Railtown Capital Corp. Shifts Financial Year-End to December 31

Railtown Capital Corp. has officially announced a change in its financial year-end, moving it from November 30 to December 31. This adjustment is designed to synchronize Railtown’s financial reporting with that of Tiernan Gold Corp. The transition aligns with the anticipated closing of Tiernan’s reverse takeover of Railtown, which is expected to qualify as Railtown’s qualifying transaction under TSX Venture Exchange (TSXV) Policy 2.4.

Upon completion of the reverse takeover, the combined entity will be known as **Tiernan Gold Corp.** and will adopt a December 31 year-end for its financial reporting. As a result, the newly formed company will report audited financial results for a **13-month transition year** ending December 31, 2025, compared to a 12-month period ending November 30, 2024. Following this transition, the Resulting Issuer will maintain a standard reporting schedule with fiscal quarters concluding on the last day of March, June, and September each year.

Details of the Proposed Transaction

Investors seeking more details about the length and timing of financial periods can refer to the Notice of Change of Financial Year-End filed under Railtown’s issuer profile on the System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.ca. This notice is in accordance with Section 4.8 of National Instrument 51-102 – Continuous Disclosure Obligations.

For further information regarding the terms of the reverse takeover, interested parties can consult the amended and restated business combination agreement dated **November 7, 2025**, among Railtown, Tiernan, and 1559261 B.C. Ltd., a wholly owned subsidiary of Railtown. Additional announcements and updates have been shared in joint news releases dated September 3, October 6, October 21, November 10, and November 18, 2025.

Conditions and Cautionary Statements

Completion of the proposed transaction is contingent upon several conditions, including acceptance from the TSXV and, if required, shareholder approval. Railtown has cautioned that the transaction cannot finalize until all necessary approvals are obtained. Investors are reminded that information not disclosed in the management information circular dated **October 16, 2025**, or the filing statement related to the proposed transaction may not be comprehensive or accurate.

Railtown’s common shares are currently halted from trading and will remain so until the completion of the proposed transaction. The company does not plan to request the reinstatement of trading at this time.

This announcement also includes forward-looking statements regarding the transaction and its implications. These statements are based on assumptions about various risks and uncertainties that could cause actual results to differ significantly from those anticipated. Railtown does not assume any obligation to update these statements unless required by law.

In summary, Railtown Capital Corp. is taking strategic steps to align its financial year-end with that of Tiernan Gold Corp. as it moves forward with a significant corporate transaction. Stakeholders are encouraged to stay informed through official updates and filings available on SEDAR+.

For further inquiries, Chris Taylor, CEO and Director of Railtown, can be contacted via email at [email protected] or by phone at +1 (778) 938-5298.