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.

Key Figures

Debt settled: $17,272.75 Debt Settlement Units: 690,910 units Warrant exercise price: $0.05 +5 more

8 metrics

Debt settled $17,272.75 Debt settlement with strategic advisor via units at $0.025

Debt Settlement Units 690,910 units Issued at deemed price of $0.025 per unit

Warrant exercise price $0.05 Debt Settlement Unit warrants exercisable for 24 months

Officer/director options 2,800,000 options at $0.05 Options granted Dec 1, 2025, expiring Dec 1, 2030

Restricted share units 5,050,000 RSUs RSUs vest on December 1, 2028

Hold period 4 months and 1 day Applies to securities from Debt Settlement and equity grants

Current share price $0.0104 Price before this news, up 143.7% in 24 hours

52-week range $0.0015–$0.20 Price sits 593.33% above low and 94.8% below high

Market Reality Check

Price: $0.0275 Vol: Volume 21,000 is 1.69x th...

high vol

$0.0275 Last Close

Volume Volume 21,000 is 1.69x the 20-day average of 12,412 shares. high

Technical Price at $0.0104; 200-day MA reported at $0.02 with relative position marked as above.

Peers on Argus

BPAIF gained 143.7%, while peers were mixed: VISM up 9.47%, OVTZ and IPSI down 2...

BPAIF gained 143.7%, while peers were mixed: VISM up 9.47%, OVTZ and IPSI down 2.01% and 11.93%, others flat. Moves do not indicate a unified sector trend.

Historical Context

5 past events · Latest: Nov 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 21	Board and debt update	Positive	+15.6%	Board change and planned debt settlement using equity units.
Nov 03	AGM rescheduled	Neutral	+8.5%	AGM cancellation and rescheduling due to Canada Post strike.
Oct 16	Commercial traction update	Positive	-7.7%	Strong AdAi audit-to-trial and customer conversion metrics.
Oct 09	Conference participation	Positive	+27.0%	Participation in Digital Marketing World Forum and webinar announcement.
Sep 22	Conference presentations	Positive	+39.0%	Presentations on AI-powered ad waste solutions at major conferences.

Pattern Detected

Recent AI-tagged and operational announcements often saw positive price reactions, though strong commercial updates have occasionally been followed by negative moves.

Recent Company History

Over the last six months, BrandPilot AI issued several AI-focused business updates and capital structure changes. Events included warrant repricing on Sep 18, 2025, multiple conference participations, commercial traction updates, and a prior debt settlement announcement on Nov 21, 2025. Most of these saw positive 24-hour moves, such as +39% and +26.97%, while one strong commercial update produced a -7.72% reaction. Today’s completed debt settlement and equity grants follow this pattern of incremental corporate actions.

Market Pulse Summary

This announcement details completion of a small debt settlement totaling $17,272.75 via 690,910 equi...

Analysis

This announcement details completion of a small debt settlement totaling $17,272.75 via 690,910 equity units and the grant of 2,800,000 options plus 5,050,000 RSUs under the omnibus equity plan. These actions continue BrandPilot AI’s pattern of adjusting its capital structure alongside AI-focused growth efforts. Investors may monitor future disclosures for how equity-based awards affect share count and for additional AI commercial updates, which historically have driven notable price moves.

Key Terms

common share purchase warrant, restricted share units, omnibus equity incentive plan, management information circular, +1 more

5 terms

common share purchase warrant financial

"one Common Share purchase warrant exercisable into one Common Share at a price"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

restricted share units financial

"and 5,050,000 restricted share units of the Company (each an "RSU")"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

omnibus equity incentive plan financial

"subject to the terms of the Company's omnibus equity incentive plan"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

management information circular regulatory

"Schedule "C" of the Company's management information circular dated April 16, 2024"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

hold period regulatory

"subject to a hold period of 4 months and one day from the date of issuance"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

AI-generated analysis. Not financial advice.

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.