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

MWN-AI** Summary

BrandPilot AI Inc. (CSE: BPAI) announced the successful closing of a debt settlement, issuing 690,910 units to settle an outstanding debt of $17,272.75 owed to a strategic advisor for prior services. Each unit, termed "Debt Settlement Unit," consists of one common share and a warrant exercisable at $0.05 for a two-year period. This transaction has received approval from the Canadian Securities Exchange, although the securities are subject to a hold period of four months and a day from issuance.

In a separate announcement, the company revealed a grant of equity awards to certain officers, directors, and consultants on December 1, 2025. This includes 2,800,000 common share purchase options and 5,050,000 restricted share units (RSUs). Each option allows the holder to buy one common share at an exercise price of $0.05, valid until December 1, 2030, with a three-year vesting period. The RSUs will vest on December 1, 2028, with each unit entitling the holder to one common share upon vesting. Like the debt settlement securities, these shares will also face a four-month and one-day hold period post-issuance.

All these grants fall under the company's omnibus equity incentive plan, which had received shareholder approval in May 2024. BrandPilot AI is a Toronto-based performance marketing technology firm that leverages artificial intelligence and data analytics to drive high returns on investment for global enterprise brands. Its flagship product, Spectrum IQ, utilizes micro-influencers to enhance marketing effectiveness, while its AdAi product focuses on minimizing advertising waste in paid search campaigns.

MWN-AI** Analysis

BrandPilot AI Inc. (CSE: BPAI) recently announced a debt settlement and the issuance of stock options and restricted share units, signaling a strategic move that investors should carefully analyze. The company settled an outstanding debt of $17,272.75 by issuing 690,910 Debt Settlement Units at $0.025 each, which reflects a commitment to manage liabilities without depleting cash reserves. Each unit includes a common share and a warrant exercisable at $0.05, incentivizing future investment and possible shareholder value increase.

For investors, the debt settlement is a positive indicator of BrandPilot's maneuverability in a challenging market. With an exercise price of $0.05 for the common shares tied to the newly issued options and RSUs, the company is potentially positioning itself for significant appreciation over the next five years, provided they execute effectively on their growth strategy, particularly in performance marketing technology.

The granted options and RSUs, totaling 7.85 million shares, suggest that BrandPilot is aligning its incentives with long-term growth by imposing a three-year vesting period. This reflects management's confidence in the company's trajectory and has the potential to enhance shareholder value as these components will lead to increased equity participation if the company outperforms market expectations.

However, investors should remain cautious. The issuance of these shares and units could dilute existing shareholders unless managed properly. The four-month hold period also means that any sell-off after this timeframe could exert downward pressure on the stock price.

Overall, BrandPilot AI's recent announcements present both opportunities and risks. Investors should monitor the company's execution of its marketing strategies and broader market conditions closely. It is advisable to consider either entering positions at lower prices or preparing for potential volatility as these new shares become tradable.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Newsfile

Toronto, Ontario--(Newsfile Corp. - December 5, 2025) - BrandPilot AI Inc. (CSE: BPAI) ("BrandPilot" or the "Company") is pleased to announce that it has issued an aggregate of 690,910 units of the Company (each, a "Debt Settlement Unit") at a deemed price of $0.025 per Debt Settlement Unit to settle an outstanding debt totaling $17,272.75 owed to a strategic advisor for past services (the "Debt Settlement").

Each Debt Settlement Unit consists of one common share in the capital of BrandPilot (each a "Common Share") and one Common Share purchase warrant exercisable into one Common Share at a price of $0.05 at any time on or before the twenty-four (24) month anniversary from the date of issuance.

The Debt Settlement has been approved by the Canadian Securities Exchange. All securities issued in connection with the Debt Settlement will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of 4 months and one day from the date of issuance.

Grant of Options and Restricted Share Units

The Company also announces that on December 1, 2025 (the "Grant Date") certain officers, directors and consultants were granted an aggregate of 2,800,000 Common Share purchase options of the Company (each an "Option") and 5,050,000 restricted share units of the Company (each an "RSU").

Each Option entitles the holder thereof to purchase one Common Share at an exercise price of $0.05 per Common Share until December 1, 2030. The Options are subject to a three-year vesting period from the Grant Date. The RSUs vest on December 1, 2028, and, upon vesting, each RSU shall entitle the holder thereof to receive one Common Share. All Common Shares issued on the exercise of the Options and RSUs will be subject to a hold period of 4 months and one day from the date of issuance pursuant to the policies of the Canadian Securities Exchange.

All grants of Options and RSUs are subject to the terms of the Company's omnibus equity incentive plan (the "Omnibus Plan"), which was approved by shareholders on May 31, 2024. A copy of the Omnibus Plan can be found in Schedule "C" of the Company's management information circular dated April 16, 2024, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

About BrandPilot AI Inc.

BrandPilot (CSE: BPAI) is a performance marketing technology company headquartered in Toronto, specializing in innovative solutions that deliver exceptional return-on-investment (ROI) for global enterprise brands. Leveraging artificial intelligence, data analytics, and industry expertise, BrandPilot empowers organizations to navigate complex advertising landscapes with precision. The Company's flagship product, Spectrum IQ, harnesses micro-influencers to maximize ROI for global enterprise brands, while AdAi combats ad waste by identifying cannibalistic ads in paid search campaigns.

CONTACT INFORMATION

BrandPilot AI
Brandon Mina
Chief Executive Officer
ir@brandpilot.ai
+1-519-239-6460

Neither the Canadian Securities Exchange, nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276786

FAQ**

How does BrandPilot AI Inc. (BPAIF) plan to utilize the capital raised from the recent Debt Settlement Unit issuance in its operations?

BrandPilot AI Inc. (BPAIF) plans to utilize the capital raised from the recent Debt Settlement Unit issuance to enhance its operational capabilities, invest in AI development, and expand its market reach to drive growth and innovation in its services.

What implications could the vesting periods of options and RSUs have on the stock performance of BrandPilot AI Inc. (BPAIF) over the next few years?

The vesting periods of options and RSUs for BrandPilot AI Inc. could create favorable stock performance by aligning employee incentives with long-term company growth, but may also lead to volatility as employees sell shares upon vesting, impacting supply and demand dynamics.

With the increasing emphasis on ROI in advertising, how does BrandPilot AI Inc. (BPAIF) differentiate its technology solutions from competitors in the market?

BrandPilot AI Inc. differentiates its technology solutions by leveraging advanced machine learning algorithms to deliver precise, real-time ROI analytics and actionable insights, enabling brands to optimize their advertising strategies more effectively than competitors.

In what ways might BrandPilot AI Inc. (BPAIF) leverage artificial intelligence to enhance its performance marketing strategies and drive growth in the coming years?

BrandPilot AI Inc. (BPAIF) could leverage artificial intelligence by utilizing predictive analytics for targeted ad placements, automating campaign optimizations in real-time, personalizing user experiences through data insights, and enhancing customer segmentation to improve conversion rates and ROI.

**MWN-AI FAQ is based on asking OpenAI questions about BrandPilot AI Inc. (OTC: BPAIF).

BrandPilot AI Inc.

NASDAQ: BPAIF

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