01:01:15 EDT Tue 29 Sep 2026
Enter Symbol
or Name
USA
CA



Brandpilot AI Inc
Symbol BPAI
Shares Issued 266,433,117
Close 2026-09-28 C$ 0.035
Market Cap C$ 9,325,159
Recent Sedar+ Documents

Brandpilot hires Jemini, Euroswiss for IR services

2026-09-28 21:15 ET - News Release

Mr. Brandon Mina reports

BRANDPILOT AI STEPS UP CAPITAL MARKETS ENGAGEMENT WITH APPOINTMENTS OF JEMINI CAPITAL AND EUROSWISS CAPITAL AND ANNOUNCES ADDITIONAL PARTICIPATION IN DEBT SETTLEMENT

Brandpilot AI Inc. has engaged Jemini Capital and Euroswiss Capital Partners Inc. to provide investor relations and capital market advisory services to broaden investor awareness of the company.

"Having grown to 18 paying clients and continued to advance the commercialization of our technology solutions, we believe this is the right time to expand our capital markets activities and engage a broader investor audience," said Brandon Mina, chief executive officer of Brandpilot. "Following our recent oversubscribed private placements, we are pleased to be partnering with Jemini and Euroswiss to expand our outreach and strengthen our engagement with investors across North America and Europe."

Engagement of Jemini Capital

The company has engaged Jemini, a full-service merchant bank advisory firm based in Vancouver, B.C., pursuant to a consulting service agreement dated Sept. 24, 2026. Under the JC agreement, Jemini is to provide shareholder communications, market intelligence, marketing and capital market advisory services, including targeted investor lead generation, social media and e-mail outreach, messaging application and broker distribution to high-net-worth investor groups, real-time activity reporting, and financing support in connection with the company's marketing and capital-raising activities.

The promotional activities under the JC agreement are expected to be conducted principally through the following platforms and channels: social media platforms (including through organic reposts, tags, mentions and content created around company news releases); e-mail distribution to Jemini's investor list; messaging applications, including WhatsApp, Telegram, Signal and other investor communication channels; telephone and e-mail outreach to brokers and retail investors; and Zoom webinars, in support of marketing and financing activities.

Jemini's engagement under the JC agreement commenced on Sept. 24, 2026, and is for an initial term of six months, running to March 24, 2027. The JC agreement continues on a month-to-month basis thereafter and may be terminated by either party on at least 30 days written notice after the initial term. The company may also terminate the JC agreement immediately after the initial six-month term by paying one month's fee in lieu of notice.

As consideration for its services under the JC agreement, Jemini will receive a cash fee of $5,000 per month plus applicable GST, with the initial six-month fee of $30,000 plus applicable GST payable up front within 15 business days of the date of the JC agreement. In addition, Jemini is entitled to a cash fee equal to 7 per cent of the gross proceeds from subscriptions introduced by it in connection with a completed financing. Where Jemini introduces co-advisers to the company, Jemini may receive an additional advisory fee of 2 per cent of the gross proceeds from subscriptions introduced by such co-advisers in connection with a completed financing. The advisory fee and the additional advisory fee, together with any finders' fees payable to co-advisers in connection with a financing, may not exceed 10 per cent of the gross proceeds from the financing, with Jemini's advisory fee and additional advisory fee to be reduced as necessary so as not to exceed that cap.

Under the JC agreement, Jemini is also entitled to receive 15,000 stock options for each $10,000 in gross proceeds raised from investors introduced directly by Jemini in connection with a financing completed by Brandpilot, subject to a maximum of 700,000 options. In accordance with the policies of the Canadian Securities Exchange, any options granted to Jemini under the JC agreement shall be granted at an exercise price equal to the greatest of: (i) five cents per common share; (ii) the closing market price of the common shares on the trading day immediately preceding the date of grant of the options; and (iii) the closing market price of the common shares on the date of grant of the options. In no case shall the aggregate number of common shares issuable upon exercise of any options granted to Jemini under the JC agreement exceed 2 per cent of the outstanding number of common shares during any 12-month period.

Jerry Huang, director, and Kevin Shum, senior associate, will serve as Jemini's representatives for the engagement.

Engagement of Euroswiss Capital Partners Inc.

