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

Vancouver, British Columbia--(Newsfile Corp. - September 3, 2025) - Tiernan Gold Corp. ("Tiernan"), a wholly owned subsidiary of Hochschild Mining PLC (LSE: HOC) (OTCQX: HCHDF) ("Hochschild"), which is advancing the large-scale open-pit heap leach Volcan gold project located in the Maricunga Region of Chile (the "Volcan Project" or "Project"), and Railtown Capital Corp. (TSXV: RLT.P) ("Railtown"), a capital pool company, are pleased to announce that they have entered into a letter of intent (the "LOI") dated September 2, 2025. The LOI outlines the general terms and conditions pursuant to which Railtown and Tiernan expect to effect a business combination that will result in Railtown acquiring all of the issued and outstanding securities of Tiernan in exchange for securities of Railtown and will result in a reverse-takeover of Railtown by Tiernan (the "Proposed Transaction" or "RTO"). The Proposed Transaction will constitute the "Qualifying Transaction" of Railtown under the policies of the TSX Venture Exchange (the "TSXV"), as such term is defined in TSXV Policy 2.4 - Capital Pool Companies ("TSXV Policy 2.4"), such that upon completion of the Proposed Transaction, the entity resulting from the Proposed Transaction (the "Resulting Issuer") will meet the initial listing requirements of the TSXV as a "Tier 1" company in the mining industry and the business of Tiernan will become the business of the Resulting Issuer.

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

Key RTO Highlights

• Railtown to offer a ratio of common shares of Railtown for each issued and outstanding common share of Tiernan, resulting in a pro forma ownership split, on a fully diluted basis, of approximately 13% for Railtown shareholders and 87% for Tiernan shareholders in the Resulting Issuer (prior to giving effect to the Concurrent Equity Financing (as defined below)), subject to adjustment.
• Chris Taylor and Claudia Tornquist (Railtown) and Eduardo Noriega, Nicolas Hochschild and Greg McCunn (Hochschild) to form the initial board of directors following the RTO. One additional Hochschild nominee and an independent director will be named in due course.
• Fausto Di Trapani to be named CEO and is expected to assume full responsibility following completion of the Pan American Silver acquisition of MAG Silver where he is currently the Chief Financial Officer.
• Proposed Transaction targeted closing date of November 2025 following a special meeting of Railtown shareholders to approve matters relating to the RTO (if required) and TSXV approval.
• Upon completion, the Resulting Issuer will have approximately $15 million in cash (prior to giving effect to the Concurrent Equity Financing).

"The Volcan Project is a high-margin, large-scale project in a well-known mining district," stated Chris Taylor, current CEO of Railtown. "We are very excited to partner with Hochschild in developing this high-quality gold project. We are also very pleased to have recruited a seasoned mining executive in Fausto Di Trapani, who brings a track record of developing large-scale projects and executing value-creating transactions for shareholders. I look forward to joining the board of directors to support Fausto in his new role as CEO of the Resulting Issuer."

Key Volcan Project Highlights

• Mineral Resource Estimate ("MRE")¹ highlights large-scale resource:
  • 9.8 million ounces of gold contained in Measured and Indicated Resources (463.3 million tonnes of at 0.66 g/t gold); and
  • 1.2 million ounces of additional gold contained in Inferred Resources (75.0 million tonnes of at 0.516 g/t gold).
• Positive Preliminary Economic Assessment ("PEA")^[1] highlighted:
  • NPV (5%) = US$1.5 billion and IRR = 29% at US$2,400/oz gold price, after-tax;
  • average of 332,000 ounces of gold production per year for first 10 years of operations with 3.8 million ounces produced over the estimated mine life;
  • 22 million tonne per annum open-pit, heap leach operation with a 14-year mine life; and
  • AISC^[2] of US$1,094/oz sold, life of mine.

See "Cautionary Note Regarding PEA" below.

Greg McCunn, current CEO of Tiernan added: "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. We expect that the definitive agreement and related documentation will be executed and, subject to relevant regulatory approvals, Tiernan is expected to be fully financed and trading in November 2025."

