Railtown AI Technologies Inc. said its previously disclosed $3.4 million private placement of units has been fully subscribed.

Railtown AI Technologies Inc. (CSE: RAIL) ("Railtown" or the "Company"), a Canadian company building advanced AI developer and agentic platforms, is pleased to announce that the company's previously disclosed $3.4 million private placement of units (the "Private Placement") has now been fully subscribed. As described in the company's news release dated February 9, 2026, the Private Placement consists of up to 11,333,334 units (each, a "Unit") at a price of $0.30 per Unit, with each Unit comprised 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"). Each Warrant is exercisable into one Share at a price of $0.45 per Share for a period of 18 months from the date of issuance, subject to acceleration in certain limited circumstances.

The Company intends to use the proceeds of the Private Placement for general working capital purposes and may pay finder's fees to eligible finders in the form of cash and/or common share purchase warrants. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the CSE.

All securities issued in connection with the Private Placement will be subject to a standard hold period of four months and one day in accordance with applicable Canadian securities laws.

For additional information regarding the acceleration of the Warrants, please refer to Railtown's news release dated February 9, 2026.

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.

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