Mr. Brandon Mina reports

BRANDPILOT AI ANNOUNCES CLOSING OF $1,100,000 PRIVATE PLACEMENT AND AMENDMENTS TO SECURED CONVERTIBLE DEBENTURE

Brandpilot AI Inc. has closed its previously announced non-brokered private placement, pursuant to the listed issuer financing exemption (LIFE) (as defined below), for aggregate gross proceeds of $1.1-million, through the issuance of a total of 44 million units of the company at a price of 2.5 cents per unit. Each unit consists of one common share in the capital of the company and one common share purchase warrant, with each warrant being exercisable at any time after Nov. 5, 2025, being the 60th day following their issuance and on or prior to Sept. 5, 2030 (subject to acceleration as described below), at a price of five cents. If the volume weighted average trading price of the common shares is at least 15 cents 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 warrantholders.

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 are disclosed in the amended and restated offering document dated Sept. 2, 2025, which is available under the company's profile on SEDAR+.

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. These securities are not subject to a hold period under Canadian securities laws.

Andres Tinajero, a director of the company (two million units), Adam Szweras, the chairman and a director of the company (two million units), Brandon Mina, the chief executive officer and a director of the company (400,000 units), Kyle Appleby, the chief financial officer of the company (400,000 units), and 2674779 Ontario Inc. (800,000 units), an entity controlled by Brian Presement, a director of the company, purchased an aggregate of 5.6 milion 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. 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 subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not represent more than 25 per cent 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 Canadian Securities Exchange, the company paid certain finders an aggregate of $88,000 and issued an aggregate of 3.52 million broker warrants, each entitling the holder thereof to acquire one unit at a price of 2.5 cents at any time on or before Sept. 5, 2030.

In connection with the closing of the offering, the company will apply to 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 five cents of: (i) 49,418,000 warrants currently exercisable at 10 cents per common share; and (ii) 6.75 million warrants currently exercisable at 6.667 cents 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 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 cent per annum) and is convertible into common shares at a price of 4.444 cents per common share, subject to a conversion blocker in respect of any conversion resulting in the holder of the debenture acquiring 10 per cent 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 Sept. 15, 2025, to Sept. 15, 2026.
• The company will pay the debentureholder $34,400 as consideration for the above-noted extension on or before Sept. 15, 2025.
• The company paid down the principal amount of the debenture by $5,600 upon executing the amendment to the debenture.
• 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.

About Brandpilot AI Inc.

Brandpilot 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 microinfluencers to maximize ROI for global enterprise brands, while AdAi combats ad waste by identifying cannibalistic ads in paid search campaigns.

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