
Toronto, Ontario–(Newsfile Corp. – June 25, 2025) – BrandPilot AI Inc. (CSE: BPAI) (“BrandPilot” or the “Company”) is pleased to announce that it has closed the second and final tranche (the “Second Tranche”) of its previously announced (see press releases dated February 10, 2025 and February 28, 2025) non-brokered private placement (the “Offering”) of units of the Company (“Units”), for aggregate gross proceeds of $166,187 from the issuance of 6,647,480 Units. Including the Second Tranche, the Company raised an aggregate of $1,215,450 from the issuance of 49,418,000 Units in the Offering. Each Unit is priced at $0.025 and comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share, at any time on or before the 36 month anniversary of the date of issuance (subject to certain acceleration provisions) (the “Expiry Date”) at a price of $0.10 (the “Warrant Exercise Price”). If the Company issues Common Share purchase warrants with an exercise price of less than $0.10 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 $0.20 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.
“This Offering reflects the confidence our investors have in BrandPilot’s ability to solve major inefficiencies in advertising,” said Brandon Mina, CEO of BrandPilot. “With this capital, we are continuing the rollout of our technology, scaling enterprise adoption of our products, and deepening our commitment to transparency and performance for marketers navigating increasingly complex digital landscapes.”
If all Warrants issued in the Offering were exercised, then the closing of the Offering would result in the issuance of greater than 100% of the Company’s share capital (on a partially diluted basis) as at the commencement of the Offering. As a result, certain investors have agreed that their Warrants will not be exercisable unless and until the Company obtains Shareholder approval for the issuance of such Warrants (excluding the votes attached to the Common Shares issued in the Offering) (the “Shareholder Approval”) in accordance with section 4.6(2) of the policies of the Canadian Securities Exchange. An aggregate of 26,424,520 Warrants remain subject to such Shareholder Approval.
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