Railtown AI Technologies Inc. Clarifies Certain Disclosure

Rhea-AI Summary

Railtown AI Technologies (OTCQB: RLAIF) issued clarifying disclosures after a BCSC review, correcting language and details in prior announcements about MOUs, service agreements and partnerships.

Key clarifications: several agreements were non-binding MOUs with fixed terms or termination rights, Railtown paid $10,000 to Mila and $100,000 to Amii, and nominal customer revenue has been generated while definitive commercial deals remain pending.

Positive

• MOU term clarity provides clear 12-month or 180-day timelines
• $100,000 paid to Amii for co-development program
• Nominal customer revenue confirms some commercial traction

Negative

• Several partnerships are non-binding MOUs without guaranteed revenue
• No revenue generated from Quisitive to date despite prior SPLA
• Key license agreements remain unnegotiated or expired, delaying commercialization

Vancouver, British Columbia--(Newsfile Corp. - February 27, 2026) - Railtown AI Technologies Inc. (CSE: RAIL) (OTCQB: RLAIF) ("Railtown" or the "Company") is issuing the following news release to clarify its disclosure pursuant to a recent review of the Company's continuous disclosure record by the British Columbia Securities Commission (the "BCSC").

October 8, 2025 News Release

In this news release, Railtown announced that it had entered into a memorandum of understanding ("MOU") with Uniserve Communications Corporation (TSXV: USS) ("Uniserve") regarding a strategic partnership. The Company would like to clarify that the MOU is non-binding, is for a term of 12 months beginning on September 23, 2025 but subject to mutually agreeable extensions, and that either party has the right to terminate the MOU upon 30 days' written notice. The primary purpose of the partnership is to allow Uniserve to integrate Railtown's AI frameworks, tools and solutions into Uniserve's offerings, thereby enabling Uniserve's internal sales team to promote and sell AI capabilities to Uniserve's customers.

Each of Railtown and Uniserve has certain defined obligations under the MOU, pursuant to which the parties have agreed to negotiate and execute separate commercial agreements, statements of work or service orders, as the case may be, in connection with, among other things, customer engagements, revenue sharing and pricing. Neither party is required to pay any fees to the other under the MOU, and Company and Uniserve are currently in the process of modelling their revenue sharing strategy.

Railtown is capable of readily deploying its technologies to Uniserve's customers, and expects to conclude one or more definitive agreements with Uniserve in the coming months.

September 23, 2022 News Release

In this news release, Railtown announced that it had entered into a service provider license agreement (the "SPLA") with Quisitive Technology Solutions Inc. ("Quisitive") pursuant to which the Company agreed to provide a white-label version of its technology to Quisitive to be branded and sold as Velocity Insights. The Company would like to clarify that the SPLA was technically an interim agreement with a term of six (6) months and was intended to be superseded by a longer-term definitive license agreement that has yet to be negotiated. In addition, each party had the ability to terminate the SPLA prior to the completion of the term by providing 30 days' written notice to the other party, with certain support obligations of Railtown continuing for a transition period of four (4) months following the effective date of termination.

The SLPA required the Company to provide a license to the technology and related support services to Quisitive at no cost, and the primary purpose of the agreement was to confirm the viability of the technology for use and integration with Quisitive's products and services, and to test the technology with up to 10 customers of Quisitive. Despite the expiry of the SPLA and the acquisition of Quisitive by H.I.G. Capital in early 2025, the testing is ongoing and Quisitive continues to offer the technology to its customers.

Although Railtown has not generated any revenue from Quisitive or its customers to date, the Company anticipates entering into a revenue sharing agreement with Quisitive upon the adoption of any Quisitive technology that includes a version of the company's platform. In the meantime, the Velocity Insights product suite remains available for purchase on a stand-alone basis on Microsoft Marketplace.

June 28, 2024 News Release

In this news release, Railtown announced a strategic partnership with Mila - Quebec Artificial Intelligence Institute ("Mila"). The Company would like to clarify that, under the partnership agreement governing the relationship between the parties, Railtown paid Mila the sum of $10,000 plus applicable taxes - Mila's standard fee for new partners - in exchange for certain privileges typically provided to Mila's partners including having the Company's name or logo appear on Mila's website and certain promotional documents, and the ability to access and use certain of Mila's resources, including research, talent and intellectual property (such as, for example, Mila's expertise on advanced computing technologies, Mila's students for internship purposes, and a presence for Railtown in Mila's artificial intelligence "hub").

The partnership agreement was for a term of 12 months and automatically terminated on June 19, 2025; however, the Company continues to engage with Mila and anticipates partnering again with Mila in the future.

July 23, 2024 News Release

In this news release, the Company announce that it had entered into a co-development agreement with the Alberta Machine Learning Institute ("Amii") pursuant to which the parties agreed to partner on a specific project and build related to Railtown's core technology. The Company would like to clarify that the relationship was governed by Amii's customary services contract and an accompanying statement of work ("SOW"), and that the term of the relationship was the longer of 14 months or one (1) month following the final day of employment of the Amii machine learning resident dedicated to the project (the "ML Resident").

In consideration for the services of both Amii and the ML Resident under the program covered by the agreement and SOW, Railtown paid Amii an aggregate of $100,000 plus GST, being Amii's standard fee for programs of this nature. Although the Company no longer has access to Amii's resources following the automatic termination of the relationship in July 2025, the ML Resident was hired by Railtown following the completion of the program and is currently a full time employee.

June 9, 2025 News Release

In this news release, the Company announced a strategic partnership with ESGAI Technologies Inc. ("ESGAI") to co-develop an advanced suite of intelligent ESG (Environmental, Social, Governance) software agents. The Company would like to clarify that the partnership is structured as a MOU between the parties that anticipates the execution and delivery of a formal license agreement (the "License Agreement") whereby ESGAI will license certain software technology owned and developed by Railtown in connection with the development of the agents.

