Railtown AI closes amalgamation with AI Partnerships

Executive Summary

• Railtown AI Technologies Inc. has officially closed its previously announced amalgamation with AI Partnerships Corp. (AIP) on November 26, 2025.
• The transaction involves Railtown acquiring all outstanding shares of AIP in exchange for approximately 49.48 million common shares of Railtown, representing an exchange ratio of roughly 2.348 Railtown shares per AIP share.
• The deal includes significant escrow arrangements and vesting schedules tied to revenue milestones and time-based releases, with key shareholders subject to specific release conditions.

Key Details

• Transaction Structure: Amalgamation of Railtown AI Technologies Inc. and AI Partnerships Corp. (AIP).
• Closing Date: November 26, 2025.
• Consideration: Railtown issued 49,476,251 common shares to AIP shareholders.
• Exchange Ratio: Approximately 2.348 Railtown shares for each AIP share acquired.
• Escrow Arrangements: Approximately 10 million consideration shares are placed in escrow on a pro rata basis.
  • Indemnity Shares: Approximately 1 million escrow shares are subject to cancellation for no consideration if Railtown makes an indemnification claim within 12 months of the effective date (1 share cancelled for every $0.50 of claim).
  • Milestone Releases:
    • 50% of escrow shares (including non-cancelled indemnity shares) release upon Railtown recording annual recurring revenue (ARR) from AIP affiliates of $\ge$ $1 million within 36 months.
    • The remaining 50% release upon Railtown recording ARR from AIP affiliates of $\ge$ $2 million within 36 months.
    • If milestones are not met by 36 months, the respective escrow shares are cancelled for no consideration.
    • Releases occur no earlier than 18 months and no later than 36 months from the effective date.
  • Key Shareholder Shares:
    • 10% of four-fifths of total key shareholder shares released on the effective date.
    • Remaining key shareholder shares released in equal quarterly instalments over 36 months.
    • Specific key shareholder shares may be released on the 36-month date instead of pro-rata release.
• Contractual Restrictions:
  • 10% of non-escrow consideration shares released immediately upon effective date.
  • Remaining shares released in six equal instalments of 15% on a quarterly basis until 18 months from the effective date.
• Voting Support: Shareholders holding approximately 51.24% of AIP’s outstanding shares entered into voting support agreements.
• Counterparty Background: AIP operates a network of over 180 SaaS-based AI affiliates headquartered primarily in Canada and the US, with offices in 13 countries, focusing on healthcare, manufacturing, supply chain, fintech, and sector-agnostic AI tools.

Notable Quotes

• None provided in the text.