Vancouver, British Columbia--(Newsfile Corp. - November 18, 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 announce that, further to their joint press releases dated October 6, 2025 and November 10, 2025, Tiernan has closed its brokered best-efforts private placement of subscription receipts (the "Tiernan Subscription Receipts") of Tiernan (the "Offering"), by issuing an aggregate of 11,670,200 Tiernan Subscription Receipts for aggregate gross proceeds of C$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 (the "Proposed Transaction"), which is expected to constitute Railtown's qualifying transaction 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.

Closing of Subscription Receipt Financing

The Offering was carried out pursuant to an agency agreement dated November 18, 2025 among Canaccord Genuity Corp. ("Canaccord") (sole bookrunner) and BMO Capital Markets (together with Canaccord, the "Co-Lead Agents"), 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 (a "Tiernan Share") and one-half of one common share purchase warrant of Tiernan (each whole warrant, a "Tiernan Warrant") 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: C$5.00 per Tiernan Subscription Receipt

• Offering Proceeds: Gross proceeds of $58,351,000, inclusive of $40,000,000 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 (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.

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 ("Odyssey") in accordance with a subscription receipt agreement dated November 18, 2025 among Tiernan, HM Holdings, Canaccord and Odyssey (the "Tiernan Subscription Receipt Agreement"), and will be released to Tiernan and HM Holdings, as applicable, upon satisfaction and/or waiver of certain escrow release conditions (the "Escrow Release Conditions"), including the receipt of all required approvals in connection with the Offering, the Proposed Transaction and the listing on the TSXV, 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 "Escrow Deadline"), 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)) (the "Net Proceeds") to advance the Project, to cover transactional related expenses associated with the Proposed Transaction and the Offering, to repay inter-company 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 post-consolidation common share of Railtown and one post-consolidation 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% of the gross proceeds raised in the Offering (the "Agents' Fee"), 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 $7,010,000) or (ii) purchases by a U.S. 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 November 12, 2025 (the "2025 AGM"). A total of 7,549,250 common shares of Railtown were represented at the 2025 AGM, representing 38.71% 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 October 16, 2025, which is available on Railtown's website at www.railtowncapitalcorp.com, and as amended by Railtown's news release dated November 7, 2025 filed under Railtown's SEDAR+ issuer profile at www.sedarplus.ca.

Additional Information

For additional information relating to the terms of the Proposed Transaction, please refer to the Amended and Restated Business Combination Agreement dated November 7, 2025, the joint news releases dated September 3, October 6, October 21, and November 10, 2025, as well as the news release of Railtown dated October 27, 2025, each of which is available on SEDAR+ (www.sedarplus.ca) 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+ (www.sedarplus.ca) 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.

On behalf of Tiernan Gold Corp.
Greg McCunn, CEO and Director

On behalf of Railtown Capital Corp.
Chris Taylor, CEO and Director

About Tiernan Gold Corp.

Tiernan Gold Corp. is a corporation formed under the laws of the Province of British Columbia and a wholly-owned indirect subsidiary of Hochschild Mining PLC (LSE: HOC) (OTCQX: HCHDF), a public company existing under the laws of England and Wales. Tiernan is focused on the disciplined de-risking 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 Corp. was incorporated under the BCBCA on June 22, 2020. Railtown is listed on the TSXV and classified as a capital pool company as defined by TSXV Policy 2.4. Railtown's objective is to complete a "Qualifying Transaction" as defined under TSXV 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 TSXV on February 1, 2021 under the trading symbol "RLT.P". Its head office is in Vancouver, British Columbia.

