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

Vancouver, British Columbia--(Newsfile Corp. - October 8, 2025) - Railtown AI Technologies Inc. (CSE: RAIL) (OTCQB: RLAIF) ("Railtown" or the "Company"), a leader in Canadian-built artificial intelligence (AI) solutions, is pleased to announce that, further to its previously announced memorandum of understanding with AI Partnerships Corp. ("AIP"), it has entered into an amalgamation agreement with AIP (the "Amalgamation Agreement"), pursuant to which Railtown will acquire all of the issued and outstanding shares of AIP in exchange for common shares of Railtown by way of a three-cornered amalgamation (the "Transaction") and AIP will become a wholly-owned subsidiary of Railtown. This milestone marks a major step in Railtown's vision to create a "first of its kind" artificial intelligence (AI) affiliate marketplace, leveraging its core technologies and agentic frameworks to connect Canada's AI ecosystem to secure, sovereign computer infrastructure.

As explained in more detail below, highlights of the transaction are:

• 40 million shares issued at a deemed price of $0.50 per share (representing 17.8% of the fully diluted post-transaction shares outstanding); such shares restricted to staged release over 18 months or 36 months (in the case of AIP's founders).
• an additional 10 million performance shares at a deemed price of $0.50 per share (representing 4.5% of the fully diluted post-transaction shares outstanding) issued into escrow to be released upon recurring revenue milestones as delineated below.

Strengthening the Ecosystem through DIGITAL Partnership

Following completion of the Transaction, Railtown is also pleased to announce that it will have the benefit of a memorandum of understanding entered into by AIP and DIGITAL (the "DIGITAL MOU"). DIGITAL connects technology builders and buyers to accelerate the adoption and commercialization of Canadian solutions. Key aspects of this partnership include:

• Bi-directional Referrals: Connecting DIGITAL members with AIP Affiliates and vice versa to enhance collaboration.

• Joint Initiatives: Co-hosting events, webinars, and ideation sessions to drive AI thought leadership.

• Ecosystem Engagement: Inviting members, clients, and personnel from both organizations to participate in working groups, roundtables, and knowledge-sharing events.

"I expect that partnering with DIGITAL will empower Railtown and AIP affiliates to tap into a world-class network of innovators and ecosystem leaders," said Tom Corr, CEO of AIP. "By integrating marketplace connections, compute infrastructure, and ecosystem engagement, we're fuelling collaboration and growth across Canada's AI sector."