BrandPilot AI Announces Private Placement of $750,000

Executive Summary

• BrandPilot AI Inc. announced a non-brokered private placement of 30,000,000 units at C$0.025 per unit, raising aggregate gross proceeds of $750,000 under the Listed Issuer Financing Exemption.
• Each unit consists of one common share and one common share purchase warrant, with warrants exercisable at $0.05 after a 60-day holding period, expiring five years from issuance.
• Proceeds are designated for general corporate expenses and working capital, with the final closing expected no later than October 3, 2025.

Key Details

• Transaction Structure: Non-brokered private placement of 30,000,000 Units.
• Price: C$0.025 per Unit.
• Gross Proceeds: $750,000 CAD.
• Unit Composition: Each Unit comprises one Common Share and one Common Share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.05 per share.
  • Exercise Window: Commencing 60 days after issuance and expiring on the fifth anniversary of issuance.
  • Acceleration Clause: If the volume weighted average trading price of Common Shares is at least $0.15 for 10 consecutive trading days, the Company may accelerate the expiry date to no less than 30 days after notice to warrant holders.
• Use of Proceeds: General corporate expenses and working capital.
• Regulatory Exemption: Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935 (excluding Québec).
• Hold Period: Securities are not subject to a hold period under Canadian securities laws.
• Closing Timeline: Closing may occur in multiple tranches; final closing expected no later than October 3, 2025.
• Conditions: Subject to regulatory approvals and acceptance by the Canadian Securities Exchange (CSE).
• Insider Participation: Insiders may participate; treated as a related party transaction under MI 61-101, relying on exemptions from formal valuation and minority shareholder approval requirements as the fair market value involving interested parties is not expected to exceed 25% of market capitalization.
• Finder’s Fees: The Company may pay finders' fees in cash, securities, or a combination, as permitted by CSE policies.

Notable Quotes

• Brandon Mina, CEO: "Although current market valuations are not ideal, we believe securing this funding is in the best interest of our shareholders. It enables us to sustain and scale our marketing initiatives, which are already delivering results. This financing also gives us an opportunity to broaden our network of committed, well-connected investors who share our vision and can help accelerate our growth."