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

Railtown AI Technologies has entered into an amalgamation agreement with AI Partnerships Corp. and signed a memorandum of understanding with DIGITAL. The deal involves Railtown acquiring all of AIP's shares in exchange for its common shares. The highlights of the transaction include 40 million shares issued to AIP shareholders and an additional 10 million performance shares. The partnership with DIGITAL aims to connect technology builders and buyers, enhance collaboration, and drive AI thought leadership.

Railtown AI Technologies Inc. (OTCQB: RLAIF) has executed an amalgamation agreement to acquire AI Partnerships Corp. (AIP) via a three-cornered amalgamation, making AIP a wholly owned subsidiary of Railtown. The acquisition involves the issuance of up to 50 million Railtown shares, with 40 million issued at $0.50 deemed price, and 10 million performance shares in escrow tied to recurring revenue milestones Railtown AI Technologies Executes Amalgamation Agreement with AI Partnerships Corp. and Announces MOU with DIGITAL^[1].

Under the terms of the agreement, Railtown will acquire all of AIP's outstanding shares in exchange for common shares of Railtown, with a consideration ratio of approximately 2.52 Railtown shares for each AIP share acquired. The transaction is subject to customary conditions, including shareholder approval by AIP. AIP shareholders, representing approximately 51.24% of the outstanding shares, have agreed to voting support Railtown AI Technologies Executes Amalgamation Agreement with AI Partnerships Corp. and Announces MOU with DIGITAL^[1].

In addition to the acquisition, Railtown has signed a memorandum of understanding with DIGITAL, a national non-profit aimed at growing Canadian companies through digital innovation. The partnership with DIGITAL will connect technology builders and buyers, accelerating the adoption and commercialization of Canadian AI solutions. DIGITAL will provide access to a network of innovators and ecosystem leaders, enhancing collaboration and growth opportunities for Railtown and AIP affiliates Railtown AI Technologies Executes Amalgamation Agreement with AI Partnerships Corp. and Announces MOU with DIGITAL^[1].

Railtown's acquisition of AIP, combined with the DIGITAL partnership, underscores the company's vision to create a "first of its kind" AI affiliate marketplace. This platform aims to leverage AIP's existing partnership network and connect AIP affiliates to Railtown's agentic frameworks, sovereign compute resources, investment opportunities, and ecosystem support. The transaction marks a significant step in Railtown's strategy to position itself at the heart of Canada's AI innovation ecosystem, driving adoption, commercialization, and growth for Canadian AI companies Railtown AI Technologies Executes Amalgamation Agreement with AI Partnerships Corp. and Announces MOU with DIGITAL^[1].