Railtown Announces Appointment of CEO and Board Member and $1.0 Million Private Placement

Vancouver, British Columbia--(Newsfile Corp. - October 25, 2023) - Railtown Capital Corp. (TSXV: RLT.P) ("Railtown" or the "Company") today announced that, subject to the approval of the TSX Venture Exchange (the "TSXV"), the Company intends to appoint Mr. Christopher Taylor M.Sc. to its Board of Directors ("Board") and to the role of President and Chief Executive Officer of the Company. Upon Mr. Taylor's appointment, Cameron White will step down as the President and CEO of the Company, but will remain on the Board.

Mr. Taylor is a structural and economic geologist with more than 20 years of industry and research experience with both mid-tier producer and junior exploration companies. Mr. Taylor is the founder and previous CEO & President of Great Bear Resources Ltd., which made a district-scale gold discovery in Canada and was taken over by Kinross Gold for $1.8bn in 2022. Mr. Taylor is also the founder and current Chair of Kodiak Copper Corp. (TSXV: KDK), an exploration company whose most advanced asset is its 100% owned MPD copper-gold porphyry project located in the prolific Quesnel Trough in southern British Columbia.

In connection with Mr. Taylor's appointment, and subject to the approval of the TSXV, Mr. Taylor will purchase 2,500,000 common shares of the Company (the "Escrow Shares") from current Board members and shareholders of the Company for cash consideration of $0.05 per share. The Escrow Shares are subject to a Form 2F - CPC Escrow Agreement ("Escrow Agreement") and will remain in escrow in accordance with the terms of the Escrow Agreement upon transfer. Upon completion of the purchase of the Escrow Shares and prior to the completion of the proposed Private Placement, Mr. Taylor will own 19.2% of the Company's issued common shares.

Private Placement

The Company also announced that it intends to raise up to $1,000,000 by way of a non-brokered private placement of up to 10,000,000 common shares at a price of $0.10 per share (the "Offering").

Securities issued pursuant to the Offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the Offering. Completion of the Offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.

In accordance with applicable securities laws and the policies of the TSXV, the Company may pay a cash finders' fee of up to 7% of gross proceeds raised from investors introduced to the Offering by eligible registrants and finders.

Railtown is a "Capital Pool Company", as defined under the policies of the TSXV, and the net proceeds of the Offering will be used to fund ongoing activities relating to the identification and negotiation of a suitable Qualifying Transaction, as defined under the policies of the TSXV.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Railtown

Railtown is publicly listed on the TSXV under the symbol RLT.P. Railtown was formed as a Capital Pool Company in accordance with policies of the TSXV in order to identify and evaluate businesses and assets for acquisition and financing.

The address of the Company's registered and records office is 2200 - 885 West Georgia St., Vancouver, BC, V6E 3E8.

For further information, please contact:

Railtown Capital Corp.:
Cameron White, Chief Executive Officer
Phone: 604-765-2601
Email: railtowncapital@gmail.com

Cautionary Statement Regarding Forward-Looking Information

This release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws, including statements regarding the appointment of Mr. Taylor as an officer and director of the Company, the transfer of the Escrow Shares to Mr. Taylor, the terms of the Offering, the anticipated use of proceeds of the Offering, the securities issuable under the Offering and the acceptance and approval of the TSXV related thereto. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including without limitation, that the Company will receive approval from the TSXV where required and that all parties will continue to agree to the matters set out in this press release. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements (including the failure to obtain the required approvals or clearances from regulatory authorities, including the TSXV).

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. news wire services or dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/185142