Railtown AI Technologies Inc. Announces Closing of Non-Brokered Private Placement

Rhea-AI Summary

Railtown AI Technologies announced the closing of its non-brokered private placement, raising gross proceeds of US$633,780.

Each of the 5,281,503 units sold includes one common share and one-half of one common share purchase warrant, with each warrant exercisable at US$0.24 per share within 18 months.

The securities are subject to a four-month hold period in Canada and resale restrictions in the U.S. Aggregate cash commissions of US$27,580 were paid to eligible finders, along with 229,833 non-transferable finder's warrants, exercisable at US$0.125 per share within 60 months.

Proceeds will be used for general working capital purposes.

Positive

• Raised US$633,780 from private placement.
• 5,281,503 units sold, each unit consisting of one share and a half warrant.
• Warrants exercisable at US$0.24 per share within 18 months.
• Cash commissions of US$27,580 paid to finders.
• 229,833 non-transferable finder's warrants issued with a US$0.125 exercise price valid for 60 months.
• Proceeds aimed at general working capital.

Negative

• Securities subject to a four-month hold period in Canada and resale restrictions in the U.S.
• High finder’s commission rate of 7%, equating to US$27,580.
• Potential dilution with 5,281,503 new shares issued.
• Additional dilution possible with 229,833 finder's warrants.

Vancouver, British Columbia--(Newsfile Corp. - June 7, 2024) - Railtown AI Technologies Inc. (CSE: RAIL) (OTCQB: RLAIF) ("Railtown" or the "Company") is pleased to announce that the Company has closed its previously-disclosed non-brokered private placement (the "Offering") of units of the Company (each, a "Unit") at a price of US$0.12 per Unit for aggregate gross proceeds of US$633,780. Each of the 5,281,503 Units consists of one common share in the capital of the Company (each, a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant entitling the holder thereof to acquire one additional Share at an exercise price of US$0.24 per Share for a period of 18 months.

All securities issued in connection with the Offering are subject to a standard hold period of four months and one day in Canada plus applicable resale restrictions in the United States.

In connection with the Offering, the Company paid aggregate cash commissions of US$27,580 to eligible arm's length finders (each, a "Finder") equal to 7% of the gross proceeds raised from purchasers introduced by such Finders, and issued an aggregate of 229,833 non-transferable common share purchase warrants (each, a "Finder's Warrant") to the same Finders, equal to 7% of the number of Units sold to purchasers introduced by such Finders. Each Finder's Warrant entitles the holder thereof to acquire one Share at an exercise price of US$0.125 per Share for a period of 60 months from the date of issuance.

As described in the Company's news release dated June 3, 2024, the Company expects to use the net proceeds of the Offering for general working capital purposes.

None of the securities referenced in this news release have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Railtown AI Technologies

Railtown AI, a Microsoft Partner, is a cloud-based Application General Intelligence™ Platform for Software Developers and Teams that practice Agile Project Management. We purposely built our Application General Intelligence™ Platform to help Software Developers and Agile practitioners save time on redundant tasks, improve productivity, drive down costs, and accelerate developer velocity. Railtown's proprietary AI technology, designed to enable our clients to be more productive and profitable, is accessible on Microsoft's Azure Marketplace.

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ON BEHALF OF THE BOARD

"Cory Brandolini"
Cory Brandolini, Chief Executive Officer

INVESTOR CONTACT

Rebecca Kerswell
Vice President, Investor Relations and Marketing
Email: investors@railtown.ai
Phone: (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 included in this release, including, without limitation, statements regarding the future plans and objectives of the Company 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 risks detailed from time to time in the filings made by the Company with securities regulators.

Readers are cautioned that assumptions used in the preparation of any forward-looking information 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. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. 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/212198

FAQ

What is the total amount raised by Railtown AI Technologies' private placement?

Railtown AI Technologies raised US$633,780 through its non-brokered private placement.

What does each unit of Railtown AI Technologies' private placement consist of?

Each unit consists of one common share and one-half of one common share purchase warrant.

What is the exercise price and validity period for the warrants issued by Railtown AI Technologies?

Each warrant is exercisable at US$0.24 per share within 18 months.

What is the finder's fee for Railtown AI Technologies' private placement?

The company paid an aggregate cash commission of US$27,580 to eligible finders.

What are the terms for the finder's warrants issued by Railtown AI Technologies?

Each finder's warrant is exercisable at US$0.125 per share within 60 months.

What will Railtown AI Technologies use the proceeds from the private placement for?

The net proceeds will be used for general working capital purposes.

Are the securities from Railtown AI Technologies' private placement registered under the U.S. Securities Act?

No, the securities are not registered under the U.S. Securities Act and are subject to resale restrictions in the U.S.