Vancouver, British Columbia–(Newsfile Corp. – November 27, 2025) – Railtown AI Technologies Inc. 
rail (OTCQB: RLAIF) (“rail town“or”company“) The Canadian-born leader in artificial intelligence (AI) solutions announced earlier that AI Partnerships Corp. (“AIP“) November 26, 2025 (“transaction“).
The transaction was completed pursuant to the Merger Agreement, as amended, between the Company, a wholly owned subsidiary of the Company, and the Company, as amended.subsidiary“) and AIP, as previously announced on October 8, 2025 (“merger agreement“).
Under the terms of the transaction, Railtown acquired all of the outstanding shares of AIP from its holders in exchange for 49,476,251 shares of Railtown common stock. This corresponds to an exchange ratio of approximately 2.348 Railtown Shares for each AIP Share acquired (collectively, “”)Consideration stockThe Consideration Shares are subject to contractual escrow and transfer restrictions, including:
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Approximately 10 million shares of consideration shares (“escrow stocks“) will be placed in escrow upon closing of the transaction in proportion to all AIP shareholders (“Effective date“) may be released or canceled based on:
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Approximately 1 million escrow shares (“compensation stock“) will be subject to cancellation without consideration, pro rata to all AIP shareholders, if Railtown makes a claim for compensation before the date that is 12 months after the Effective Date, and one Consideration Share will be canceled for every $0.50 of Railtown’s claim.
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Fifty percent (50%) of the Escrow Shares (including any Compensatory Shares that are not canceled) will be eligible to be released from Escrow from the Effective Date until the day 36 months after the Effective Date, when Railtown records annual recurring revenue from AIP Affiliates of $1,000,000 or more (“first milestone“), the remaining 50% of the escrow shares will be held by Railtown, whose annual recurring revenue from AIP Affiliates is $2,000,000 or more (“Second milestone) from the Effective Date until the date thirty-six (36) months after the Effective Date. If the first Milestone and/or the second Milestone is not satisfied by the date thirty-six (36) months after the Effective Date, any Escrow Shares that would have been released upon the achievement of such milestone will be canceled without consideration. Escrow Shares that would be released from Escrow as a result of the achievement of the first Milestone or the second Milestone will be released upon satisfaction of such Milestone, but no later than 18 years after the Effective Date. Released within 36 months of the effective date. However, certain consideration shares (“Shares of major shareholders“) Major AIP shareholders (“Major shareholder“) will instead be released from escrow on a date that is 36 months after the Effective Date.
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All other Principal Stockholders’ shares received by the Principal Stockholder will be placed in escrow on the Effective Date and released in equal quarterly installments over 36 months from the Effective Date, and 10% of four-fifths of the total number of Principal Stockholders held by the Principal Stockholder will be released on the Effective Date. and
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All other Consideration Shares are subject to contractual restrictions on transfer under the Merger Agreement, with 10% of such shares being released from transfer restrictions on the Effective Date and the remainder being released in six equal installments of 15% on a quarterly basis until the date 18 months after the Effective Date.
The merger agreement was negotiated at arm’s length between representatives of Railtown and AIP. In connection with the execution of the Merger Agreement and in support of the Transaction, AIP’s stockholders, who own approximately 51.24% of AIP’s outstanding shares, entered into a Voting Support Agreement with Railtown and AIP in support of the Transaction.
For additional information regarding the Transaction and the Merger Agreement, please refer to the news release dated October 8, 2025, filed on the Company’s issuer profile on SEDAR+ (www.sedarplus.ca) and posted on the Company’s website (www.railtownaitechnologies.com) under the heading “News Releases.”
About Rail TownRailtown AI Technologies Inc. is focused on transforming the way agent software is built, deployed, and scaled. Railtown believes that through its intelligent AI framework and observability solutions, enterprises and developers can quickly build and deploy agent solutions while providing observability into agent health, reliability, and performance.
About AI Partnership Co., Ltd.AI Partnerships Corp. was founded in 2020 with the purpose of establishing a worldwide affiliate network of AI-as-a-Service companies focused on providing AI-based solutions in selected areas. These sectors include healthcare, manufacturing, supply chain, fintech, as well as sector-agnostic AI development tools and applications. AIP has established a network of over 180 SaaS-based AI affiliates (each an “AIP Affiliate”) headquartered primarily in Canada and the United States, with offices in 13 countries around the world.
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on behalf of the board of directors
“Cory Brandolini”
Cory Brandolini, Chief Executive Officer
Investor contact information
Rebecca Carswell
Investor information
contact
Email: investors@railtown.ai
Phone: 1-604-417-4440
This news release contains forward-looking statements and other statements that are not historical facts regarding the Company’s future operations. Forward-looking statements are often identified by terms such as “will,” “may,” “should,” “intends,” “anticipates,” “expects” and similar expressions. All statements, other than statements of historical fact, contained in this release are forward-looking statements that involve risks and uncertainties, including, without limitation, statements regarding the Company’s future plans and objectives and the benefits of the Transaction to both Railtown and AIP. There can be no assurance that such statements will prove to be accurate or actual results, and future events may differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are the risks described in detail from time to time in our filings with securities regulatory authorities.
Readers are cautioned that the assumptions used in preparing forward-looking information may prove to be incorrect. Events and circumstances may cause actual results to differ materially from those anticipated as a result of a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. As a result, the Company cannot guarantee that any forward-looking statements will materialize, and readers should not place undue reliance on any forward-looking information. Although such information is considered reasonable by management at the time of preparation, it may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company will publicly update or revise any forward-looking statements contained herein only as expressly required by Canadian securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276210.