The company has engaged Euroswiss, an international consulting firm headquartered in Luzern, Switzerland, pursuant to a consulting service agreement dated Sept. 21, 2026. Under the EC agreement, Euroswiss is to provide investor relations and capital market advisory services to the company, with a focus on increasing investor awareness of the company among investors in the European market. As an initial step, Euroswiss will assist the company in updating its trading name and ticker symbol on the Frankfurt Stock Exchange to align with the company's Brandpilot identity and will support the company's efforts to obtain listings on additional German stock exchanges. The specific services contemplated to be provided by Euroswiss under the EC agreement also include investor marketing through features on investor websites, analyst coverage and distribution of publicly available information regarding the company across German-language financial media, news wires and press channels.

The promotional activities under the EC agreement are to be conducted principally through the following digital platforms and channels: content on German investor websites, including weekly newsletters and push notifications; distribution through German investor and social media channels, including banner, logo and news ticker placements and periodic performance updates with publication links and statistics for German stock exchanges; publication and distribution of market, sector, chart and peer group analyses on European financial media websites and investor news wires; publication of special reports and exclusive features through investor distribution channels; and editorial articles distributed through leading German-language capital market wires.

The engagement of Euroswiss under the EC agreement is expected to commence on or before Oct. 5, 2026, and is for an initial term of six months, expiring no later than April 5, 2027. The EC agreement may be renewed and extended by mutual agreement of Brandpilot and Euroswiss. As consideration for its services under the EC agreement, Euroswiss will receive a total engagement fee of $60,000, payable within 10 business days of the date of the EC agreement.

Jan-Eric Soetbeer, managing partner, will serve as Euroswiss's representative for the engagement.

About Jemini Capital

Jemini Capital is a full-service merchant bank advisory firm based in Vancouver, B.C., with deep experience guiding emerging natural resource and technology companies through every stage of growth. The firm has worked with more than 50 publicly listed companies, supporting over $400-million in debt and equity financings. Jemini Capital's services span strategic advisory, marketing, deal structuring, global investor networking, trade show representation and business development. Its team brings together former investment bankers, corporate development executives and finance professionals whose combined expertise underpins the firm's hands-on advisory approach.

About Euroswiss Capital Partners Inc.

Euroswiss is an international consulting firm headquartered in Luzern, Switzerland, specializing in business development, financial consulting and Internet strategy for publicly listed companies seeking to expand their presence in European markets.

Additional participation in debt settlement

The company also announces that an additional creditor has agreed to participate in the debt settlement previously announced in the company's news release dated Sept. 22, 2026. Pursuant to an agreement with the additional creditor, the company has agreed to issue, and the additional creditor has agreed to accept, 3.25 million units at a deemed issue price of two cents per unit in full and final satisfaction of $65,000 of indebtedness, composed of $50,000 of unpaid principal and $15,000 of accrued and unpaid interest owing under a convertible debenture of the company that matured on Aug. 23, 2026. The additional indebtedness is in addition to the $191,637 of indebtedness previously announced as being settled pursuant to the original debt settlement. Including the additional creditor's participation, the company has entered into agreements with creditors to settle an aggregate of $256,637 of indebtedness through the issuance of 12,831,850 units at a deemed issue price of two cents per unit.

Each unit to be issued pursuant to the debt settlement consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at a price of five cents 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 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 the warrants.

As previously disclosed in the company's news release dated Sept. 22, 2026, the company has agreed, pursuant to the debt settlement, to issue an aggregate of 146,850 units to 2674779 Ontario Ltd., an entity controlled by Brian Presement, a director of the company, in satisfaction of $2,937 of indebtedness. 2674779 Ontario is a related party of the company within the meaning of Multilateral Instrument 61-101. As a result, the debt settlement constitutes a related-party transaction within the meaning of MI 61-101.

The company is relying 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 connection with the related-party issuance, as neither the fair market value of the units to be issued in connection with the related-party issuance, nor the indebtedness being settled through such issuance exceeds 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

All securities issued pursuant to the debt settlement will be 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 CSE.

The debt settlement is expected to close in two tranches. The settlement of the original indebtedness is expected to close on Sept. 30, 2026, or such later date as may be determined by the company. The settlement of the additional indebtedness is expected to close on Oct. 5, 2026, or such later date as may be determined by the company. Each tranche remains subject to the receipt of all required approvals.

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.

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