Terms of the Proposed Transaction

Pursuant to the terms of the LOI, Railtown and Tiernan will negotiate and enter into a definitive agreement and other transaction documentation, incorporating the principal terms of the LOI. Upon completion of the Proposed Transaction, Railtown will have acquired 100% ownership of Tiernan and the business of Tiernan will become the business of the Resulting Issuer. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice on the part of both Railtown and Tiernan. There is no assurance that a definitive agreement will be successfully negotiated or entered into.

The Proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" within the meaning of TSXV Policy 2.4 and, as such, shareholder approval is not required (unless otherwise mandated by the TSXV or required under applicable corporate law).

Completion of the Proposed Transaction is subject to a number of conditions including the completion of a concurrent equity financing, the terms of which will be determined in the context of the market (the "Concurrent Equity Financing"), receipt of applicable board, shareholder, regulatory and stock exchange approvals (including the approval of the TSXV for the Proposed Transaction), completion of satisfactory due diligence, and the execution of the definitive agreement and related transaction documents.

Management and Board of Directors of the Resulting Issuer

Upon closing the Proposed Transaction, the management and board of directors of the Resulting Issuer shall be reconstituted to lead the development of the Volcan Project. The management team will be led by Fausto Di Trapani as Chief Executive Officer in addition to other management appointments to be determined. The board of directors will consist of Chris Taylor, Greg McCunn, Claudia Tornquist, Eduardo Noriega, Nicolas Hochschild and two additional directors to be determined (including the Chair).

Fausto Di Trapani - Incoming Chief Executive Officer
Mr. Di Trapani is a senior mining executive with over 20 years of international experience in corporate finance, strategy, and operations. He most recently served as Chief Financial Officer of MAG Silver Corp. (TSX: MAG) (NYSE American: MAG), where he advanced the company from late-stage developer to producer, strengthened business, communication and reporting processes, and drove multiple strategic initiatives at the Juanicipio Joint Venture with Fresnillo PLC. He also led investor relations and played a leading role in the US$2.1 billion acquisition of MAG by Pan American Silver. Over his career, he has been at the forefront of numerous debt and equity financings, contributed to M&A transactions totaling US$11 billion, and delivered major capital projects, including a 220koz-per-year gold mine in West Africa. He holds an Honours Bachelor of Accounting Sciences degree and is a member of the South African Institute of Chartered Accountants.

Chris Taylor - Director
Mr. Taylor is a mining entrepreneur with over 20 years of experience with both producers and exploration companies. He is currently CEO of Aquitaine Metals Corp., a high-grade gold and strategic metals exploration company focused on advancing its 100% owned Limousin project in Nouvelle-Aquitaine, France. Formerly he was President and Director of Great Bear Resources Ltd. from December 2010 until it was acquired by Kinross in December 2021 for $1.8 billion. He is also currently Chair of Kodiak Copper Corp. and formerly a geologist with Imperial Metals, Inc., a TSXV company from 2004 to 2009. He graduated with a Bachelor of Science honors degree in Earth Sciences in 2000, and a Master of Science degree in Structural Geology from Carleton University in 2003.

Greg McCunn - Director
Mr. McCunn is a Metallurgical Engineer with more than 30 years of experience in the international mining sector and an established track record operationally. He is currently Chief Executive Officer of Great Pacific Gold, a leading gold-copper development company focused on Papua New Guinea. As an executive, Mr. McCunn has had a leadership role putting three different mines into production, raised over $600 million in equity and debt financing from US and Canadian capital markets and completed over $1 billion in merger and acquisitions transactions. He has been the Chief Executive Officer of several NYSE and TSX listed companies, including Galiano Gold most recently. He holds a B.A.Sc. in Metals and Materials Engineering and Master of Business Administration (MBA).

