(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - November 10, 2025) - Tiernan Gold Corp. (" Tiernan "), a wholly owned subsidiary of Hochschild Mining PLC (LSE: HOC) (OTCQX: HCHDF) (" Hochschild ") and Railtown Capital Corp. (TSXV: RLT.P) (" Railtown ") are pleased to provide an update on the previously announced proposed brokered best-efforts private placement of subscription receipts (the " Tiernan Subscription Receipts ") for aggregate gross proceeds of approximately $65 million (the " Offering ") and other matters relating to Tiernan's proposed reverse-takeover of Railtown (the " Proposed Transaction " or " RTO "), which is expected to constitute the "Qualifying Transaction" of Railtown under TSX Venture Exchange (" TSXV ") Policy 2.4 - Capital Pool Companies. Upon completion of the Proposed Transaction, the combined entity will be named "Tiernan Gold Corp." (the " Resulting Issuer ") and will focus on advancing Tiernan's flagship Volcan gold project located in Chile's Maricunga region (the " Volcan Gold Project " or the " Project ").

All dollar figures in this release are Canadian dollars unless otherwise stated.

Update to Terms of Previously Announced Subscription Receipt Financing

The Offering is expected to be completed on revised terms compared to those announced on October 6, 2025, reflecting feedback received during the marketing process and broader market conditions. Under the updated structure, each Tiernan Subscription Receipt is proposed to be issued at $5.00 per Tiernan Subscription Receipt, compared to $7.50 previously, and on exercise the holder would also receive one-half of one common share purchase warrant, each whole warrant (a " Tiernan Warrant ") exercisable at $6.50 for a period of 24 months following closing of the Offering. Tiernan believes the refined structure enhances investor alignment, broadens participation, and provides additional long-term value potential for shareholders as Tiernan advances toward its public listing.

The Offering has attracted strong cornerstone institutional and strategic participation in addition to approximately $7 million from Tiernan's President's List.

Highlights of the Offering

• Offering of Subscription Receipts: The Tiernan Subscription Receipts will be created and governed pursuant to a subscription receipt agreement (the " Tiernan Subscription Receipt Agreement ") to be entered into in connection with the Offering and will be automatically exercisable into one common share of Tiernan (a " Tiernan Share ") and one-half of one Tiernan Warrant upon satisfaction of the escrow release conditions and other terms and conditions to be set out in the Tiernan Subscription Receipt Agreement. Each Tiernan Warrant will be exercisable into one Tiernan Share at $6.50 for a period of 24 months following the date of the closing of the Offering.
• Subscription Price: $5.00 per Tiernan Subscription Receipt.
• Offering Proceeds: Gross proceeds of $55 million, inclusive of up to $40 million from the Treasury Offering (as defined below) and up to $15 million from the Secondary Offering (as defined below).
• Agents' Option: The Agents will be granted an option (the " Agents' Option ") to increase the size of the Secondary Offering by up to $10 million (approximately 18%), in whole or in part, at any time and from time to time, exercisable up to 48 hours prior to closing of the Offering. Proceeds of the Secondary Shares comprising the Tiernan Subscription Receipts sold under the Agents' Option would be used to further reduce the number of Tiernan Shares owned by Hochschild.
• Structure: The Tiernan Shares issuable on exercise of the Tiernan Subscription Receipts will come from a combination of: (a) Tiernan Shares newly issued from treasury (the " Treasury Shares "), and (b) Tiernan Shares previously issued by Tiernan and currently held by a subsidiary of Hochschild (the " Secondary Shares "). The Tiernan Warrants issuable on exercise of the Tiernan Subscription Receipts will come from warrants newly issued by Tiernan from treasury (the " Treasury Warrants "). For purposes hereof, " Treasury Offering " shall include the offering of Treasury Shares and Treasury Warrants and " Secondary Offering " shall include the offering of Secondary Shares and Treasury Warrants.
• Syndicate: The Offering is being carried out by a syndicate of agents co-led by Canaccord Genuity Corp. (" Canaccord ") (sole bookrunner) and BMO Capital Markets (together with Canaccord, the " Co-Lead Agents ") and including Raymond James Ltd. and Haywood Securities Inc. (collectively, the " Agents ").
• Use of Proceeds: Net proceeds from the Treasury Offering are anticipated to be used to advance the Project, to cover transactional related expenses associated with the RTO and the Offering, to repay inter-company debt owed to a subsidiary of Hochschild, for working capital, and for general corporate purposes.
• Closing Date: The Offering is anticipated to close on November 14, 2025 or as mutually agreed to by Tiernan and the Co-Lead Agents.

"We are very pleased to have achieved strong institutional and high-net-worth investor support for this financing. The refined structure of the Offering enhances alignment and broadens participation, while the addition of a half-warrant rewards long-term investors who share our conviction in the Volcan Project," said Fausto Di Trapani, incoming Chief Executive Officer of the Resulting Issuer. "Our approach has been responsive to feedback and adapting to market conditions. Upon the closing of the proposed Offering and the RTO, the Resulting Issuer would be well positioned, with a strong foundation, to advance the Volcan Project."

