Mr. Chris Taylor reports

RAILTOWN ANNOUNCES CHANGE IN FINANCIAL YEAR-END

Railtown Capital Corp. has changed its financial year-end from Nov. 30 to Dec. 31. The change in the company's financial year-end from Nov. 30 to Dec. 31 was made by the company to align the company's financial year-end with that of Tiernan Gold Corp. as of the closing of Tiernan's proposed reverse takeover of the company, 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 have a financial year-end of Dec. 31.

Accordingly, the resulting issuer will report audited financial results for a 13-month transition year ended Dec. 31, 2025 (with a comparative period of the 12 months ended Nov. 30, 2024) and will report interim financial results for the fiscal quarters ending on the last day of March, June and September, 2026 (with comparative periods of the fiscal quarters ending on the last day of February, May and August, 2025, respectively). Thereafter, the resulting issuer will continue using a customary financial reporting calendar based on a Dec. 31 year-end, with fiscal quarters ending on the last day of March, June and September each year.

For further details regarding the length and ending dates of the financial periods, including the comparative periods of the interim and annual financial statements to be filed for the company's transition year and its new financial year, reference is made to the notice of change of financial year-end filed by the company under the company's issuer profile on SEDAR+ pursuant to Section 4.8 of National Instrument 51-102 (Continuous Disclosure Obligations).

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, among Railtown, Tiernan and 1559261 B.C. Ltd. (Subco), a wholly owned subsidiary of Railtown, and the joint news releases of Railtown and Tiernan dated Sept. 3, Oct. 6, Oct. 21, Nov. 10 and Nov. 18, 2025, as well as the news release of Railtown dated Oct. 27, 2025, each of which is available under the company's issuer profile on SEDAR+. 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 under the company's issuer profile on SEDAR+.

Cautionary statements

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX Venture Exchange 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.

Investors are cautioned that, except as disclosed in the management information circular of the company dated Oct. 16, 2025, or the 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.

About Railtown Capital Corp.

Railtown Capital was incorporated under the Business Corporations Act (British Columbia) on June 22, 2020. Railtown is listed on the TSX Venture Exchange and classified as a capital pool company as defined by Policy 2.4. Railtown's objective is to complete a qualifying transaction as defined under 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.

Subco 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. 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.