Railtown AI Technologies Executes Amalgamation Agreement with AI Partnerships Corp. and Announces MOU with DIGITAL

Executive Summary

• Railtown AI Technologies Inc. announced a three‑cornered amalgamation agreement to acquire all outstanding shares of AI Partnerships Corp. (AIP), making AIP a wholly‑owned subsidiary.
• The transaction will issue up to 50 million Railtown common shares at a deemed price of $0.50 per share, including 40 million standard shares and an additional 10 million performance‑based escrow shares tied to revenue milestones.
• Post‑closing, Railtown will also benefit from AIP’s existing memorandum of understanding with DIGITAL, creating a strategic partnership that expands the AI affiliate marketplace and ecosystem.

Key Details

• Consideration: Up to 50,000,000 Railtown common shares (≈2.52 Railtown shares per AIP share).
• 40 million shares issued immediately (17.8% of post‑transaction fully diluted equity).
• 10 million performance shares placed in escrow; release contingent on AIP affiliate recurring revenue milestones ($1 M and $2 M) within 36 months.
• Escrow & Release Structure:
• 10 million “Escrow Shares” held at closing; 1 million may be cancelled for indemnity claims.
• Remaining escrow shares released in two 50% tranches upon achievement of the $1 M and $2 M revenue milestones, no earlier than 18 months and no later than 36 months after effective date.
• Key Shareholder Shares: Additional shares to key AIP shareholders placed in escrow; released quarterly over 36 months with an initial 10% release at closing.
• Transfer Restrictions: 10% of all other consideration shares become unrestricted immediately; the balance released in six equal quarterly instalments over 18 months.
• Strategic Partnership with DIGITAL:
• Bi‑directional referrals between DIGITAL members and AIP affiliates.
• Joint events, webinars, and ideation sessions to drive AI thought leadership.
• Collaborative working groups, roundtables, and knowledge‑sharing initiatives.
• Corporate Vision: Creation of a “first‑of‑its‑kind” AI affiliate marketplace leveraging Railtown’s agentic frameworks, sovereign compute resources, and AIP’s affiliate network.
• Approvals Required: Completion subject to shareholder approval by AIP and customary closing conditions; no guarantee the transaction will close.

Notable Quotes

• “I expect that partnering with DIGITAL will empower Railtown and AIP affiliates to tap into a world‑class network of innovators and ecosystem leaders,” – Tom Corr, CEO of AIP.
• “Access to compute and customers are among the top barriers for Canadian AI innovators,” – Serena Nguyen, Chief Development Officer of DIGITAL.
• “I believe the acquisition of AIP will amplify Railtown's ability to connect Canadian AI innovators with secure, sovereign compute infrastructure, driving scalable growth,” – Cory Brandolini, CEO of Railtown.