Railtown Capital Corp. Announces Shareholder Meeting Results

Vancouver, British Columbia–(Newsfile Corp. – July 4, 2023) – Railtown Capital Corp. (TSXV: RLT.P) (“Railtown” or the “Company“), a capital pool company (“CPC“) listed on the TSX Venture Exchange (the “Exchange“), is pleased to announce the results of its Annual General and Special Meeting (the “Meeting“) of the shareholders of the Company (“Shareholders“) held on June 28, 2023.

Meeting

At the Meeting, Shareholders set the number of directors of the Company at four and elected all four management nominees to the board of directors of the Company for the ensuing year. As such, the Company’s board of directors remains:

• Cameron White;
• Claudia Tornquist;
• Timothy Gamble; and
• Graeme Barker.

Shareholders also voted to:

• re-appoint MNP, LLP as the auditors of the Company for the ensuing year and to authorize the directors to fix their renumeration; and
• approve amendments to the Company’s 10% rolling stock option plan (the “Option Plan“) to revise it in accordance with certain updates to Policy 2.4 – Capital Pool Companies and Policy 4.4 – Security Based Compensation of the Exchange’s Corporate Finance Manual (the “Updated Exchange Policies“).

Stock Option Plan Amendments

In addition to updating the Option Plan in accordance with the Updated Exchange Policies, the amendments, among other things, permit the Company to issue stock options to certain charitable organizations.

Key amendments to the Option Plan include:

• a requirement that disinterred shareholder approval be obtained for any extension of the term of a stock option, if the option holder is an Insider (as such term is defined in Policy 1.1 – Interpretation of the Exchange) of the Company;
• a requirement that disinterested shareholder approval be obtained to issue stock options to Insiders of the Company (as a group) at any one time or in any 12-month period in an amount exceeding 10% of the issued and outstanding common shares of the Company;
• a requirement that, while the Company is a CPC, the number of common shares reserved under option for issuance to all eligible charitable organizations not exceed 1% of the Company’s issued and outstanding common shares at the date of grant;
• a requirement that, while the Company is a CPC, the term of a stock option must expire not later than 12 months after the optionee ceases to be a director, senior officer or technical consultant of the Company; and
• a requirement that if the option holder does not continue to be a director, officer, consultant, employee of the “Resulting Issuer” of the Company upon completion of the Company’s Qualifying Transaction (as such terms are defined in Exchange Policy 2.4), the options granted under the Option Plan must be exercised by the option holder within the later of 12 months after completion of the Qualifying Transaction and 90 days after the option holder ceases to be a director, officer, consultant or employee of the Resulting Issuer.

Additional details regarding the amendments to the Option Plan are available in the Company’s management information circular dated May 17, 2023, which is accessible on the Company’s SEDAR profile at www.sedar.com.

The Exchange has conditionally approved the SOP, and final approval is expected following the issuance of this press release.

About Railtown

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

ON BEHALF OF THE BOARD OF DIRECTORS

Cameron White
Chief Executive Officer

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For further information, please contact:

Cameron White, Chief Executive Officer

Phone: 604-765-2601
Email: railtowncapital@gmail.com

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) 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/172309