Vancouver, British Columbia—Railtown AI Technologies Inc. (OTCQB: RLAIF) has successfully completed its amalgamation with AI Partnerships Corp. (AIP), a move that was finalized on November 26, 2025. This transaction marks a significant step for Railtown, a prominent player in the Canadian artificial intelligence (AI) sector, as it seeks to broaden its operational capacity and market reach.
The amalgamation was executed under a revised agreement between Railtown, its wholly owned subsidiary, and AIP, following the initial announcement on October 8, 2025. As part of the agreement, Railtown acquired all outstanding shares of AIP, offering approximately 49.5 million common shares of Railtown in exchange. This translates to an exchange ratio of about 2.348 Railtown shares for each AIP share acquired.
These shares, referred to as the “Consideration Shares,” come with specific restrictions. Approximately 10 million of these shares will be held in escrow, distributed pro rata among AIP shareholders. The escrow arrangement includes conditions under which shares may be released or cancelled based on Railtown’s future performance, specifically regarding its annual recurring revenue from AIP affiliates.
Under the terms of the agreement, if Railtown makes an indemnification claim within 12 months of the effective date, a portion of the escrow shares will be subject to cancellation. Furthermore, Railtown can release 50% of the escrow shares based on achieving annual recurring revenue milestones of $1 million and $2 million from AIP affiliates within 36 months of the transaction’s effective date.
Key shareholders of AIP, who hold about 51.24% of the company’s total shares, have entered into voting support agreements for the transaction. This backing underscores the level of confidence within the organization regarding the potential benefits from the amalgamation.
The amalgamation is expected to facilitate Railtown’s ambition to transform the deployment and scalability of agentic software. The company’s intelligent AI frameworks and observability solutions aim to support companies and developers in building effective AI solutions while ensuring system reliability and performance.
AIP, established in 2020, has cultivated a global network of over 180 AI-as-a-Service companies targeting various sectors, including healthcare, manufacturing, and fintech. This extensive affiliate network positions Railtown advantageously to leverage AIP’s established market presence, potentially enhancing its growth trajectory in the competitive AI landscape.
For additional details on the transaction and the associated agreements, stakeholders are encouraged to review the News Release dated October 8, 2025, available on the company’s profile on SEDAR+ and on Railtown’s official website at railtownaitechnologies.com.
With this amalgamation, Railtown AI Technologies Inc. aims to bolster its position in the rapidly evolving AI industry. The integration of AIP’s assets and expertise could not only enhance its product offerings but also expand its operational footprint, enabling the company to better meet the demands of an increasingly AI-driven market.
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