Based on the revised terms of the Offering, the Resulting Issuer will have an ownership structure of 70.8% Hochschild, 6.3% current Railtown shareholders and 22.9% new investors under the Offering (without exercise of the Agents' Option). In the event that the Agents' Option is fully exercised, the Resulting Issuer will have an ownership structure of 66.7% Hochschild, 6.3% current Railtown shareholders and 27% new investors.

Updated to Terms of the Definitive Agreement

In connection with the update to the terms of the Offering, Tiernan, Railtown and 1559261 B.C. Ltd. (" Subco "), a wholly owned subsidiary of Railtown, entered into an amended and restated definitive business combination agreement dated November 7, 2025 (the " Amended and Restated Definitive Agreement "), which amends and restates the business combination agreement dated October 6, 2025 among Tiernan, Railtown and Subco that sets out the terms and conditions of the Proposed Transaction.

The Amended and Restated Definitive Agreement reflects, among others, changes to: (a) the terms of the Offering (as summarized above); (b) the ratios in connection with the consolidations of the Tiernan Shares and the common shares of Railtown to be carried out prior to the completion of the Proposed Transaction (and without giving effect to the Offering), resulting in (i) the current shareholders of Railtown holding approximately 3,000,000 common shares of the Resulting Issuer (the " Resulting Issuer Shares ") (on a fully diluted basis) and (ii) Hochschild holding 37,000,000 Resulting Issuer Shares; (c) the reconstitution of the management and board of directors of the Resulting Issuer (as set out below); (d) the mechanics relating to the exchange of Tiernan Warrants for common share purchase warrants of the Resulting Issuer; and (e) the outside date of the Proposed Transaction being extended from November 28 to December 31, 2025.

Update Relating to Board of Directors of the Resulting Issuer and Upcoming Meeting of Shareholders of Railtown

As announced on October 27, 2025, Railtown will be holding its annual general and special meeting of shareholders (the " Meeting ") on November 12, 2025. In connection with the Meeting, Railtown mailed to its shareholders a notice of meeting and management information circular (the " Circular "), each dated October 16, 2025, a form of proxy, and other proxy-related materials (collectively, the " Meeting Materials ").

The Meeting Materials contemplate an ordinary resolution to appoint each of Fausto Di Trapani, Greg McCunn, Eduardo Noriega, Nicolas Hochschild and Jill Gardiner as directors of Railtown effective as of the closing of the Proposed Transaction (as defined in the Circular) and conditional upon the resignation of certain of the Incumbent Directors (as defined in the Circular) as directors of Railtown, including Adam Schatzker (the " New Director Resolution "). Railtown announces that it wishes to amend the New Director Resolution to provide that the resolution will be conditional on Claudia Tornquist resigning as a director upon the closing of the Proposed Transaction, instead of Adam Schatzker. The New Director Resolution will otherwise be unchanged.

Adam Schatzker is a mining executive with over 25 years of experience spanning corporate development, capital markets, and project evaluation across base, battery, and precious metals. Most recently Vice President, Corporate Development at Canada Nickel Company, he led government funding initiatives securing three government grants to advance the Crawford Nickel Sulphide Project, and the corporate development activities for carbon-related businesses. His career includes senior roles with RBC Capital Markets, Research Capital, Waterton Global, and Uranium One. In these roles, he built deep expertise in valuation, strategy, capital markets, and financing for resource companies. Adam holds an MBA and B.Sc. (Geology) from the University of Toronto.

As a result, assuming the election of the Incumbent Directors and the passage of the New Director Resolution at the Meeting and the closing of the Proposed Transaction: (a) Chris Taylor and Adam Schatzker shall remain on the board of directors of Railtown; (b) Claudia Tornquist, Jeff Sundar and Cameron White shall each resign as directors of the Resulting Issuer; and (c) each of Fausto Di Trapani, Greg McCunn, Eduardo Noriega, Nicolas Hochschild and Jill Gardiner, shall become directors of the Resulting Issuer.

Shareholders are reminded that proxies may be delivered at any time prior to 5:00 p.m. (Vancouver time) on Monday, November 10, 2025, in the manner set out in the Meeting Materials.

Upon the closing of the Proposed Transaction, Claudia Tornquist would serve as the Interim Chief Financial Officer of the Resulting Issuer.

Additional Information

For additional information relating to the terms of the Proposed Transaction, please refer to a copy of the Amended and Restated Definitive Agreement, the joint news releases dated September 3, October 6, and October 21, 2025, as well as the news release of Railtown dated October 27, 2025, each of which is or will be available on SEDAR+ () under Railtown's issuer profile. In addition, more information relating to the Proposed Transaction and the Resulting Issuer will be available in the filing statement to be filed in due course on SEDAR+ () under Railtown's issuer profile.

Cautionary Statements

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

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