BULLETIN V2025-4098
TIERNAN GOLD CORP. ("TNGD")
[formerly Railtown Capital Corp. ("RLT.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation, Company Tier Reclassification, Resume Trading
BULLETIN DATE: December 17, 2025
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Qualifying Transaction of Railtown Capital Corp. (the "Company") described in its Filing Statement dated December 8, 2025. As a result, at the opening on Friday, December 19, 2025, the Company will no longer be considered a Capital Pool Company. The arm's length Qualifying Transaction includes the following:
The Company acquired all of the issued and outstanding securities of Tiernan Gold Corp. ("Tiernan") pursuant to an amended and restated business combination agreement dated November 7, 2025 among the Company, its wholly-owned subsidiary, and Tiernan. Immediately prior to the Qualifying Transaction, the Company carried out a 7.0916667 old for 1 new share consolidation (the "Consolidation").
In connection with the Qualifying Transaction, Tiernan completed a brokered private placement of 11,670,200 subscription receipts of Tiernan (the "Subscription Receipts") on November 18, 2025 at a price of $5.00 per Subscription Receipt, for aggregate gross proceeds of $58,351,000 (the "Concurrent Financing"). The Concurrent Financing was comprised of a $40,000,000 Treasury Offering and a $18,351,000 Secondary Offering, as further described below.
Upon satisfaction of certain escrow release conditions, each Subscription Receipt converted into one share of Tiernan and one-half of one common share purchase warrant of Tiernan. The conversion of an aggregate of 8,000,000 Subscription Receipts under the treasury offering ("Treasury Offering") was satisfied through the issuance by Tiernan from treasury of 8,000,000 new common shares and 4,000,000 new common share purchase warrants. The conversion of an aggregate of 3,670,200 Subscription Receipts under the secondary offering ("Secondary Offering") was satisfied through the transfer of 3,670,200 previously-issued common shares of Tiernan formerly held by Hochschild Mining Holdings Limited, and the issuance by Tiernan from treasury of 1,835,100 new common share purchase warrants. In connection with the Concurrent Financing, Tiernan paid aggregate cash commissions of $3,017,460.
Pursuant to the Qualifying Transaction, securities of Tiernan were exchanged for post-Consolidation securities of the Company on a one for one basis, resulting in the Company issuing an aggregate of 45,000,000 common shares and 5,835,100 common share purchase warrants to the former securityholders of Tiernan. Each common share purchase warrant will be exercisable for one share of the Company at a price of $6.50 for a period of 2 years from closing of the offering of the Subscription Receipts.
The Exchange has been advised that the above transactions were completed on December 16, 2025.
For additional information please refer to the Company's filing statement, available under the Company's profile on SEDAR+, as well as the Company's news releases dated September 3, 2025, October 6, 2025, November 10, 2025, November 18, 2025, December 9, 2025 and December 17, 2025.
NAME CHANGE AND CONSOLIDATION
Pursuant to a special resolution of the directors of the Company passed on December 8, 2025, the Company has consolidated its capital on a 7.0916667 old for 1 new basis. The name of the Company has also been changed as follows:
Effective at the opening on Friday December 19, 2025, the common shares of Tiernan Gold Corp. will commence trading on TSX Venture Exchange, and the common shares of Railtown Capital Corp. will be delisted.
Post-Consolidation,
Post-Qualifying Transaction
Capitalization: Unlimited Shares with no par value of which
47,753,498 Shares are issued and outstanding
Escrow: Nil
Transfer Agent: Odyssey Trust Company
Trading Symbol: TNGD (new)
CUSIP Number: 88650A105 (new)
The Company is classified as a "gold and silver ore mining" company (NAICS #212220).
Company Contact: Fausto Di Trapani, President and CEO
Company Address: Suite 1020 - 800 West Pender Street
Vancouver, BC, V6C 2V6
Company Phone Number: +1 888 926 2591
Company Email Address: info@tiernangold.com
COMPANY TIER RECLASSIFICATION
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective Friday December 19, 2025, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
RESUME TRADING
Effective at the opening on Friday, December 19, 2025, the common shares of the Company will resume trading.
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