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

Executive Summary

• Railtown AI Technologies Inc. announced its intent to complete the previously disclosed amalgamation with AI Partnerships Corp. on November 14, 2025.
• The deal will be executed via a share‑exchange: up to 50 million Railtown common shares (≈2.52 Railtown shares per AIP share) will be issued to AIP shareholders.
• Significant portions of the consideration shares are subject to escrow and milestone‑based release provisions tied to annual recurring revenue generated from AIP affiliates.

Key Details

• Transaction Structure: Amalgamation of Railtown (and its wholly‑owned subsidiary SubCo) with AI Partnerships Corp. (“AIP”).
• Consideration: Up to 50,000,000 Railtown common shares issued to AIP shareholders at an exchange ratio of ~2.52 Railtown shares per AIP share (subject to adjustment).
• Escrow Shares: 10,000,000 consideration shares placed in escrow on closing.
• Indemnity Shares: 1,000,000 of the escrowed shares may be cancelled (no consideration) if Railtown files an indemnification claim within 12 months; cancellation rate = one Railtown share per $0.50 of claim.
• Milestone‑Based Release: Remaining escrow shares released only upon achievement of revenue milestones:
  • First Milestone: $1 M annual recurring revenue (ARR) from AIP affiliates within 36 months → 50% of escrow shares released (no earlier than 18 months, no later than 36 months).
  • Second Milestone: $2 M ARR within same 36‑month window → remaining 50% released under the same timing constraints.
  • Failure to meet milestones results in cancellation of the respective escrow shares for no consideration.
• Key Shareholder Shares: Specific shares held by key AIP shareholders are subject to a distinct escrow schedule: full release at 36 months, with quarterly instalments thereafter (10% released on effective date, then equal quarterly releases).
• General Transfer Restrictions: All other consideration shares have a 10% immediate lift of transfer restrictions on the effective date; the balance is released in six equal quarterly instalments of 15% each, completing by 18 months post‑closing.
• Shareholder Support: Approximately 51.24% of AIP’s outstanding shares are bound by voting support agreements backing the transaction.
• Regulatory & Shareholder Approvals: Completion contingent upon approval from the Canadian Securities Exchange and requisite shareholder approvals from AIP, plus customary closing conditions.
• Previous Disclosure: The amalgamation was initially announced on October 8, 2025; this release provides updated closing timeline and detailed escrow/ milestone terms.

Notable Quotes

“This transaction positions Railtown to accelerate growth by integrating AI Partnerships’ extensive affiliate network and recurring revenue streams,” – Cory Brandolini, Chief Executive Officer, Railtown AI Technologies Inc.