Mr. Cory Brandolini reports

RAILTOWN AI TECHNOLOGIES ANNOUNCES CLOSING OF THE AMALGAMATION WITH AI PARTNERSHIPS CORP.

Railtown AI Technologies Inc. has closed its previously announced proposed amalgamation transaction with AI Partnerships Corp. (AIP) on Nov. 26, 2025.

The transaction closed 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 Oct. 8, 2025.

Under the terms of the transaction, Railtown acquired all of the outstanding shares of AIP from the holders thereof in exchange for 49,476,251 common shares of Railtown representing an exchange ratio of approximately 2.348 Railtown shares for each AIP share acquired. The consideration shares are subject to escrow and contractual restrictions on transfer as follows:

• Approximately 10 million of the consideration shares (the escrow shares), on a pro rata basis to all AIP shareholders, are placed in escrow upon closing of the transaction (the effective date) and subject to release or cancellation on the following basis:
  • Approximately one million escrow shares (the indemnity shares), on a pro rata basis to all AIP shareholders, will be subject to cancellation for no consideration in the event Railtown makes an indemnification claim prior to the date that is 12 months from the effective date, with one consideration share being cancelled for every 50 cents of Railtown's claim.
  • Fifty per cent of the escrow shares (including any indemnity shares that were not cancelled) will be eligible for release from escrow upon Railtown recording annual recurring revenue from AIP affiliates equal to or greater than $1-million from the effective date to the date that is 36 months from the effective date (the first milestone) and the remaining 50 per cent of the escrow shares will be eligible for release from escrow upon Railtown recording annual recurring revenue from AIP affiliates equal to or greater than $2-million (the second milestone) from the effective date to the date that is 36 months from the effective date. If the first milestone and/or second milestone are not met by the date that is 36 months from the effective date, the escrow shares that were to be released upon satisfaction of such milestone will be cancelled for no consideration. The escrow shares to be released from escrow as a result of satisfaction of the first milestone or second milestone will be released upon satisfaction of such milestone but no earlier than 18 months from the effective date and no later than 36 months from the effective date, provided that certain consideration shares (the key shareholder shares) received by key AIP shareholders (the key shareholders) will instead be released from escrow on the date that is 36 months from the effective date.
• All other key shareholder shares received by the key shareholders are placed into escrow on the effective date and released in equal quarterly instalments during the 36 months following the effective date, with 10 per cent of four/fifths of the total number of key shareholder shares held by the key shareholders being released on the effective date.
• All other consideration shares are subject to a contractual restriction on transfer pursuant to the amalgamation agreement with 10 per cent of such shares being released from any restriction on transfer as of the effective date and the remainder being released in six equal instalments of 15 per cent on a quarterly basis until the date that is 18 months from the effective date.

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 per cent of the outstanding shares of AIP have entered into voting support agreements with Railtown and AIP in support of the transaction.

For additional information on the transaction and the amalgamation agreement, please refer to the news release dated Oct. 8, 2025, filed under the company's issuer profile on SEDAR+ and posted under the heading news releases on the company's website.

About Railtown AI Technologies Inc.

Railtown AI Technologies 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 Corp.

AI Partnerships 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 health care, 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 United States, who have offices in 13 countries worldwide.

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