Brandpilot Ai Announces Upsizing Of Private Placement To $1,100,000

(MENAFN- Newsfile Corp) Toronto, Ontario--(Newsfile Corp. - September 2, 2025) - BrandPilot AI Inc. (CSE: BPAI) (" BrandPilot " or the " Company ") is pleased to announce that due to market demand, the Company has increased the size of its previously announced non-brokered private placement (the "Offering") pursuant to the Listed Issuer Financing Exemption (as defined below) from $750,000 to $1,100,000, through the issuance of a total of 44,000,000 units of the Company (each a "Unit") at a price of $0.025 per Unit. Each Unit consists of one common share in the capital of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"), with each Warrant being exercisable at any time after the 60th day following their issuance and on or prior to the fifth anniversary of their issuance (subject to acceleration as described below) at a price of $0.05. If the volume weighted average trading price of the Common Shares is at ‎‎least $0.15 for a period ‎of 10 consecutive trading days, the expiry date of the Warrants may be ‎accelerated by the ‎Company to a date that is not less than 30 days after the date that ‎notice of such acceleration is ‎provided to the Warrant holders‎.

The Company intends to use the proceeds of the Offering for general corporate expenses and working capital purposes. Further details on the anticipated use of proceeds can be found in the Offering Document (as defined below).

"The strong demand we've seen in this financing reflects the growing confidence in our strategy and our product portfolio. By upsizing this private placement, we are strengthening our balance sheet at a pivotal time and positioning BrandPilot to accelerate commercialization, deepen client relationships, and capture market share. We are committed to creating long-term value for our shareholders as we continue to execute on our vision," said Brandon Mina, CEO of BrandPilot.

The Company anticipates closing the Offering on or about September 4, 2025 (the " Closing "). The Offering is subject to certain conditions, including applicable regulatory approvals and acceptance by the Canadian Securities Exchange (" CSE ").

The Units to be issued under the Offering are being offered to purchasers pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, and as modified by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " Listed Issuer Financing Exemption "), in each of the provinces of Canada, excluding Québec. The securities to be issued pursuant to the Offering will not be subject to a hold period under Canadian securities laws.

The Company has filed on its SEDAR+ profile contemporaneously herewith an amended and restated offering document addressing the upsized Offering available for purchase in accordance with the requirements of Form 45-106F19 (the " Offering Document "). The amended and restated Offering Document can be accessed under the Company's profile at and on the Company's website at . Prospective investors should read the amended and restated Offering Document before making an investment decision.

Insiders of the Company may participate in the Offering. The issuance of securities to insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company intends to rely on the exemption set forth in section 5.5(a) of MI 61-101 from the formal valuation requirements of MI 61-101 and the exemption set forth in section 5.7(1)(a) of MI 61-101 from minority shareholder approval requirements of MI 61-101 in respect of such insider participation as the fair market value of the Offering, insofar as it involves interested parties, is not expected exceed 25% of the Company's market capitalization.

In connection with the upsized Offering, the Company may pay finders' fees in cash or securities, or a combination thereof, to certain finders, as permitted by the policies of the CSE.

About BrandPilot AI Inc.

BrandPilot (CSE: BPAI) is a performance marketing technology company headquartered in Toronto, specializing in innovative solutions that deliver exceptional return-on-investment (ROI) for global enterprise brands. Leveraging artificial intelligence, data analytics, and industry expertise, BrandPilot empowers organizations to navigate complex advertising landscapes with precision. The Company's flagship product, Spectrum IQ, harnesses micro-influencers to maximize ROI for global enterprise brands, while AdAi combats ad waste by identifying cannibalistic ads in paid search campaigns.

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