Railtown AI Technologies Announces Intention to Complete the Amalgamation with AI Partnerships Corp.

About this update from Railtown Ai Technologies Inc

Vancouver, British Columbia--(Newsfile Corp. - November 6, 2025) - Railtown AI Technologies Inc . (CSE: RAIL) (OTCQB: RLAIF) (" Railtown " or the " Company "), a leader in Canadian-built artificial intelligence (AI) solutions, is pleased to announce that it intends to complete its previously announced proposed amalgamation transaction with AI Partnerships Corp. (" AIP ") on November 14, 2025 (the " Transaction "). The Transaction will close pursuant to an amalgamation agreement (as amended) entered into among the Company, a wholly owned subsidiary of the Company (" SubCo ") and AIP, as previously announced on October 8, 2025 (the " Amalgamation Agreement "). Under the terms of the Transaction, Railtown will acquire all of the outstanding shares of AIP from the holders thereof in exchange for up to 50,000,000 common shares of Railtown representing an exchange ratio of approximately 2.52 Railtown shares for each AIP share acquired (subject to adjustment in accordance with the Amalgamation Agreement) (collectively, the " Consideration Shares "). The Consideration Shares will be subject to escrow and contractual restrictions on transfer as follows: The Amalgamation Agreement was negotiated at arm's length between representatives of Railtown and AIP. In connection with the execution of the Amalgamation Agreement and in support of the Transaction, shareholders of AIP holding approximately 51.24% of the outstanding shares of AIP have entered into voting support agreements with Railtown and AIP in support of the Transaction. Completion of the Transaction is subject to a number of conditions, including, but not limited to, the approval of the Transaction from the Canadian Securities Exchange and receipt of required shareholder approval by AIP. There can be no assurance that the Transaction will be completed as proposed or at all. The completion of the Transaction is also subject to other customary conditions for a transaction of this nature. For additional information on the Transaction and the Amalgamation Agreement, please refer to the News Release dated October 8, 2025 filed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and posted under the heading "News Releases" on the Company's website at www.railtownaitechnologies.com . About Railtown Railtown AI Technologies Inc. is dedicated to transforming the way agentic software is built, deployed, and scaled. Through its intelligent AI frameworks and observability solutions, Railtown believes it empowers companies and developers to quickly build and deploy agentic solutions while simultaneously providing observability into agent health, reliability and performance. About AI Partnerships Corporation AI Partnerships Corp. was formed in 2020 with the goal of establishing a world-wide affiliate network of AI-as-a-Service based companies that are focused on providing AI-based solutions in a select number of sectors. These sectors include healthcare, manufacturing, supply chain and 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"), primarily headquartered in Canada and the US, who have offices in 13 countries world-wide. Follow us on social media SUBSCRIBE FOR INVESTOR NEWS Click here to receive our latest investor news alerts. ON BEHALF OF THE BOARD "Cory Brandolini" Cory Brandolini, Chief Executive Officer INVESTOR CONTACT Rebecca Kerswell  Investor Relations Contact Email: [email protected]   Phone: 1-604-417-4440 This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. 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 included in this release, including, without limitation, statements regarding the future plans and objectives of the Company, the ability to satisfy or waive on satisfactory terms any conditions to the completion of the Transaction, and the benefits of the Transaction to both Railtown and AIP are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulators. Readers are cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that any forward-looking statement will materialize, and readers should not place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. 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 only update or revise publicly any of the included forward- looking statements as expressly required by Canadian securities law. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273589

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