BrandPilot AI Announces Closing of Upsized Non-Brokered Private Placement and Proposed Debt Settlement

BrandPilot AI Inc. (CSE: BPAI) (OTCQB: BPAIF) (FSE: 8LH0) ("BrandPilot" or the "Company"), a performance marketing technology company focused on identifying and eliminating inefficiencies in digital advertising for global enterprise brands, is pleased to announce the closing of its previously announced non-brokered private placement (the "Offering") of units ("Units") of the Company for aggregate gross proceeds of $631,500 through the issuance of 31,575,000 Units. The maximum gross proceeds of the Offering were increased from the previously announced amount of $250,000.

Each Unit is priced at $0.02 and consists of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at a price of $0.05 at any time on or before the date that is two years following the date of issuance, subject to acceleration. If the Common Shares trade at or above a volume-weighted average price of $0.15 for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to a date that is 30 days following notice to the holders of the Warrants.

The Company engaged certain finders (the "Finders") in connection with the Offering and paid the Finders an aggregate cash commission of $19,560, representing 8% of the gross proceeds from Units sold to purchasers introduced to the Company by the Finders. The Company also issued a total of 978,000 broker warrants (the "Broker Warrants") to the Finders in connection with the Offering, representing 8% of the aggregate number of Units sold to purchasers introduced to the Company by the Finders. Each Broker Warrant entitles the holder thereof to purchase one Unit at a price of $0.02 for a period of 36 months from the date of issuance.

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 in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange ("CSE").

In connection with the Offering, the Company issued 1,000,000 Units to CFO Advantage Inc., a company controlled by Kyle Appleby, Chief Financial Officer of the Company (the "Related Party Issuance"). CFO Advantage Inc. is a "related party" of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, the Offering constitutes a "related party transaction" within the meaning of MI 61-101. The Company relied on the exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, in respect of the Related Party Issuance, as neither the fair market value of the Units issued pursuant to the Related Party Issuance nor the con...