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 www.sedarplus.ca.
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 www.sedarplus.ca.
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. Such statements include statements relating to the use of proceeds of the Offering, the application to the CSE to reduce the price of certain warrants, and statements relating to the amended terms of the Debenture and the respective payments associated with same. 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, among others, that the Company will receive the necessary approvals for the Offering from the CSE, that the Company will satisfy the terms of the Listed Issuer Financing Exemption and any other applicable securities exemptions or safe harbors, that the Company shall make the above noted application to the CSE, that the Company shall make the above noted payments with respect to the Debenture and that the principal amount of the Debenture will be reduced to $134,000 following same. Additional risk factors that may impact the Company or cause actual results and performance to differ from the forward looking statements contained herein are set forth in the Company's most recent management's discussion and analysis of financial condition (a copy of which can be obtained under the Company's profile on www.sedarplus.ca). 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 CSE, 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.
