BrandPilot AI Announces Closing of First Tranche of Private Placement

Executive Summary

• BrandPilot AI Inc. closed the first tranche of its previously announced non-brokered private placement, issuing 25,000,000 units for $500,000 in aggregate gross proceeds.
• Each unit comprises one common share and one warrant exercisable at $0.05 per share for five years, with acceleration provisions tied to share price performance.
• Net proceeds will fund product development, marketing and sales initiatives, and general working capital, with a second tranche pending Canadian Securities Exchange approval and customary closing conditions.

Key Details

• Transaction Structure: Non-brokered private placement; first tranche closed, second tranche expected pending CSE approval and customary conditions (no assurance of completion).
• Pricing & Quantity: 25,000,000 units issued at $0.02 per unit for $500,000 in gross proceeds.
• Warrant Terms: Each unit includes one warrant exercisable at $0.05 per common share for a 5-year term; acceleration clause triggers if shares trade at or above a $0.15 VWAP for 20 consecutive trading days, moving expiry to 30 days post-notice to holders.
• Use of Proceeds: Product development, marketing and sales initiatives, and general working capital.
• Finder’s Fees: $9,600 in cash commissions and 480,000 broker warrants issued to eligible finders (exercisable at $0.02 per unit for 36 months).
• Hold Period: All securities subject to a statutory hold period of four months and one day from issuance.
• Company Focus: Performance marketing technology for global enterprise brands, offering AdAi (branded search spend optimization), ClickRadar™ (forensic bot-detection and invalid traffic refunds), and SearchIQ™ (generative AI search platform measurement).

Notable Quotes

• "This first tranche closing strengthens BrandPilot's ability to continue executing on its commercial priorities," said Brandon Mina, CEO. "We are focused on supporting our enterprise pipeline, advancing product development, and expanding the capabilities required to help brands identify wasted advertising spend, improve performance transparency, and make better use of their digital marketing budgets. We look forward to completing the second tranche as we continue to support the Company's growth initiatives."