Split: Pro forma ownership on a fully diluted basis (prior to Concurrent Equity Financing) is approximately 13% for Railtown shareholders and 87% for Tiernan shareholders.
• Management Changes:
  • Fausto Di Trapani to be named CEO of the Resulting Issuer (currently CFO of MAG Silver).
  • Initial Board of Directors: Chris Taylor, Claudia Tornquist (Railtown); Eduardo Noriega, Nicolas Hochschild, Greg McCunn (Hochschild/Tiernan). Two additional directors to be named.
• Closing Conditions: Subject to TSXV approval, shareholder approval (if required), completion of a Concurrent Equity Financing, and execution of a definitive agreement.
• Cash Position: Upon completion, the Resulting Issuer will have approximately $15 million in cash (prior to Concurrent Equity Financing).
• Volcan Project Mineral Resource Estimate (Effective July 22, 2022):
  • Measured & Indicated: 463.3 million tonnes at 0.66 g/t Au for 9.8 million ounces of gold.
  • Inferred: 75.0 million tonnes at 0.516 g/t Au for 1.2 million ounces of gold.
• Preliminary Economic Assessment (PEA) Highlights (Effective July 15, 2025):
  • Gold Price Assumption: US$2,400/oz.
  • Post-Tax NPV (5%): US$1.5 billion.
  • Post-Tax IRR: 29%.
  • Mine Life: 14 years.
  • Production: Average 332,000 oz/year for first 10 years; 3.8 million oz total over mine life.
  • Capital Costs: Initial Capex US$1,019 million; Sustaining Capex US$320 million.
  • Operating Costs: Cash Cost US$1,002/oz; AISC US$1,094/oz.
• Royalty: Includes a 1.5% NSR royalty sold to Franco Nevada for US$15 million in July 2023.
• Trading Status: Trading of Railtown common shares has been halted pending TSXV documentation and completion of the transaction.

Notable Quotes

• "The Volcan Project is a high-margin, large-scale project in a well-known mining district... We are very excited to partner with Hochschild in developing this high-quality gold project." — Chris Taylor, CEO of Railtown
• "Hochschild has been working for several years to update the Project engineering and economics and prepare Tiernan for a go-public transaction. We are very pleased to have found a high-quality partner to bring this exciting Project to market." — Greg McCunn, CEO of Tiernan