1559261 B.C. Ltd., a wholly owned subsidiary of Railtown, was incorporated under the BCBCA on October 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 TSXV for reinstatement of trading of the common shares of Railtown at this time.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this news release only, and neither Railtown nor Tiernan assumes any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this news release includes, but is not limited to, statements with respect to: the Proposed Transaction and the Offering, including, but not limited to, with respect to the Proposed Transaction qualifying as a "Qualifying Transaction", the anticipated use of proceeds of the Offering, satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds, the anticipated consideration payable in respect of the Proposed Transaction, the anticipated closing of the Proposed Transaction, the anticipated receipt of applicable board, shareholder, regulatory and stock exchange approvals with respect to the Proposed Transaction, and the anticipated preparation of a management information circular or filing statement with respect to the Proposed Transaction; Railtown, including, but not limited to, with respect to trading of its common shares; Tiernan, including, but not limited to, with respect to its financial results; the Resulting Issuer, including, but not limited to, with respect to the anticipated composition of the board of directors and management of the Resulting Issuer, the anticipated cash balance of the Resulting Issuer, the anticipated financing and trading dates of the Resulting Issuer, the anticipated ownership and business of the Resulting Issuer; and the Project, including, but not limited to, inferred, indicated or measured mineral resources or mineral reserves on and anticipated costs and other economics associated with the Project, including, but not limited to, the MRE and the PEA.

In making the forward-looking statements included in this news release, Railtown and Tiernan have applied several material assumptions, including that the Offering and Proposed Transaction will be completed on the terms disclosed herein, including, but not limited to, that: the satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds will be as anticipated; the aggregate gross proceeds to be raised under the Offering and the consideration payable in respect of the Proposed Transaction, will be as anticipated; the terms of the Railtown Consolidation and the approvals related thereto will be as anticipated; the effecting of the First Amalgamation and Second Amalgamation will be as anticipated; the closing of the Proposed Transaction will be as anticipated; all applicable board, shareholder, regulatory and stock exchange approvals with respect to the Proposed Transaction will be received; a waiver of the TSXV's sponsorship requirements will be obtained; if no exemptions from such requirements are available; that a filing statement with respect to the Proposed Transaction will be prepared; that the trading of Railtown's common shares will remain halted until the completion of the Proposed Transaction; that Tiernan's financial results are as anticipated; that the Resulting Issuer will be as anticipated, the financing and trading dates of the Resulting Issuer will be as anticipated, the anticipated ownership and business of the Resulting Issuer will be as anticipated; that the inferred, indicated or measured mineral resources or mineral reserves on and anticipated costs and other economics associated with the Project, including, but not limited to, the MRE and the PEA, are as anticipated; and neither company's financial condition and development plans change as a result of unforeseen events and that future metal prices and the demand and market outlook for metals will remain stable or improve.

Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Railtown and Tiernan to control or predict, that may cause either company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to the risks that: the Proposed Transaction will not be completed on the terms disclosed herein, including, but not limited to, that the consideration payable in respect of the Proposed Transaction will not be as anticipated, the closing date of the Proposed Transaction will not be as anticipated, the parties will not enter into an Investor Rights Agreement with respect to the Proposed Transaction, the closing of the Offering will not be completed; all applicable board, shareholder, regulatory and stock exchange approvals with respect to the Proposed Transaction are not received; a waiver of the TSXV's sponsorship requirements is not obtained; the trading of Railtown's common shares does not remain halted until the completion of the Proposed Transaction; Tiernan's financial results are not as anticipated; the Resulting Issuer is not as anticipated, including, but not limited to, that the composition of the board of directors and management of the Resulting Issuer is not as anticipated, the cash balance of the Resulting Issuer is not as anticipated, the financing and trading dates of the Resulting Issuer is not as anticipated, the anticipated ownership and business of the Resulting Issuer is not as anticipated; and that the inferred, indicated or measured mineral resources or mineral reserves on and anticipated costs and other economics associated with the Project, including, but not limited to, the MRE and the PEA, are not as anticipated; as well as the general risk factors related to exploration and development as are set out under the heading "Risk Factors" in Railtown's most recent management discussion and analysis filed under its issuer profile on SEDAR+ at www.sedarplus.ca.

There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Neither Railtown nor Tiernan undertakes to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

The information contained or referred to in this news release with respect to Tiernan and the Project has been provided by the management of Tiernan and is the responsibility of Tiernan. Management of Railtown has relied upon Tiernan for the accuracy of the information provided by Tiernan without independent verification.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/274940