Claudia Tornquist - Director
Ms. Tornquist is an experienced mining executive whose background includes business development, business evaluation, M&A and financing, at both multi-national companies and in the junior sector. She is currently CEO of TSXV-listed Kodiak Copper. Formerly, she was General Manager at Rio Tinto working with Rio Tinto's copper operations and also held the position of Executive Vice President Business Development for the streaming company Sandstorm Gold. She is also a director of American Lithium and Silver One Resources and former director of Kennady Diamonds, leading the $176m sale of the company to Mountain Province as Chair of the special committee of the board. She has a Master's Degree in Mechanical Engineering from the Technical University of Munich and an MBA from INSEAD.

Eduardo Noriega - Director
Mr. Noriega is the Chief Financial Officer of Hochschild Mining plc since his appointment in December 2021. He is actively involved in the definition and execution of Hochschild's growth strategy and has led several financing and M&A transactions. He joined the company in March 2007 and before his current role as CFO, he served as Head of Group Finance with responsibility for financial planning and controls, treasury, corporate finance, tax and accounting. Prior to joining Hochschild, he worked in various finance roles for Dell Inc., Union de Cervecerías Peruana Backus & Johnston and Del Mar Fishing Company. He is a graduate in Business Administration from Universidad del Pacifico and holds an MBA from the University of Texas.

Nicolas Hochschild - Director
Mr. Hochschild served on the board of Hochschild Mining plc as a Non-Executive Director between 2022 and 2023, before assuming his current role of VP of Planning and Business Development. In this role, he led the negotiations which resulted in the acquisition of the Monte do Carmo project from Cerrado Gold Inc. Prior to Hochschild, he previously worked as a Mergers and Acquisitions Associate at Forum Brands, a Venture Capital backed e-commerce aggregator founded out of Stanford University. He holds a B.Sc. in Mechanical Engineering and an M.Sc. in Management Science and Engineering, both from Stanford University.

Volcan Project

Highlights

• Completed an updated Mineral Resource Estimate ("MRE")³, which outlined:
  • 9.8 million ounces of gold contained in Measured and Indicated Resources (463.3 million tonnes of at 0.66 g/t gold); and
  • 1.2 million ounces of additional gold contained in Inferred Resources (75.0 million tonnes of at 0.516 g/t gold).
• Completed a positive Preliminary Economic Assessment ("PEA")^[3] in August 2025 in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), which highlighted:
  • NPV (5%) = US$1.5 billion and IRR = 29% at US$2,400/oz gold price, after-tax;
  • 22 million tonne per annum open-pit, heap leach operation with a 14-year mine life;
  • average of 332,000 ounces of gold production per year for first 10 years of operations with 3.8 million ounces produced over the estimated mine life;
  • initial capital cost of US$1,019 million, with life of mine sustaining capital an additional US$320 million; and
  • Cash Costs^[4] of US$1,002/oz and AISC^[5] of US$1,094/oz sold, life of mine.

See "Cautionary Note Regarding PEA" below.

Updated Preliminary Economic Assessment

Tiernan initially commissioned Ausenco Chile Limitada ("Ausenco") to compile a Preliminary Economic Assessment of the Volcan Project with an effective date of March 15, 2023, which was recently updated by Ausenco with an effective date of July 15, 2025 to take into account the following key changes:

• updated capital and operating costs data to Q2 2025;
• inclusion of the 1.5% NSR royalty sold to Franco Nevada for US$15 million in July 2023;
• updated copper and gold metal pricing to reflect current long-term consensus pricing; and
• updated Chilean tax model to reflect the new mining tax regime implemented in January 2024.

The MRE and PEA were prepared in accordance with NI 43-101. The responsibilities of the engineering companies who were contracted by Tiernan to prepare this report are as follows:

• Ausenco managed and coordinated the work related to the report, reviewed the metallurgical test results and developed PEA-level design and cost estimate for the process plant, general site infrastructure, environmental and economic analysis.
• Deswik Brazil ("Deswik") designed the mine pit, mine production schedule, and mine capital and operating costs.
• Micon International Limited ("Micon") completed the work related to geological setting, deposit type, exploration work, drilling, exploration works, sample preparation and analysis, data verification and developed the mineral resource estimate for the Volcan Project.
• Gestión Ambiental Consultores conducted a review of the environmental studies of the Volcan Project.

