Mr. Brandon Mina reports

BRANDPILOT AI ANNOUNCES CLOSING OF FINAL TRANCHE OF UPSIZED NON-BROKERED PRIVATE PLACEMENT

Brandpilot AI Inc. has closed the second and final tranche of its previously announced (see press releases dated May 7, 2026, and June 5, 2026) non-brokered private placement of units of the company, for aggregate gross proceeds of $354,500 from the issuance of 17,725,000 units. Including the second tranche, the company raised aggregate gross proceeds of $854,500 from the issuance of 42,725,000 units in the offering. The offering was increased from the previously announced maximum gross proceeds of $750,000.

Each unit is priced at two cents and is composed of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the company at a price of five cents at any time on or before the date that is five years following the date of issuance, subject to acceleration. If the common shares trade at or above a volume-weighted average price of 15 cents 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 warrants.

The company engaged certain finders in connection with the offering and paid the finders an aggregate cash commission of $30,760, equal to 8 per cent of the gross proceeds of units sold to purchasers introduced to the company by the finders. The company also issued a total of 1,538,000 broker warrants to the finders in connection with the offering, equal to 8 per cent 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 two cents 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 of the securities.

The company intends to use the net proceeds of the offering for product development, marketing and sales initiatives, and general working capital purposes.

Pursuant to the offering, the company issued securities to the following purchasers considered to be related parties within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), which purchased an aggregate of 11,656,250 units in the offering: Andres Tinajero (750,000 units), a director of the company; Randall Craig (500,000 units), a director of the company; 2674775 Ontario Ltd. (5,406,250 units), an entity controlled by Adam Szweras, chairman and director of the company; and 2674779 Ontario Inc. (five million units), an entity controlled by Brian Presement, a director of the company.

Due to the participation of the above-noted related parties, the offering constitutes a related-party transaction within the meaning of MI 61-101. The company was exempt from obtaining a formal valuation for, and minority approval of, the related party subscriptions pursuant to sections 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 fewer than 21 days before the closing of the offering. The shorter period was necessary to permit the company to close the offering within a time frame consistent with usual market practice for transactions of this nature.

About Brandpilot AI Inc.

Brandpilot AI is a performance marketing technology company headquartered in Toronto, focused on identifying and eliminating inefficiencies in digital advertising for global enterprise brands. The company's core capabilities include AdAi, which eliminates cannibalistic branded search spend that inflates costs without driving incremental value; ClickRadar, which compiles forensic bot detection reports to reclaim refunds associated with invalid traffic; and SearchIQ, which enables brands to measure and optimize their presence across generative artificial intelligence search platforms.

Brandpilot is purpose-built to address structural challenges in modern digital advertising, where increasing automation and scale can reduce transparency and accountability. Operating as an independent performance and validation layer, the company helps enterprises recover wasted budgets, restore data integrity and gain clearer visibility into how advertising dollars are spent so performance can be improved with greater confidence.

We seek Safe Harbor.