Mr. Chris Taylor reports

TIERNAN GOLD CORP. ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED SUBSCRIPTION RECEIPT FINANCING AND UPDATE TO PROPOSED QUALIFYING TRANSACTION

Further to Tiernan Gold Corp., a wholly owned subsidiary of Hochschild Mining PLC, and Railtown Capital Corp.'s joint press releases dated Oct. 6, 2025, and Nov. 10, 2025, Tiernan has closed its brokered best-efforts private placement of subscription receipts of Tiernan, by issuing an aggregate of 11,670,200 Tiernan subscription receipts for aggregate gross proceeds of $58,351,000.

The offering was conducted in connection with, and as a condition to the closing of, Tiernan's proposed reverse takeover of Railtown, which is expected to constitute Railtown's qualifying transaction under TSX Venture Exchange Policy 2.4 -- Capital Pool Companies. Upon completion of the proposed transaction, the combined entity will be named Tiernan Gold Corp. and will focus on advancing Tiernan's flagship Volcan gold project located in Chile's Maricunga region.

Closing of subscription receipt financing

The offering was carried out pursuant to an agency agreement dated Nov. 18, 2025, among Canaccord Genuity Corp. (sole bookrunner) and BMO Capital Markets, Raymond James Ltd. and Haywood Securities Inc. (collectively, together with the co-lead agents, the agents), Tiernan, Hochschild Mining Holdings Ltd. (HM Holdings) and Railtown.

Highlights of the offering

• Offering of subscription receipts: The Tiernan subscription receipts are governed pursuant to the Tiernan subscription receipt agreement (as defined below) entered into in connection with the offering and are automatically exercisable into one common share of Tiernan and one-half of one common share purchase warrant of Tiernan upon satisfaction of the escrow release conditions and other terms and conditions set out in the Tiernan subscription receipt agreement. Each Tiernan warrant is 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 $58,351,000, inclusive of $40-million from the treasury offering (as defined below) and $18,351,000 from the secondary offering (as defined below), including $3,351,000 representing a partial exercise by the agents of an option to increase the size of the secondary offering by 670,200 Tiernan subscription receipts.
• 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, 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. 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.

The gross proceeds from the offering, less the agents' expenses paid at the closing of the offering (the escrowed funds), are being held in escrow by Odyssey Trust Company in accordance with a subscription receipt agreement dated Nov. 18, 2025, among Tiernan, HM Holdings, Canaccord and Odyssey, and will be released to Tiernan and HM Holdings, as applicable, upon satisfaction and/or waiver of certain escrow release conditions, including the receipt of all required approvals in connection with the offering, the proposed transaction and the listing on the TSX-V, the completion or irrevocable waiver or satisfaction of all conditions precedent to the proposed transaction, and the delivery of a joint notice to Odyssey by Tiernan and Canaccord confirming that the applicable conditions have been met or waived.

If the proposed transaction closes on or before 90 days from the date hereof, the escrowed funds will be released to Tiernan and HM Holdings, as applicable (provided that Tiernan will not receive any proceeds from the sale of the secondary shares and HM Holdings will only receive proceeds from the sale of the secondary shares under the offering).

If the proposed transaction fails to close by the escrow deadline or is terminated prior thereto, the gross proceeds and pro rata entitlement to interest earned on the escrowed funds will be paid to the holders of the Tiernan subscription receipts in accordance with the terms of the Tiernan subscription receipt agreement.

Tiernan anticipates using the net proceeds from the treasury offering (being the portion of the escrowed funds from the treasury offering less the agents' fee (as defined below)) to advance the project, to cover transactional related expenses associated with the proposed transaction and the offering, to repay intercompany debt owed to HM Holdings (a subsidiary of Hochschild), for working capital and for general corporate purposes.

Upon satisfaction of the escrow release conditions, each Tiernan subscription receipt will be automatically converted, without any further action by its holder, and for no additional consideration, into one Tiernan share and one-half of one Tiernan warrant. Concurrently with closing of the proposed transaction, each Tiernan share and each Tiernan warrant issued pursuant to conversion of the subscription receipts will be exchanged for one postconsolidation common share of Railtown and one postconsolidation common share purchase warrant of the resulting issuer, respectively.

In connection with the offering, Tiernan will pay to the agents a cash commission equal to 6.0 per cent of the gross proceeds raised in the offering, provided, however, that no agents' fee shall be payable to the agents in respect of (i) subscriptions by purchasers on the president's list of Tiernan to a maximum of up to $7.01-million) or (ii) purchases by a United States accredited investor. The agents' fee (in the amount of $3,017,460) has been deposited in escrow with Odyssey and will be released to the agents upon satisfaction and/or waiver of the escrow release conditions.

Update relating to meeting of shareholders of Railtown

Railtown held its annual general and special meeting of shareholders held on Nov. 12, 2025. A total of 7,549,250 common shares of Railtown were represented at the 2025 AGM, representing 38.71 per cent of Railtown's issued and outstanding common shares as at the record date for the 2025 AGM. Shareholders voted in favour of all matters brought before the 2025 AGM and all resolutions were duly passed. Each of the matters that were voted upon at the 2025 AGM are described in detail in Railtown's management information circular dated Oct. 16, 2025, which is available on Railtown's website, and as amended by Railtown's news release dated Nov. 7, 2025, filed under Railtown's SEDAR+ issuer profile.

Additional information

For additional information relating to the terms of the proposed transaction, please refer to the amended and restated business combination agreement dated Nov. 7, 2025, the joint news releases dated Sept. 3, Oct. 6, Oct. 21, and Nov. 10, 2025, as well as the news release of Railtown dated Oct. 27, 2025, each of which is available on SEDAR+ under the company'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, TSX-V acceptance and, if applicable pursuant to TSX-V 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.

About Tiernan Gold Corp.

Tiernan Gold is a corporation formed under the laws of the Province of British Columbia and a wholly owned indirect subsidiary of Hochschild Mining PLC, a public company existing under the laws of England and Wales. Tiernan is focused on the disciplined derisking of the Volcan project. The project is strategically located in the Atacama region of Chile, on the Maricunga gold belt, a jurisdiction that has a long-established history of mining with a number of operating mines, new mines under construction and major projects being developed.

About Railtown Capital Corp.

Railtown Capital was incorporated under the BCBCA on June 22, 2020. Railtown is listed on the TSX-V and classified as a capital pool company as defined by TSX-V 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.

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