BrandPilot AI Announces Private Placement Offering of Units

Rhea-AI Summary

BrandPilot AI (CSE: BPAI, OTCQB: BPAIF) announced a non-brokered private placement of up to 12,500,000 Units at $0.02 per Unit to raise up to $250,000 in gross proceeds. Each Unit consists of one common share and one warrant.

Each warrant allows purchase of one common share at $0.05 for two years, with expiry acceleration if shares trade at or above a $0.15 VWAP for 20 consecutive trading days. Closing is expected on August 31, 2026, subject to Canadian Securities Exchange approval. Net proceeds are intended for working capital and general corporate purposes.

BrandPilot may pay eligible finders up to 8% cash fees and issue broker warrants equal to 8% of Units sold, exercisable at $0.02 per Unit for 24 months. All securities will be subject to a four-month-and-one-day hold period.

Positive

• Private placement up to $250,000 via 12,500,000 Units at $0.02
• Unit structure adds one share plus one $0.05 warrant per Unit
• Prior offering raised $854,500 in gross proceeds on July 14, 2026
• Finder compensation aligned to success at up to 8% cash and 8% broker warrants

Negative

• Potential dilution from up to 12,500,000 new shares plus equal number of warrants
• Additional dilution risk from broker warrants equal to 8% of Units sold
• Financing not guaranteed, as closing remains subject to CSE and other approvals

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Toronto, Ontario--(Newsfile Corp. - August 24, 2026) - BrandPilot AI Inc. (CSE: BPAI) (OTCQB: BPAIF) (FSE: 8LH0) ("BrandPilot" or the "Company"), a performance marketing technology company focused on identifying and eliminating inefficiencies in digital advertising for global enterprise brands, is pleased to announce a non-brokered private placement (the "Offering") of up to 12,500,000 units (the "Units") at a price of $0.02 per Unit for aggregate gross proceeds of up to $250,000.

The Company is undertaking the Offering in response to continued investor interest following the successful completion of its previously announced upsized non-brokered private placement which closed on July 14, 2026 and raised aggregate gross proceeds of $854,500 (the "Prior Offering"). The Offering will be conducted on substantially the same terms as the Prior Offering, except that the Warrants issued under the Offering will have a term of two years rather than five years.

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share at a price of $0.05 at any time on or before the date that is two years following the date of issuance, subject to acceleration. If the Common Shares trade at or above a volume-weighted average price of $0.15 for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants to a date that is 30 days following notice to the holders thereof.

The Offering is expected to close on August 31, 2026, or such later date as may be determined by the Company. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

In connection with the Offering, the Company may pay finders' fees in cash or securities, or a combination thereof, to certain finders, as permitted by the policies of the Canadian Securities Exchange (the "CSE"). Eligible finders may receive (i) a cash fee equal to 8% of the aggregate gross proceeds from subscriptions introduced by such finders, and (ii) broker warrants (the "Broker Warrants") equal to 8% of the aggregate number of Units purchased by subscribers introduced by such finders. Each Broker Warrant will entitle the holder thereof to acquire one Unit at a price of $0.02 per Unit for a period of 24 months from the date of issuance. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance.

The Offering remains subject to receipt of all necessary approvals, including the approval of the CSE.

About BrandPilot AI

BrandPilot AI (CSE: BPAI) is a performance marketing technology company headquartered in Toronto, focused on identifying and eliminating inefficiencies in digital advertising for global enterprise brands. The Company's core capabilities include AdAi, which eliminates cannibalistic branded search spend that inflates costs without driving incremental value; ClickRadar™, which compiles forensic bot-detection reports to reclaim refunds associated with invalid traffic; and SearchIQ™, which enables brands to measure and optimize their presence across generative AI search platforms.

BrandPilot is purpose-built to address structural challenges in modern digital advertising, where increasing automation and scale can reduce transparency and accountability. Operating as an independent performance and validation layer, the Company helps enterprises recover wasted budgets, restore data integrity, and gain clearer visibility into how advertising dollars are spent so performance can be improved with greater confidence.

CONTACT INFORMATION

BrandPilot AI
Brandon Mina
Chief Executive Officer
+1-888-960-2724
ir@brandpilot.ai

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the business of the Company. Such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Statements regarding, among other things, the Company's strategic plans, including statements regarding the completion of the Offering and the expected closing date thereof, the anticipated use of proceeds, and the receipt of regulatory approvals are all considered forward-looking information. These statements should not be read as guarantees of future performance or results.

Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to: the Company's ability to complete the Offering on the terms described herein or at all; the receipt of necessary regulatory approvals; market conditions; the availability of financing; the Company's ability to execute its business strategy; competitive pressures in AI-powered marketing technologies; and the Company's ability to achieve its proposed business objectives. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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/311041

FAQ

What are the key terms of BrandPilot AI (OTCQB: BPAIF) August 2026 private placement?

BrandPilot AI plans a non-brokered private placement of up to 12,500,000 Units at $0.02 per Unit, for gross proceeds up to $250,000. Each Unit includes one common share and one warrant exercisable at $0.05 for two years, subject to acceleration.

How will the BrandPilot AI (BPAIF) private placement warrants work?

Each Unit includes one warrant to buy one BrandPilot AI common share at $0.05 for two years. According to the company, if shares trade at a $0.15 VWAP for 20 consecutive days, warrant expiry may be accelerated to 30 days after notice.

When is the expected closing date for BrandPilot AI’s August 2026 financing?

BrandPilot AI expects the private placement to close on August 31, 2026, or a later date it may determine. According to the company, the closing remains subject to all necessary approvals, including from the Canadian Securities Exchange.

What will BrandPilot AI (BPAIF) use the private placement proceeds for?

BrandPilot AI intends to use the net proceeds from the private placement for working capital and general corporate purposes. According to the company, the Offering responds to continued investor interest following its prior July 14, 2026 financing.

Are there finder fees associated with the BrandPilot AI private placement?

According to BrandPilot AI, eligible finders may receive cash fees equal to 8% of gross proceeds from their subscribers and broker warrants equal to 8% of Units sold. Each broker warrant lets the holder buy one Unit at $0.02 for 24 months.

Will BrandPilot AI’s new private placement securities be subject to a hold period?

Yes. All securities issued in BrandPilot AI’s private placement will be subject to a statutory hold period of four months and one day from issuance. According to the company, this applies to Units, underlying shares, warrants, and any broker warrants.

How does the August 2026 BrandPilot AI placement compare to the July 2026 offering?

The new Offering targets up to $250,000, after a July 14, 2026 private placement that raised $854,500. According to BrandPilot AI, terms are substantially similar, except the new warrants have a two-year term instead of five years.