Hochschild's Tiernan Gold and Railtown Capital Announce Update to Previously Announced $65 Million Subscription Receipt Financing and Proposed Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - November 10, 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 provide an update on the previously announced proposed brokered best-efforts private placement of subscription receipts (the "Tiernan Subscription Receipts") for aggregate gross proceeds of approximately $65 million (the "Offering") and other matters relating to Tiernan's proposed reverse-takeover of Railtown (the "Proposed Transaction" or "RTO"), which is expected to constitute the "Qualifying Transaction" of Railtown 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.

Update to Terms of Previously Announced Subscription Receipt Financing

The Offering is expected to be completed on revised terms compared to those announced on October 6, 2025, reflecting feedback received during the marketing process and broader market conditions. Under the updated structure, each Tiernan Subscription Receipt is proposed to be issued at $5.00 per Tiernan Subscription Receipt, compared to $7.50 previously, and on exercise the holder would also receive one-half of one common share purchase warrant, each whole warrant (a "Tiernan Warrant") exercisable at $6.50 for a period of 24 months following closing of the Offering. Tiernan believes the refined structure enhances investor alignment, broadens participation, and provides additional long-term value potential for shareholders as Tiernan advances toward its public listing.

The Offering has attracted strong cornerstone institutional and strategic participation in addition to approximately $7 million from Tiernan's President's List.

Highlights of the Offering

• Offering of Subscription Receipts: The Tiernan Subscription Receipts will be created and governed pursuant to a subscription receipt agreement (the "Tiernan Subscription Receipt Agreement") to be entered into in connection with the Offering and will be automatically exercisable into one common share of Tiernan (a "Tiernan Share") and one-half of one Tiernan Warrant upon satisfaction of the escrow release conditions and other terms and conditions to be set out in the Tiernan Subscription Receipt Agreement. Each Tiernan Warrant will be 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 $55 million, inclusive of up to $40 million from the Treasury Offering (as defined below) and up to $15 million from the Secondary Offering (as defined below).
• Agents' Option: The Agents will be granted an option (the "Agents' Option") to increase the size of the Secondary Offering by up to $10 million (approximately 18%), in whole or in part, at any time and from time to time, exercisable up to 48 hours prior to closing of the Offering. Proceeds of the Secondary Shares comprising the Tiernan Subscription Receipts sold under the Agents' Option would be used to further reduce the number of Tiernan Shares owned by Hochschild.
• 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.
• Syndicate: The Offering is being carried out by a syndicate of agents co-led by Canaccord Genuity Corp. ("Canaccord") (sole bookrunner) and BMO Capital Markets (together with Canaccord, the "Co-Lead Agents") and including Raymond James Ltd. and Haywood Securities Inc. (collectively, the "Agents").
• Use of Proceeds: Net proceeds from the Treasury Offering are anticipated to be used to advance the Project, to cover transactional related expenses associated with the RTO and the Offering, to repay inter-company debt owed to a subsidiary of Hochschild, for working capital, and for general corporate purposes.
• Closing Date: The Offering is anticipated to close on November 14, 2025 or as mutually agreed to by Tiernan and the Co-Lead Agents.

"We are very pleased to have achieved strong institutional and high-net-worth investor support for this financing. The refined structure of the Offering enhances alignment and broadens participation, while the addition of a half-warrant rewards long-term investors who share our conviction in the Volcan Project," said Fausto Di Trapani, incoming Chief Executive Officer of the Resulting Issuer. "Our approach has been responsive to feedback and adapting to market conditions. Upon the closing of the proposed Offering and the RTO, the Resulting Issuer would be well positioned, with a strong foundation, to advance the Volcan Project."