The effective date of the MOU is June 6, 2025, and it automatically terminates upon the earlier of (a) the execution of the License Agreement, (b) the mutual written agreement of the parties, and (c) 180 days from the effective date. The Company complied with each of its obligations under the MOU; however, the parties were unable to negotiate the terms of the License Agreement prior to the automatic termination of the MOU on December 3, 2025, largely because such terms were predicated on ESGAI establishing a market for the agents first.

Regardless, Railtown remains committed to developing the ESG agent suite with ESGAI as circumstances allow.

July 28, 2025 News Release

In this news release, Railtown announced a strategic joint partnership with Braiyt AI Inc. ("Braiyt") to deliver AI technologies to Dubai and the broader Middle East region. The Company would like to retract the overly promotional disclosure in the news release and confirm that the partnership is structured as a MOU between Braiyt, Railtown and AIP, pursuant to which Braiyt agreed, for a term of three years, to promote the products and services of each of the Company, AIP and any affiliates of AIP in the Middle East as opportunities arise. In exchange, Braiyt is entitled to enter into a finder's fee arrangement with the relevant selling party on terms to be negotiated between the parties.

General

In certain of Railtown's previously filed continuous disclosure documents, the Company has used phrases such as "selling its AI services and solutions" that the BCSC believes may potentially be misleading given the lack of revenue reflected in the Company's financial statements at the time. While the Company acknowledges that the language may have been less than perfect and that a phrase such as "the AI services and solutions are available for sale" may technically have been more accurate, the Company would like to clarify that it has in fact generated nominal (i.e., non-material) sales revenue from paying customers.

In addition, the BCSC has expressed its concern over the accuracy of phrases such as "the platform is fully trained on clients' applications" (from Railtown's news release dated December 6, 2023), and that the system "continually trains on a client's application" and "automates a wide range of tasks associated with the client's application" (from Railtown's management discussion and analysis for the period ended June 30, 2025), because the Company either had no customers or a limited number of customers at the relevant time. The Company would like to clarify that it was using the word "client" in a general sense in this disclosure - that is, as a substitute for "user" and not in relation to a specific customer - and that the language was intended to convey how the Company's technology works once a customer downloads and connects to the platform. More specifically, once a customer downloads the Company's Railtracks agentic framework and connects to Conductr, the platform runs on the customer's own cloud infrastructure or on the customer's local computers or servers, with the result that the AI agent is able to access to the customer's data stored in those locations and learn by ingesting the data in real time.

Finally, Railtown would like to take this opportunity to confirm that the Company's primary focus for 2026 will be the building out of its Canadian agent development and deployment ecosystem with the Company's Canadian partners.

About Railtown

Railtown AI Technologies Inc. builds AI developer tools and agentic frameworks that power the next generation of intelligent applications. Its Platform - including real-time ingestion (Railengine), agent development frameworks (Railtracks ADK), and advanced observability (Conductr) - helps teams build, deploy, and operate AI agents with confidence and at scale.

For more information, visit www.railtown.ai.

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ON BEHALF OF THE BOARD

"Cory Brandolini"
Cory Brandolini, Chief Executive Officer

INVESTOR CONTACT

Rebecca Kerswell
Investor Relations Contact
Email: investors@railtown.ai
Phone: 1-604-417-4440

This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "intends", "anticipates", "expects" and similar expressions. All statements other than statements of historical fact in this news release, including, without limitation, statements regarding the future plans and objectives of the Company, and in particular, the Company's anticipated relationships with each of Uniserve, Quisitive, Mila and ESGAI, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are detailed from time to time in the filings made by the Company with securities regulators and include the following: the ability to enter into one or more definitive agreements with Uniserve; the ability to enter into a revenue sharing agreement with Quisitive; the ability to successfully partner with Mila; the ability to carry out development activities with ESGAI; the ability to obtain any required regulatory approvals in connection with the foregoing; the potential impact of any announcement or consummation of the foregoing on the Company's existing relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time.

Readers are cautioned that any forward-looking statements are not based on historical facts but instead reflect management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Such opinions, assumptions and estimates may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that any forward-looking statement will materialize, and readers should not place undue reliance on any forward-looking information. Any forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285773

FAQ

What did Railtown (RLAIF) clarify about its MOU with Uniserve dated Sept 23, 2025?

Railtown clarified the Uniserve MOU is non-binding and 12 months long with 30-day termination rights. According to the company, the MOU allows Uniserve to integrate Railtown AI and negotiate separate commercial agreements for customer engagements and revenue sharing.

Did Railtown (RLAIF) receive payments for its partnership with Mila and what were they?

Railtown paid Mila a standard partner fee of $10,000 plus taxes for partner privileges. According to the company, the fee secured logo placement, access to resources, and partner benefits for a 12-month term that later expired.

What was the financial arrangement between Railtown (RLAIF) and Amii for the co-development agreement?

Railtown paid Amii an aggregate $100,000 plus GST for the program and ML resident services. According to the company, the ML resident later joined Railtown full time after program completion and access ended in July 2025.

Has Railtown (RLAIF) generated revenue from Quisitive or its customers under the SPLA?

Railtown has not generated revenue from Quisitive or its customers to date under the SPLA. According to the company, the SPLA was an interim, six-month agreement intended to test integration and may lead to future revenue sharing agreements.

What commercial progress and focus did Railtown (RLAIF) outline for 2026?

Railtown said its primary 2026 focus is building a Canadian agent development and deployment ecosystem with partners. According to the company, definitive commercial agreements remain pending while it pursues partner integrations and product deployments.