REG - Hochschild MiningPLC - Tiernan Gold Update

Hochschild MiningAnnouncement

Tue 07:00

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RNS Number : 2796C  Hochschild Mining PLC  07 October 2025

 

 

 

 

 

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7 October 2025

 

 

Tiernan Gold Update

 

 

 

Further to the announcement on 3 September 2025, Hochschild Mining PLC
("Hochschild" or the "Company") (LSE: HOC) (OTCQX: HCHDF) announces that its
wholly-owned indirect subsidiary, Tiernan Gold Corp. ("Tiernan"), and Railtown
Capital Corp. ("Railtown") (TSX.RLT.P) have entered into a definitive business
combination agreement (the "Definitive Agreement") dated 6 October 2025. The
Definitive Agreement sets out the terms and conditions under which Railtown
will be the subject of a reverse takeover by Tiernan (the "Proposed
Transaction" or "RTO"). On completion of the Proposed Transaction, Railtown
will change its name to "Tiernan Gold Corp." ("New Tiernan").

 

Financing, Partial Sale of Hochschild's Holding & New Tiernan Board

With respect to a proposed brokered private placement of subscription receipts
of Tiernan which is a condition of the RTO (the "Financing"), Tiernan has
engaged Canaccord Genuity Corp. and BMO Capital Markets to act as co-lead
agents on behalf of a syndicate of agents including Raymond James and Haywood
Securities. The Financing is expected to raise a minimum of C$35m for Tiernan,
the proceeds of which will be used for the development of the Volcan gold
project.

 

Hochschild intends to sell part of its investment in Tiernan through a
secondary sale of its holding, which will result in additional liquidity in
the trading of New Tiernan's common shares on the TSX Venture Exchange.

 

The Company is also pleased to confirm that Jill Gardiner, who serves on the
Hochschild Board as an Independent Non-Executive Director, has agreed to also
serve as the Chair of New Tiernan pursuant to the Hochschild group's
nominating rights under an investor rights agreement to be entered into with
Railtown. Upon closing of the Proposed Transaction, the Board of Directors of
New Tiernan will therefore consist of Jill Gardiner, Chris Taylor, Greg
McCunn, Claudia Tornquist, Eduardo Noriega, Nicolas Hochschild and Fausto Di
Trapani, who will also be serving as the Chief Executive Officer of New
Tiernan.

 

Further updates on the Proposed Transaction, the Financing and the partial
sale of Hochschild's stake will be provided in due course.

 

For additional information on the Proposed Transaction and the terms of the
Financing, please see the separate Tiernan Gold Corp press release dated 6
October 2025.

_____________________________________________________________________________________

 

Enquiries:

 

Hochschild Mining PLC

Charles Gordon
 
 
                +44 (0)7739 320982

Head of Investor Relations

 

Hudson Sandler

Charlie Jack
 
 
                    +44 (0)207 796 4133

Public Relations

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About Hochschild Mining PLC

Hochschild Mining PLC is a leading precious metals company listed on
the London Stock Exchange (HOCM.L / HOC LN) and crosstrades on the OTCQX
Best Market in the U.S. (HCHDF), with a primary focus on the exploration,
mining, processing and sale of silver and gold. Hochschild has over fifty
years' experience in the mining of precious metal epithermal vein deposits and
operates two underground epithermal vein mines: Inmaculada, located in
southern Peru; and San Jose in southern Argentina, and an open pit gold mine,
Mara Rosa, located in the state of Goiás, Brazil. Hochschild also has the
Monte do Carmo Advanced Project and numerous long-term projects throughout the
Americas.

 

 

Important notices

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from any jurisdiction where to do
so would constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Transaction or otherwise, nor shall there be any purchase, sale,
issuance, transfer or exchange of securities or such solicitation pursuant to
the Transaction or otherwise in any jurisdiction in which such offer,
invitation, solicitation, purchase, sale, issuance or exchange is unlawful.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

 

Forward-looking statements

 

This announcement contains certain forward-looking statements, including such
statements within the meaning of Section 27A of the US Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. In particular, such forward-looking statements may relate to matters
such as the business, strategy, investments, production, major projects and
their contribution to expected production and other plans of Hochschild Mining
PLC and its current goals, assumptions and expectations relating to its future
financial condition, performance and results.

 

Forward-looking statements include, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"plans", "estimates" and words of similar import. By their nature,
forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that will or may occur in the future.
Actual results, performance or achievements of Hochschild Mining PLC or
members of its group may be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Factors that could cause or contribute to differences between the
actual results, performance or achievements of Hochschild Mining PLC or
members of its group and current expectations include, but are not limited to,
legislative, fiscal and regulatory developments, competitive conditions,
technological developments, exchange rate fluctuations and general economic
conditions. The Company cautions against undue reliance on any forward-looking
statement or guidance, particularly in light of the current economic climate.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

 

The forward-looking statements reflect knowledge and information available at
the date of preparation of this announcement. Except as required by the UK
Listing Rules and applicable law, Hochschild Mining PLC does not undertake any
obligation to update or change any forward-looking statements to reflect
events occurring after the date of this announcement. Nothing in this
announcement should be construed as a profit forecast.

 

_____________________________________________________________________________________

 

LEI: 549300JK10TVQ3CCJQ89

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