Railtown AI issues clarification following BCSC review

Executive Summary

• Railtown AI Technologies Inc. issued a clarification following a review by the British Columbia Securities Commission (BCSC) regarding its continuous disclosure record, specifically addressing the nature of several past strategic partnerships and the accuracy of certain marketing language.
• The company clarified that multiple announced partnerships (with Uniserve, Quisitive, Mila, Amii, ESGAI, and Braiyt) were structured as non-binding Memorandums of Understanding (MOUs) or interim agreements, rather than definitive commercial contracts, and detailed the specific terms, fees, and termination clauses for each.
• Railtown acknowledged that previous disclosures using phrases like "selling its AI services" were potentially misleading due to a lack of material revenue, clarifying that sales have been nominal, and corrected technical descriptions regarding its AI platform's training capabilities to reflect that it operates on customer infrastructure.

Key Details

• Uniserve Communications Corp. Partnership (Sept 23, 2025): Clarified that the MOU is non-binding, has a 12-month term (subject to extension), and allows termination with 30 days' notice. The purpose is to allow Uniserve to integrate Railtown's AI frameworks. No fees are payable under the MOU; parties are currently modeling revenue sharing.
• Quisitive Technology Solutions Inc. Agreement (Sept 23, 2022): Clarified that the Service Provider License Agreement (SPLA) was an interim, non-binding arrangement for a six-month term (terminable with 30 days' notice). It provided a white-label version of technology ("Velocity Insights") at no cost to test viability with up to 10 customers. Despite Quisitive's acquisition by H.I.G. Capital in early 2025, testing continues. No revenue has been generated to date.
• Mila Partnership (June 28, 2024): Clarified that Railtown paid Mila $10,000 plus taxes for standard partner privileges (logo placement, access to resources/talent). The 12-month agreement automatically terminated on June 19, 2025, though engagement continues.
• Alberta Machine Learning Institute (Amii) Agreement (July 23, 2024): Clarified that Railtown paid Amii $100,000 plus GST for a co-development project. The relationship terminated in July 2025, but the dedicated ML resident was hired by Railtown as a full-time employee.
• ESGAI Technologies Inc. Partnership (June 9, 2025): Clarified that the MOU for co-developing ESG software agents automatically terminated on Dec 3, 2025, after 180 days, as parties failed to negotiate a formal license agreement.
• Braiyt AI Inc. Partnership (July 28, 2025): Retracted promotional language and clarified the partnership is a three-year MOU with Braiyt and AIP to promote products in the Middle East. Braiyt is entitled to finder's fees on terms to be negotiated.
• Revenue Clarification: Acknowledged that language implying active sales was less than perfect; confirmed that the company has generated nominal (non-material) sales revenue from paying customers.
• Technical Clarification: Corrected statements about the platform being "fully trained on clients' applications." Clarified that "client" was used generally as "user." The AI agent accesses customer data stored on the customer's own cloud or local infrastructure and learns in real-time upon connection.
• Future Focus: Confirmed primary focus for 2026 is building out the Canadian agent development and deployment ecosystem with Canadian partners.

Notable Quotes

• "In certain of Railtown's previously filed continuous disclosure documents, the company has used phrases such as 'selling its AI services and solutions' that the BCSC believes may potentially be misleading given the lack of revenue reflected in the company's financial statements at the time."
• "The company would like to clarify that it was using the word 'client' in a general sense in this disclosure -- that is, as a substitute for 'user' and not in relation to a specific customer..."