BrandPilot AI Announces Closing of Debt Settlement and Grant of Options and Restricted Share Units

Executive Summary

• BrandPilot AI Inc. issued 690,910 Debt Settlement Units at $0.025 each to settle a $17,272.75 debt owed to a strategic advisor.
• Each unit includes one common share and a warrant to purchase an additional share at $0.05, exercisable for up to 24 months.
• On December 1 2025 the company granted 2,800,000 common‑share purchase options (exercise price $0.05) and 5,050,000 restricted share units, all subject to vesting schedules and hold periods.

Key Details

• Debt Settlement Units: 690,910 units issued at a deemed price of $0.025 per unit, total consideration $17,272.75.
• Unit Composition: Each unit = 1 common share + 1 warrant (exercise price $0.05) exercisable any time before the 24‑month anniversary of issuance.
• Hold Periods: All securities issued in connection with the debt settlement are subject to a hold period of 4 months + 1 day from issuance, per CSE regulations.
• Option Grant (Dec 1 2025): 2,800,000 common‑share purchase options, exercise price $0.05 per share, exercisable until Dec 1 2030, with a three‑year vesting period.
• RSU Grant (Dec 1 2025): 5,050,000 restricted share units vesting on Dec 1 2028; each RSU converts to one common share upon vesting.
• Hold Periods for Options/RSUs: Shares issued upon exercise of options or conversion of RSUs are also subject to a 4‑month + 1‑day hold period under CSE policies.
• Omnibus Equity Incentive Plan: All grants are governed by the Company’s Omnibus Plan approved by shareholders on May 31 2024 (see Schedule “C” of the management information circular dated April 16 2024).

Notable Quotes

• No executive quotes were included in this release.