Overview

The Volcan Project was acquired by Hochschild in 2012 through the acquisition of Andina Minerals Inc. ("Andina"). The Volcan Project is located approximately 700 kilometers ("km") north of Santiago, the capital of Chile, approximately 170 km (by road) east of the mining and agricultural city of Copiapó and approximately 40 km west of the border with Argentina. The property is located in Region III (Atacama) of northern Chile in the Province of Copiapó and political subdivision of Comuna Tierra Amarilla.

The total area controlled comprising the Volcan Project is 45,289 hectares ("ha"), corresponding to the actual property boundaries. However, a title and claim search indicates that Tiernan, through its subsidiary Andina Minerals Chile SpA ("Andina Chile"), holds 55,172 ha because several areas have duplicate (overlapping) registered concessions under the various Chilean categories of mineral rights holdings. The 55,172 ha are made up of 55 mining properties, 139 exploration concessions and one exploration application owned by Andina.

Andina Chile owns water rights, which have been developed in two wells located approximately 21 km from the mineral resource area and 5 km east of the northern end corner of the Volcan concessions.

Mineral Resource Estimate

The MRE for the Volcan Project was prepared by Micon in accordance with the latest edition of the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council on May 10, 2014 (the "CIM Standards"). The tabulated mineral resources for the Volcan Project are set out in Table 1.

The mineral resources are considered as all potentially profitable blocks using the base case input parameters that are contained within the US$1,800/oz Au optimized open pit shell and below the topographic surface. The mineral resources are stated using the gold grades estimated by the Ordinary Kriging interpolation method and using capped metal grades.

The MRE is effective as of July 22, 2022. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

Micon has considered the mineral resource estimates in light of known environmental, permitting, legal, title, taxation, socio-economic, marketing, political and other relevant issues and has no reason to believe at this time that the mineral resources will be materially affected by these items.

Table 1: Mineral Resource Estimate for the Volcan Project, Effective Date July 22, 2022

Notes:

• The updated mineral resources are reported at a cut-off grade of 0.29 g/t gold for the Dorado Oeste (DO) and Dorado Este (DE) and are reported at a cut-off of 0.75 g/t for Dorado Central.
• The cut-off grade was calculated using a gold price of US$1,800 per ounce, mining cost is US$2.22 per tonne, rehandling cost is US$1.00 per tonne, heap leach cost is US$6.15 and G&A cost is US$1.40/tonne.
• The effective date of the updated mineral resource estimate is July 22, 2022. Tonnages and metal content in the table are rounded to the nearest thousand, thus, numbers may not total precisely due to rounding.
• The mineral resources are reported according to the latest edition of the CIM Standards. The CIM Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines which were adopted by the CIM Council on November 29, 2019 were used by the qualified persons in estimating the mineral resources.
• Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal title, market conditions and other modifying factors. At the time of the MRE report, the qualified persons were not able to determine any factors that would adversely impact the then-current mineral resource estimate.

Mining Methods

The mine layout and operation are based on the following criteria:

• two independent open-pit areas named Dorado Oeste/Central and Dorado Este, each one with a dedicated Non-Economic Rock Storage Facility;
• independent access from both pits to the mine run of mine (ROM)/crushing pad;
• low-grade stockpiling near the ROM/crushing pad; and
• 20-meter height benches.

The life of mine (LOM) runs for 14 years. The basis for the scheduling includes:

• plant feed of 60,000 tonnes per day;
• maximum 85 million tonnes of material movement per year; and
• low-grade stockpiling to increase head grade for initial years.

Metallurgical Test Work

Three major phases of test work were conducted. The first consisted of initial leach, flotation tests, and comminution tests to assess the potential of the Volcan Project. This early phase of work culminated in the NI 43-101 technical report entitled "Technical Report on the Results of the Pre-Feasibility Study on the Dorado Deposits, Volcan Gold Project, Region III, Chile" dated January 31, 2011 and the last technical report filed on SEDAR+ by Andina Minerals.

