Vancouver, British Columbia--(Newsfile Corp. - October 27, 2025) - Railtown Capital Corp. (TSXV: RLT.P) ("Railtown") announces that, due to the recent suspension of mail service in Canada as a result of labour action by the Canadian Union of Postal Workers (the "Postal Suspension"), delivery of proxy-related materials to shareholders may be delayed, in connection with the Company's upcoming annual general and special meeting of shareholders being held on Wednesday, November 12, 2025 (the "Meeting"). The Company wishes to advise its shareholders of alternate ways to submit proxies and voting instructions.
The Meeting is scheduled to take place on Wednesday, November 12, 2025 at 9:00 a.m. (Vancouver time) and will be held at the offices of the Railtown's legal counsel, Bennett Jones LLP, Park Place, 666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8, as disclosed in the management information circular dated October 16, 2025 (the "Circular"), for the following purposes:
- Financial Statements and Auditor's Report: to receive the audited financial statements of the Company for the financial year ended November 30, 2024 and the report of the auditor thereon;
- Number of Directors: to set the number of directors of the Company at five;
- Number of Directors Upon Closing the Proposed Transaction: to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to increase the number of directors of the Company to seven, conditional upon and effective as of the completion of the proposed business combination (the "Proposed Transaction") between the Company and Tiernan Gold Corp. ("Tiernan"), as more fully described in Circular;
- Election of Directors: to elect Chris Taylor, Claudia Tornquist, Adam Schatzker, Jeff Sundar and Cameron White as the directors of the Company effective as of the date of the Meeting;
- New Directors: to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to appoint each of Fausto Di Trapani, Greg McCunn, Eduardo Noriega, Nicolas Hochschild and Jill Gardiner as directors of the Company effective as of the closing of the Proposed Transaction and conditional upon the resignation of each of Adam Schatzker, Jeff Sundar and Cameron White as directors of the Company;
- Appointment of Auditors: to re-appoint MNP LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the board of directors to fix the remuneration of the auditor;
- Current Option Plan: to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution to re-approve the Company's stock option plan (the "Current Option Plan"), as more particularly described in the Circular;
- New Omnibus Plan: to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution authorizing the implementation of a new omnibus equity incentive plan (the "New Omnibus Plan") to take effect and replace the Current Option Plan immediately following and conditional upon the completion of the Proposed Transaction, as more particularly described in the Circular; and
- Other Matters: to transact such other matters as shall properly come before the Meeting, or as may be required by the TSX Venture Exchange in order to give effect to the Proposed Transaction.
While the Postal Suspension and rotating strikes continue, mail delivery has partially been resumed, and as a result, the Company completed the mailing of the Notice of Meeting, Circular, form of proxy and all other proxy-related materials ("Meeting Materials") on October 22, 2025. However, there can be no assurance that the Meeting Materials will be received by all shareholders prior to the Meeting.
As a result, Railtown is relying on the temporary relief available to reporting issuers pursuant to the Canadian Securities Administrators (CSA) Coordinated Blanket Order 51-932 - Temporary Exemption from Requirements in National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to Send Certain Proxy-Related Materials During a Postal Suspension (the "Blanket Order"). The Company has satisfied all conditions necessary to rely on, and is relying on, the exemption provided by the Blanket Order.
Electronic copies of the Meeting Materials have been filed and are available under Railtown's SEDAR+ profile at www.sedarplus.ca and are posted under the heading "Annual General & Special Meeting" on the Company's website at www.railtowncapitalcorp.com. Shareholders who have not received the Meeting Materials by mail are encouraged to access the electronic copies on Railtown's SEDAR+ profile at www.sedarplus.ca or under the heading "Annual General & Special Meeting" on the Company's website at www.railtowncapitalcorp.com. Shareholders may also request an electronic version directly from the Company at railtowncapital@gmail.com or +1 (778) 938-5298. Copies of the Meeting Materials will be provided by email, at no charge, to any shareholder who requests them prior to the Meeting date.
Shareholders who do not receive physical delivery of the form of Proxy or a voting instruction form by mail due to the Postal Suspension can vote using one of following methods:
- Provided you are a registered shareholder or a non-objecting beneficial owner, voting via the internet at https://vote.odysseytrust.com, using the control number printed on your form of Proxy or Voting Instruction Form prior to the close of business (Vancouver time) on the last business day prior to the date of the Meeting or any adjournment thereof (Registered shareholders or non-objecting beneficial owners who require their voting control numbers may obtain the voting control numbers by calling Odyssey Trust Company at 1-800-517-4553 (toll-free in North America) or 416-263-9524 (international direct dial));
- Provided you are a registered shareholder, by duly completing, signing and depositing the form of Proxy to Odyssey Trust Company by fax within North America at 1-800-517-4553 or via email to proxy@odysseytrust.com, prior to the close of business (Vancouver time) on the last business day prior to the date of the Meeting or any adjournment thereof (Registered shareholders who require their voting control numbers may obtain the voting control numbers by calling Odyssey Trust Company at 1-800-517-4553 (toll-free in North America) or 416-263-9524 (international direct dial)); or
- Attending the Meeting in person and voting at the Meeting.
For additional information, please refer to the Meeting Materials filed under Railtown's issuer profile on SEDAR+ at www.sedarplus.ca and posted under the heading "Annual General & Special Meeting" on the Company's website at www.railtowncapitalcorp.com.
On behalf of Railtown Capital Corp.
Chris Taylor, CEO and Director
For further information contact:
Email: railtowncapital@gmail.com
Tel: +1 (778) 938-5298
About Railtown Capital Corp.
Railtown Capital Corp. was incorporated under the BCBCA on June 22, 2020. Railtown is listed on the TSX Venture Exchange (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 with Tiernan. Railtown does not intend to apply to the TSXV for reinstatement of trading of the common shares of Railtown at this time.
Cautionary Statement 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 Railtown 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 Meeting, the Meeting Materials and the Proposed Transaction, including but not limited to, with respect to the date of the Meeting, the Proposed Transaction qualifying as a "Qualifying Transaction", the anticipated closing of the Proposed Transaction, the common shares of Railtown being currently halted and the delivery of the proxy-related materials.
In making the forward-looking statements included in this news release, Railtown has applied several material assumptions, including, but not limited to, that: regulatory and stock exchange approvals with respect to the Proposed Transaction will be received; 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; and the mailing of the Meeting Materials.
Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Railtown 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 in the Circular, 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; all applicable board, shareholder, regulatory and stock exchange approvals with respect to the Proposed Transaction are not received; the trading of Railtown's common shares does not remain halted until the completion of the Proposed Transaction; the Meeting Materials are not adequately mailed out; 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. Railtown does not undertake 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.
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.
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SOURCE: Railtown Capital Corp.