Brandpilot AI Announces Closing Of $1,100,000 Private Placement And Amendments To Secured Convertible Debenture

(MENAFN- Newsfile Corp) Toronto, Ontario--(Newsfile Corp. - September 8, 2025) - BrandPilot AI Inc. (CSE: BPAI) (" BrandPilot " or the " Company ") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering") pursuant to the Listed Issuer Financing Exemption (as defined below) for aggregate gross proceeds of $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 November 5, 2025, being the 60th day following their issuance and on or prior to September 5, 2030 (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 is disclosed in the Amended and Restated Offering Document dated September 2, 2025, which is available under the Company's profile on .

The Units were issued 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 "). These securities are not subject to a hold period under Canadian securities laws.

Andres Tinajero, a Director of the Company (2,000,000 Units), Adam Szweras, the Chairman and Director of the Company (2,000,000 Units), Brandon Mina, the CEO and Director of the Company (400,000 Units), Kyle Appleby, the CFO of the Company (400,000 Units), and 2674779 Ontario Inc. (800,000 Units), an entity controlled by Brian Presement a Director of the Company (collectively, the " Insiders "), purchased an aggregate of 5,600,000 Units as part of the Offering. The issuance of the Units to the Insiders constituted a "related party transaction" as this term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (" MI 61-101 "). There has not been a material change in the percentage of the outstanding securities of the Company that are owned by the Insiders as a result of their participation in the Offering. The Company is relying on the exemption from the valuation requirement and minority approval requirement pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Insiders participation does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

In connection with the Offering, and as permitted by the policies of the CSE, the Company paid certain finders an aggregate of $88,000 and issued an aggregate of 3,520,000 broker warrants, each entitling the holder thereof to acquire one Unit at ‎a price of $0.025 at any time on or before September 5, 2030.

In connection with the closing of the Offering, the Company will apply to the Canadian Securities Exchange (the " CSE ") to reduce the exercise price of an aggregate of 56,168,000 outstanding Common Share purchase warrants. Specifically, the Company will seek to reduce the exercise price to $0.05 of (i) 49,418,000 warrants currently exercisable at $0.10 per Common Share, and (ii) 6,750,000 warrants currently exercisable at $0.06667 per Common Share.

Amendments to Secured Debenture

BrandPilot also announces that it has entered into an agreement to amend the terms of a secured convertible debenture (the " Debenture ") issued by the Company on July 8, 2024 in the initial principal amount of $352,800 and the current principal amount of $134,000 (following the below noted amendments). The Debenture is secured against the assets and properties of the Company pursuant to the terms of a general security agreement. The Debenture does not bear any interest until the occurrence of an event of default (after which the Debenture bears interest at a rate of 18% per annum) and is convertible into Common Shares at a price of $0.04444 per Common Share, subject to a "conversion blocker" in respect of any conversion resulting in the holder of the Debenture (the " Debentureholder ") acquiring 10% or more of the issued and outstanding Common Shares. The Company and the Debentureholder have agreed to amend the Debenture on the following terms:

the maturity date of the Debenture is extended from September 15, 2025 to September 15, 2026;

the Company will pay the Debentureholder $34,400 as consideration for the above noted extension on or before September 15, 2025;

the Company paid down the principal amount of the Debenture by $5,600 upon executing the amendment to the Debenture; and

the parties have agreed that if the Company pays $114,000 of the principal amount outstanding on the Debenture on or before March 15, 2026, then the entire principal amount outstanding, together with any other amounts otherwise payable under the Debenture, shall be deemed extinguished in full.

All other terms of the Debenture remain unchanged. For additional information with respect to the Debenture, please refer to the Company's listing statement dated June 28, 2024, which is filed on the Company's SEDAR+ profile at .

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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