This was followed by more detailed work to optimize process conditions and considerations. Andina carried out a further phase of test work in 2010, 2011 and 2012 to support a potential feasibility study for the Project.

Following its acquisition of Andina in 2012, Hochschild undertook further rounds of metallurgical testing in 2017, to develop a geometallurgical model, and in 2020, to evaluate ore sorting technology and copper flotation, and also to determine gold recovery and reagent consumption (lime and cyanide).

Recovery Methods

The plant is designed to process material at a rate of 60,000 tonnes per day with an average head grade of 0.63 g/t of Au. The plant is designed to be operated 24 hours per day, 365 days per year.

The process plant includes the following units, processes, and facilities:

• primary crushing of ROM;
• overland conveyor system to transport coarse material;
• coarse material stockpile;
• secondary crushing and screening in closed circuit;
• tertiary crushing (HPGR);
• agglomeration and heap stacking;
• heap leach pad and ponds;
• sulphidisation, acidification, recycling, and thickening (SART) plant; and
• Adsorption, Desorption, and Recovery (ADR) - carbon-in-column (CIC), Desorption and Regeneration, and Refinery.

Environmental and Social Considerations

The Volcan Project is in the Andean highlands area of the Atacama Region, which is characterised by extreme environmental conditions for biotic development. In this area, hyper-arid conditions, intense solar radiation, high wind speeds and daily surface freezing of watercourses constitute adverse conditions for ecosystems. Human settlements are also scarce, due to the lack of available water resources and the hostile climatic conditions during the winter, with the exception of lands used by Indigenous communities, some tourism and conservation activities.

Capital Cost Estimates

The cost estimates were developed according to the requirements for a AACE Class 5 Estimate, with an expected accuracy range of -30% to +50%.

The total initial capital cost estimate for the Volcan Project is US$1,019 million; sustaining capital cost is US$320 million; and the total project cost is US$1,339 million. Table 2 provides the Project cost summary for initial and sustaining capital cost.

Table 2: Summary of Capital Costs
(all figures are in US$ million)

Operating Cost Estimates

A summary of the individual components that make up the LOM operating costs is presented in Table 3. Mine operating cost weighted averages are indicated separately for the Years 1-10 which correspond to the active mining period and Years 11-14 which corresponds to low grade stockpile rehandle only.

Table 3: Summary of Operating Cost Estimate

Economic Analysis

The economic analysis was performed assuming an 5% discount rate. Cash flows have been discounted to the beginning of construction on January 1, 2030, assuming that the Project execution decision will be made and major project financing will be carried out at this time.

The pre-tax net present value ("NPV") discounted at 5% (NPV5%) is US$2,470 million, the internal rate of return ("IRR") is 37%, and payback is 2.3 years. On an after-tax basis, the NPV5% is US$1.5 billion, the IRR is 29%, and the payback period is 2.6 years. A summary of the Project economics is included in Table 4.

Table 4: Economic Analysis Summary

*Cash costs consist of mining costs, processing costs, mine-level G&A, copper revenue credit, refining charges and royalties over payable gold ounces.

**AISC includes cash costs plus sustaining capital and closure cost over payable gold ounces.

Sensitivity Analysis

A sensitivity analysis was conducted on the base case pre-tax and after-tax NPV, IRR, and payback of the Project, using the following variables: metal price, discount rate, leach recovery, initial capital costs, and operating costs. Analysis revealed that the Project is most sensitive to changes in metal price, leach recovery, then, to a lesser extent, to operating costs and initial capital costs.

Table 5 and Table 6 present a summary of the sensitivity analysis.

Table 5: Sensitivity Analysis Pre-Tax Summary
(all figures are US$ million, except gold price which is US$/ounce)

Table 6: Sensitivity Analysis Post-Tax Summary
(all figures are US$ million, except gold price which is US$/ounce)

PEA Interpretations and Conclusions

Based on the assumptions and parameters presented, the PEA shows positive economics (i.e. US$1.5 billion post-tax NPV (5%) and 29% post-tax IRR). The PEA supports a decision to carry out additional detailed studies. See "Cautionary Note Regarding PEA" below.

