Toronto, Ontario--(Newsfile Corp. - June 25, 2025) - BrandPilot AI Inc. (CSE: BPAI) ("BrandPilot" or the "Company") is pleased to announce that it has closed the second and final tranche (the "Second Tranche") of its previously announced (see press releases dated February 10, 2025 and February 28, 2025) non-brokered private placement (the "Offering") of units of the Company ("Units"), for aggregate gross proceeds of $166,187 from the issuance of 6,647,480 Units. Including the Second Tranche, the Company raised an aggregate of $1,215,450 from the issuance of 49,418,000 Units in the Offering. Each Unit is priced at $0.025 and comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share, at any time on or before the 36 month anniversary of the date of issuance (subject to certain acceleration provisions) (the "Expiry Date") at a price of $0.10 (the "Warrant Exercise Price"). If the Company issues Common Share purchase warrants with an exercise price of less than $0.10 at any time prior to the Expiry Date, the exercise price of any unexercised Warrants as at the date of such issuance shall be automatically reduced to match the exercise price of the newly issued warrants. Furthermore, if the Common Shares trade at or above a volume-weighted average price of $0.20 for a period of 20 consecutive trading days, the Company will have the right to accelerate the Expiry Date of all or part of the outstanding Warrants issued pursuant to the Offering to a date that is 30 days from the notice of such acceleration that is provided to holders of Warrants.
"This Offering reflects the confidence our investors have in BrandPilot's ability to solve major inefficiencies in advertising," said Brandon Mina, CEO of BrandPilot. "With this capital, we are continuing the rollout of our technology, scaling enterprise adoption of our products, and deepening our commitment to transparency and performance for marketers navigating increasingly complex digital landscapes."
If all Warrants issued in the Offering were exercised, then the closing of the Offering would result in the issuance of greater than 100% of the Company's share capital (on a partially diluted basis) as at the commencement of the Offering. As a result, certain investors have agreed that their Warrants will not be exercisable unless and until the Company obtains Shareholder approval for the issuance of such Warrants (excluding the votes attached to the Common Shares issued in the Offering) (the "Shareholder Approval") in accordance with section 4.6(2) of the policies of the Canadian Securities Exchange. An aggregate of 26,424,520 Warrants remain subject to such Shareholder Approval.
The Company engaged certain finders in connection with the Offering and paid the Finders an aggregate cash commission of $36,800, which is 8% of the gross proceeds of Units sold to purchasers introduced to the Company by such Finders. The Company also issued a total of 1,472,000 warrants to the Finders in connection with the Offering, which is equal to 8% of the aggregate number of Units sold to purchasers introduced to the Company by such Finders (the "Broker Warrants"). Each Broker Warrant entitles the holder to purchase one Unit at a price of $0.025 at any time on or before the 24 month anniversary of the date of issuance.
The Company intends to use the net proceeds of the Offering for working capital and for other general corporate purposes. All securities issued in connection with the Offering are subject to a statutory hold period expiring four months and one day from the date of issuance of the securities.
Pursuant to the Offering, the Company issued securities to purchasers considered to be a "related parties" (within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), making the Offering a "related party transaction" (within the meaning of MI 61-101) (the "Related Party Subscriptions"). The Company was exempt from obtaining a formal valuation for, and minority approval of, the Related Party Subscriptions pursuant to Section 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The material change report to be filed in connection with the Offering will be filed less than 21 days prior to the closing of the Offering. The shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.
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.
CONTACT INFORMATION
BrandPilot AI
Brandon Mina
Chief Executive Officer
ir@brandpilot.ai
+1-519-239-6460
Forward Looking Statements
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include the use of proceeds resulting from the Offering and the ability to obtain the Shareholder Approval. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. The assumptions on which the forward looking statements contained herein rely include the Company's ability to obtain the Shareholder Approval, as well as the use of proceeds of the Offering. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
Neither the Canadian Securities Exchange, nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE 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. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.
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SOURCE: BrandPilot AI Inc.
