Vancouver, British Columbia--(Newsfile Corp. - November 28, 2025) - Railtown Capital Corp. (TSXV: RLT.P) (the "Company" or "Railtown") announces that it has changed its financial year-end from November 30 to December 31. The change in the Company's financial year-end from November 30 to December 31 was made by the Company in order to align the Company's financial year-end with that of Tiernan Gold Corp. ("Tiernan") as of the closing of Tiernan's proposed reverse takeover of the Company (the "Proposed Transaction"), which is expected to constitute Railtown's qualifying transaction under TSX Venture Exchange ("TSXV") Policy 2.4 - Capital Pool Companies ("Policy 2.4"). Upon completion of the Proposed Transaction, the combined entity (the "Resulting Issuer") will be named "Tiernan Gold Corp." and will have a financial year-end of December 31.
Accordingly, the Resulting Issuer will report audited financial results for a 13-month transition year ended December 31, 2025 (with a comparative period of the 12 months ended November 30, 2024) and will report interim financial results for the fiscal quarters ending on the last day of March, June and September, 2026 (with comparative periods of the fiscal quarters ending on the last day of February, May and August, 2025, respectively). Thereafter, the Resulting Issuer will continue using a customary financial reporting calendar based on a December 31 year-end, with fiscal quarters ending on the last day of March, June and September each year.
For further details regarding the length and ending dates of the financial periods, including the comparative periods of the interim and annual financial statements to be filed for the Company's transition year and its new financial year, reference is made to the Notice of Change of Financial Year-End filed by the Company under the Company's issuer profile on the System for Electronic Data Analysis and Retrieval+ ("SEDAR+") at www.sedarplus.ca pursuant to Section 4.8 of National Instrument 51-102 - Continuous Disclosure Obligations.
Additional Information
For additional information relating to the terms of the Proposed Transaction, please refer to the amended and restated business combination agreement dated November 7, 2025 among Railtown, Tiernan and 1559261 B.C. Ltd. ("Subco"), a wholly owned subsidiary of Railtown, the joint news releases of Railtown and Tiernan dated September 3, October 6, October 21, November 10 and November 18, 2025, as well as the news release of Railtown dated October 27, 2025, each of which is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. In addition, more information relating to the Proposed Transaction and the Resulting Issuer will be available in the filing statement to be filed in due course under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
Cautionary Statements
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, 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 of the Company dated October 16, 2025 or the 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.
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 Business Corporations Act (British Columbia) (the "BCBCA") on June 22, 2020. Railtown is listed on the TSXV and classified as a capital pool company as defined by Policy 2.4. Railtown's objective is to complete a "Qualifying Transaction" as defined under 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.
Subco 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. Railtown does not intend to apply to the TSXV for reinstatement of trading of the common shares of Railtown at this time.
Cautionary Note 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 does not assume 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 Proposed Transaction qualifying as a "Qualifying Transaction", the anticipated closing of the Proposed Transaction, the anticipated receipt of applicable board, shareholder, regulatory and stock exchange approvals with respect to the Proposed Transaction, and the anticipated preparation of a filing statement with respect to the Proposed Transaction; the Resulting Issuer, including, but not limited to, with respect to the anticipated name of the Resulting Issuer, the anticipated financial year-end of the Resulting Issuer and the anticipated financial reporting calendar of the Resulting Issuer.
In making the forward-looking statements included in this news release, Railtown has applied several material assumptions, including that the Proposed Transaction will be completed on the anticipated terms, or at all; that all applicable board, shareholder, regulatory and stock exchange approvals with respect to the Proposed Transaction will be received; that a waiver of the TSXV's sponsorship requirements will be obtained, 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; that the anticipated name, financial year-end and financial reporting calendar of the Resulting Issuer will be as anticipated; and that neither Railtown's nor Tiernan'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 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 anticipated terms, or at all; 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; the trading of Railtown's common shares does not remain halted until the completion of the Proposed Transaction; the Resulting Issuer is not as anticipated, including, but not limited to, that the name, financial year-end and financial reporting calendar of the Resulting Issuer is 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. 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276311
SOURCE: Railtown Capital Corp.