Trading Halt

Trading of Railtown's common shares has been halted at Railtown's request and will remain halted pending the TSXV's receipt of satisfactory documentation and completion of the Proposed Transaction.

A subsequent news release with respect to the terms of the Concurrent Equity Financing, the applicable ratio for the exchange of securities of Railtown and Tiernan, and a summary of certain significant financial information with respect to Tiernan will follow in due course.

Sponsorship of the Proposed Transaction

Sponsorship of a "Qualifying Transaction" of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Railtown is currently reviewing the TSXV's requirements for sponsorship and intends to seek a waiver of the sponsorship requirements if an exemption from such requirements is not available. However, there is no assurance that a waiver from such sponsorship requirements can or will be obtained.

Cautionary Statement Regarding the Proposed Transaction

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, majority of the minority 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.

Qualified Persons

Scott Elfen, P.E. (Ausenco Engineering Canada ULC), James Millard, P.Geo. (Ausenco Sustainability ULC), Sergio Lagos, M.Sc. RM Ex Met CMC (Ausenco), Bruno Yoshida Tomaselli, FAusIMM (Deswik), Alan J. San Martin, P.Eng. (Micon), and William J. Lewis, P.Geo. (Micon), each of whom are "Qualified Persons" as defined by NI 43-101 and independent of Tiernan, have verified the scientific and technical data disclosed in this news release, and have otherwise reviewed and approved the scientific and technical information in this news release.

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 Business Corporations Act (British Columbia) 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.

Cautionary Note Regarding PEA

The PEA is preliminary in nature. It includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Commodity prices can be volatile, and there is the potential for deviation from the forecast.

Cautionary Note Regarding Forward-Looking Statements

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, including, but not limited to, with respect to the anticipated consideration payable in respect of the Proposed Transaction, the anticipated closing date of the Proposed Transaction, the anticipated entry into a definitive agreement with respect to the Proposed Transaction, the anticipated closing of the Concurrent Equity Financing, the anticipated receipt of applicable board, shareholder, regulatory and stock exchange approvals with respect to the Proposed Transaction, the intent to obtain a waiver of the TSXV's sponsorship requirements if no exemptions from such requirements are available, 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 Proposed Transaction will be completed on the terms disclosed herein, including, but not limited to, that the consideration payable in respect of the Proposed Transaction will be as anticipated, the closing date of the Proposed Transaction will be as anticipated, the parties will enter into a definitive agreement with respect to the Proposed Transaction, the closing of the Concurrent Equity Financing will be completed, 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, a management information circular or 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, including, but not limited to, that the composition of the board of directors and management of the Resulting Issuer will be as anticipated, the cash balance of 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: 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 a definitive agreement with respect to the Proposed Transaction, the closing of the Concurrent Equity Financing 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, if no exemptions from such requirements are available, a management information circular or filing statement with respect to the Proposed Transaction is not prepared; 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.

^[1] For further information, refer to the technical report entitled "Volcan Project - NI 43-101 Technical Report on Preliminary Economic Assessment" dated August 29, 2025 with an effective date of July 15, 2025 as prepared by Ausenco. The technical report can be found on the website of Tiernan Gold at www.tiernangold.com.

^[2] All-in-Sustaining Costs are defined as Cash Costs plus sustaining capital and closure costs over payable gold ounces.

^[3] For further information, refer to the technical report entitled "Volcan Project - NI 43-101 Technical Report on Preliminary Economic Assessment" dated August 29, 2025 with an effective date of July 15, 2025 as prepared by Ausenco. The technical report can be found on the website of Tiernan Gold at www.tiernangold.com.

^[4] Cash Costs are defined as mining costs, processing costs, mine-level G&A, copper revenue credit, refining charges and royalties over payable gold ounces.

^[5] All-in-Sustaining Costs are defined as Cash Costs plus sustaining capital and closure costs over payable gold ounces.

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