***NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES.*** 
Vancouver, British Columbia - Newsfile Corp. - February 10, 2026 - Railtown AI Technologies Inc. (CSE: RAIL) ("Railtown" or the "Company"), a Canadian company building advanced AI developer and agentic platforms, announces that Mike Lazaridis, co-founder of Research In Motion (now known as BlackBerry), has joined Railtown's Advisory Board and along with fellow co-founder Doug Fregin, is leading a $3.4 million private placement in Railtown (the "Private Placement"), further supporting the company's growth and mission to develop Canadian AI talent and technology.
The Private Placement consists of up to 11,333,334 units of the Company (each, a "Unit") at a price of $0.30 per Unit, with each Unit comprised of one common share in the capital of Railtown (each, a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one (1) 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.
Mr. Lazaridis and Mr. Fregin are two of Canada's most accomplished technology entrepreneurs who pioneered the modern smartphone industry. They grew Research In Motion from a startup into one of Canada's most successful technology companies with $19 billion in annual revenues, 18,000 employees worldwide, and a peak market value of $68 billion.
Railtown's mission, through its Agent Development Platform and collaborations with TELUS and other Canadian AI data hosting providers, is to create a Canadian-focused AI development and deployment ecosystem which aligns closely with both Mr. Lazaridis' and Mr. Fregin's long-standing commitment to building and retaining world-class technology talent in Canada.
"Canada develops exceptional talent, but too many feel they have to leave the country to pursue meaningful opportunities," said Mr. Lazaridis. "It's critical that we build companies, platforms, and ecosystems here that allow Canadians to innovate, grow, and compete globally. Railtown is building foundational AI technology in Canada, and I'm excited to support that vision."
In addition to their entrepreneurial achievements, both Mr. Lazaridis and Mr. Fregin have been a driving force behind Canada's leadership in advanced science and deep technology. Between the two of them, they are founding partners of Quantum Valley Investments, the Institute for Quantum Computing, the Perimeter Institute for Theoretical Physics, and Quantum Valley Ideas Lab - institutions that have helped position Canada as a global centre for quantum research and commercialization.
Railtown's focus on Canadian AI sovereignty, including secure, transparent, developer-centric AI infrastructure and agent platforms, closely reflects these values.
"Having spent time working in Silicon Valley, I've seen firsthand how powerful a strong technology ecosystem can be," said Cory Brandolini, CEO of Railtown. "In the Valley, many of the most successful founders lead by example-actively investing in the next generation of startups, sharing hard-earned experience, and providing valuable advisory insight. That culture of reinvestment is a major reason the ecosystem continues to thrive."
"Mike and Doug's decision to invest in Railtown sends a powerful signal about what's possible when experienced Canadian founders support the next wave of innovation. This investment, along with Mike's involvement on the Advisory Board will add invaluable strategic guidance, reinforcing Railtown's mission to build a globally competitive AI company from Canada."
As described above, the Warrants issuable in Private Placement are subject to acceleration such that if, during a period of 10 consecutive trading days prior to their expiry date, the daily volume-weighted average trading price of the Shares on the Canadian Securities Exchange (the "CSE") or such other stock exchange where the majority of the trading volume occurs, exceeds $0.90 for each of those 10 consecutive days, the Company may, within 30 days of such an occurrence, give written notice to the holders of the Warrants that the securities will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date. Any Warrants which remain unexercised at 5:00 p.m. (Vancouver time) on the 30th day following the giving of such notice will expire at that time.
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.
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
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: [email protected]
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 included in this release, including, without limitation, statements regarding the anticipated closing of the Private Placement, the use of proceeds from the Private Placement, and 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.
Vancouver, British Columbia - Newsfile Corp. - February 10, 2026 - Railtown AI Technologies Inc. (CSE: RAIL) ("Railtown" or the "Company"), a Canadian company building advanced AI developer and agentic platforms, announces that Mike Lazaridis, co-founder of Research In Motion (now known as BlackBerry), has joined Railtown's Advisory Board and along with fellow co-founder Doug Fregin, is leading a $3.4 million private placement in Railtown (the "Private Placement"), further supporting the company's growth and mission to develop Canadian AI talent and technology.
The Private Placement consists of up to 11,333,334 units of the Company (each, a "Unit") at a price of $0.30 per Unit, with each Unit comprised of one common share in the capital of Railtown (each, a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one (1) 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.
Mr. Lazaridis and Mr. Fregin are two of Canada's most accomplished technology entrepreneurs who pioneered the modern smartphone industry. They grew Research In Motion from a startup into one of Canada's most successful technology companies with $19 billion in annual revenues, 18,000 employees worldwide, and a peak market value of $68 billion.
Railtown's mission, through its Agent Development Platform and collaborations with TELUS and other Canadian AI data hosting providers, is to create a Canadian-focused AI development and deployment ecosystem which aligns closely with both Mr. Lazaridis' and Mr. Fregin's long-standing commitment to building and retaining world-class technology talent in Canada.
"Canada develops exceptional talent, but too many feel they have to leave the country to pursue meaningful opportunities," said Mr. Lazaridis. "It's critical that we build companies, platforms, and ecosystems here that allow Canadians to innovate, grow, and compete globally. Railtown is building foundational AI technology in Canada, and I'm excited to support that vision."
In addition to their entrepreneurial achievements, both Mr. Lazaridis and Mr. Fregin have been a driving force behind Canada's leadership in advanced science and deep technology. Between the two of them, they are founding partners of Quantum Valley Investments, the Institute for Quantum Computing, the Perimeter Institute for Theoretical Physics, and Quantum Valley Ideas Lab - institutions that have helped position Canada as a global centre for quantum research and commercialization.
Railtown's focus on Canadian AI sovereignty, including secure, transparent, developer-centric AI infrastructure and agent platforms, closely reflects these values.
"Having spent time working in Silicon Valley, I've seen firsthand how powerful a strong technology ecosystem can be," said Cory Brandolini, CEO of Railtown. "In the Valley, many of the most successful founders lead by example-actively investing in the next generation of startups, sharing hard-earned experience, and providing valuable advisory insight. That culture of reinvestment is a major reason the ecosystem continues to thrive."
"Mike and Doug's decision to invest in Railtown sends a powerful signal about what's possible when experienced Canadian founders support the next wave of innovation. This investment, along with Mike's involvement on the Advisory Board will add invaluable strategic guidance, reinforcing Railtown's mission to build a globally competitive AI company from Canada."
As described above, the Warrants issuable in Private Placement are subject to acceleration such that if, during a period of 10 consecutive trading days prior to their expiry date, the daily volume-weighted average trading price of the Shares on the Canadian Securities Exchange (the "CSE") or such other stock exchange where the majority of the trading volume occurs, exceeds $0.90 for each of those 10 consecutive days, the Company may, within 30 days of such an occurrence, give written notice to the holders of the Warrants that the securities will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date. Any Warrants which remain unexercised at 5:00 p.m. (Vancouver time) on the 30th day following the giving of such notice will expire at that time.
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.
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
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.
Follow us on social media
SUBSCRIBE FOR INVESTOR NEWS
Click here to receive our latest investor news alerts.
ON BEHALF OF THE BOARD
"Cory Brandolini"
Cory Brandolini, Chief Executive Officer
INVESTOR CONTACT
Rebecca Kerswell
Investor Relations Contact
Email: [email protected]
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 included in this release, including, without limitation, statements regarding the anticipated closing of the Private Placement, the use of proceeds from the Private Placement, and 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.
The issuer is solely responsible for the content of this announcement.
