Mr. Brandon Mina reports

BRANDPILOT ANNOUNCES UPSIZING OF PRIVATE PLACEMENT, CLOSING OF FIRST TRANCHE, AND STRATEGIC PARTNERSHIP WITH HYPERDRIVE MARKETING

Brandpilot AI Inc. has closed the first tranche of its previously announced (see press release dated Feb. 10, 2025) non-brokered private placement of units. In connection with the first tranche of the offering, the company raised gross proceeds of $1,069,263 from the issuance of 42,770,520 units. Each unit was priced at 2.5 cents and is composed of one common share and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share, at any time on or before Feb. 21, 2028 (subject to acceleration), at a price of 10 cents. If the company issues common share purchase warrants with an exercise price of less than 10 cents at any time prior to the expiry date, the exercise price of any unexercised warrants as at the date of such issuance shall be automatically reduced to match the exercise price of the newly issued warrants. Furthermore, if the common shares trade at or above a volume-weighted average price of 20 cents for a period of 20 consecutive trading days, the company will have the right to accelerate the expiry date of all or part of the outstanding warrants issued pursuant to the offering to a date that is 30 days from the notice of such acceleration that is provided to holders of warrants.

Due to strong investor demand, the company has upsized the offering from total gross proceeds of $1-million to up to $1.5-million, with the second and final tranche of the offering expected to close in early March, 2025.

"We are very excited to have access to these additional resources to supercharge our marketing efforts around the marketing of AdAi and to develop other AI based tools to reduce marketing fraud, waste and abuse," said Brandon Mina, chief executive officer.

He added: "Investor confidence in Brandpilot AI continues to grow, and this upsize of our private placement is a testament to the strength of our vision. These additional funds will allow us to accelerate the development and deployment of AI-driven marketing solutions like AdAi, helping brands eliminate fraud, cut ad waste and drive stronger results with every dollar spent."

Adam Szweras, chairman of the board, stated: "We are very pleased with the level of demand for this offering, as well as the strong participation by insiders and their friends and family. We have great confidence in Brandon and his team to successfully market AdAi generating significant savings for our clients and revenue for Brandpilot. I believe this financing will prove to be a pivotal turning point in our efforts to create significant value for our shareholders."

The company engaged certain finders in connection with the first tranche and paid such finders a cash commission of $28,400, which is 8 per cent of the gross proceeds sold to purchasers introduced to the company by such finders. The company also issued 1,136,000 warrants to the finder(s), which are equal to 8 per cent of the aggregate number of units sold to purchasers introduced to the company by such finders. Each broker warrant entitles the holder to purchase one unit at a price of 2.5 cents at any time on or before Feb. 21, 2027.

The company intends to use the net proceeds of the offering for marketing, working capital and other general corporate purposes. 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.

Pursuant to the offering, the company issued securities to a purchaser that is considered to be a related party (within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)), making the offering 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 subscription pursuant to Section 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 prior to the closing of the offering. The shorter period was necessary to permit the company to close the offering in a time frame consistent with usual market practice for transactions of this nature.

Marketing service agreement

Brandpilot has entered into a marketing service agreement with 1510906 B.C. Ltd., doing business as Hyperdrive Marketing.

"Hyperdrive brings a strategic, data-driven approach to investor engagement and brand storytelling. As we continue to scale, their expertise will help ensure that our successes -- whether in technology innovation or market expansion -- are effectively communicated to current and future shareholders," said Mr. Mina. "We expect the coming months to be pivotal in our efforts to rapidly create shareholder value, and we look forward to working with Hyperdrive and others to make sure our successes are recognized by shareholders and future shareholders alike."

Pursuant to the terms of the Hyperdrive agreement, Brandpilot will pay Hyperdrive: (i) a base fee of $10,000 per month; (ii) an additional $10,000 per month for media buys to be deployed at the discretion of Hyperdrive; and (iii) up to an additional $90,000 per month for media buys to be deployed at the discretion of Brandpilot, unless such media buys are paid directly by Brandpilot, all in exchange for the digital marketing, investor relations, advisory and investor communication services enumerated in the Hyperdrive agreement.

Hyperdrive is entirely arm's length to Brandpilot. The services provided by Hyperdrive are to commence as of Feb. 24, 2025, and continue until the completion of the services provided, which is expected to occur on or about June 30, 2025, or such other time as Brandpilot and Hyperdive may agree.

About Brandpilot AI Inc.

Brandpilot is a performance marketing technology company headquartered in Toronto, specializing in innovative solutions that deliver exceptional return on investment for global enterprise brands. Leveraging artificial intelligence, data analytics and industry expertise, Brandpilot AI empowers organizations to navigate complex advertising landscapes with precision. The company's core offering, AdAi combats ad waste by identifying cannibalistic ads in paid search campaigns, while Spectrum IQ harnesses microinfluencers to maximize ROI for global enterprise brands.

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