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

Core Viewpoint - Railtown AI Technologies Inc. is set to complete its amalgamation with AI Partnerships Corp. on November 14, 2025, which is expected to enhance its position in the AI solutions market [1][2]. Transaction Details - The amalgamation will involve Railtown acquiring all outstanding shares of AIP in exchange for up to 50,000,000 common shares of Railtown, with an exchange ratio of approximately 2.52 Railtown shares for each AIP share [3]. - The transaction is supported by shareholders of AIP holding approximately 51.24% of its outstanding shares, who have entered into voting support agreements [4]. - Completion of the transaction is contingent upon approval from the Canadian Securities Exchange and required shareholder approval from AIP, along with other customary conditions [5]. Escrow and Share Release Conditions - Upon closing, 10,000,000 of the Consideration Shares will be placed in escrow, with specific conditions for release based on Railtown's annual recurring revenue from AIP Affiliates [6]. - The first milestone for release is set at $1 million in annual recurring revenue, while the second milestone is $2 million, both to be achieved within 36 months from the effective date [6]. - If milestones are not met, the corresponding escrow shares will be cancelled without consideration [6]. Company Background - Railtown AI Technologies Inc. focuses on transforming the development and deployment of agentic software through its AI frameworks and observability solutions [8]. - AI Partnerships Corp. aims to create a global affiliate network of AI-as-a-Service companies, with over 180 SaaS-based AI affiliates across 13 countries [9].