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

Rhea-AI Summary

BrandPilot AI (CSE:BPAIF) announced a debt settlement and equity awards on December 5, 2025.

The company issued 690,910 Debt Settlement Units at a deemed price of $0.025 per unit to settle $17,272.75 of outstanding debt; each unit includes one common share and a warrant exercisable at $0.05 until the 24-month anniversary. The Canadian Securities Exchange approved the Debt Settlement and securities are subject to a 4-month plus one day hold period.

On December 1, 2025 the company granted 2,800,000 stock options exercisable at $0.05 until December 1, 2030 (three-year vesting) and 5,050,000 restricted share units that vest on December 1, 2028; shares from exercises will carry a 4-month plus one day hold period. Grants are under the company omnibus equity incentive plan approved May 31, 2024.

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

What did BrandPilot AI (BPAIF) issue to settle debt on December 5, 2025?

BrandPilot AI issued 690,910 Debt Settlement Units at a deemed price of $0.025 per unit to settle $17,272.75 of debt.

What are the terms of the warrants included in BrandPilot AI's Debt Settlement units (BPAIF)?

Each Debt Settlement Unit includes a warrant exercisable into one common share at $0.05 anytime on or before the 24-month anniversary from issuance.

How many options did BrandPilot AI (BPAIF) grant and what is the exercise price?

The company granted an aggregate of 2,800,000 options with an exercise price of $0.05 per share, exercisable until December 1, 2030.

What are the RSU terms BrandPilot AI (BPAIF) granted on December 1, 2025?

BrandPilot AI granted 5,050,000 restricted share units that vest on December 1, 2028, each convertible into one common share upon vesting.

When do the options and RSUs granted by BrandPilot AI (BPAIF) vest and when do exercised shares become tradable?

Options vest over three years from the December 1, 2025 grant date; RSUs vest on December 1, 2028; all issued shares are subject to a 4-month plus one day hold period from issuance.

Under which plan were BrandPilot AI's (BPAIF) equity grants made and when was it approved?

All grants were made under the company's omnibus equity incentive plan, which shareholders approved on May 31, 2024.