BrandPilot AI Steps Up Capital Markets Engagement with Appointments of Jemini Capital and Euroswiss Capital and Announces Additional Participation in Debt Settlement

The advisory agreements add upfront cash costs, while the proposed creditor settlement would issue shares and warrants.

Rhea-AI Summary

BrandPilot AI (BPAIF) engaged Jemini Capital and Euroswiss Capital for investor outreach and expanded its planned debt-for-units settlement.

The advisory contracts have initial six-month terms. Jemini began September 24, 2026, and Euroswiss is expected to begin by October 5, 2026. Jemini will receive $5,000 monthly plus GST, with $30,000 plus GST due upfront; Euroswiss will receive $60,000. Jemini can also earn financing fees and stock options tied to investor introductions.

An additional creditor agreed to exchange $65,000 of debt for 3,250,000 units. The agreements now cover $256,637 of debt for 12,831,850 units at $0.02 each. Each unit contains a share and a warrant to buy another share at $0.05 for up to two years, subject to acceleration. The original and additional settlements are expected to close September 30 and October 5, respectively, subject to required approvals.

5 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 8 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point$256,637 of debt is covered by agreements to exchange creditor claims for units. 4.7% of market cap

4 minor points

• Minor pointJemini Capital was engaged for investor outreach and financing support.
• Minor pointEuroswiss Capital was engaged to build investor awareness in Europe.
• Minor pointBrandPilot reports 18 paying clients.
• Minor point. Forward-looking: it has not happened yet and may not happen.Euroswiss will support efforts to obtain additional German exchange listings.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.12,831,850 units at a deemed $0.02 each would issue shares and dilute existing holders if the settlement closes. 4.7% of market cap

7 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Each unit includes a $0.05 warrant for another share, exercisable for up to two years, subject to acceleration.
• Minor point. Forward-looking: it has not happened yet and may not happen.$30,000 plus GST is due upfront for Jemini’s initial six months of service.
• Minor point. Forward-looking: it has not happened yet and may not happen.$60,000 is payable to Euroswiss within 10 business days of its agreement. 1.1% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Jemini can earn 7% of completed financing proceeds from subscriptions it introduces, subject to the agreement’s fee cap.
• Minor point. Forward-looking: it has not happened yet and may not happen.Jemini can receive an additional 2% on completed financing proceeds introduced by co-advisors it brings in, subject to the fee cap.
• Minor point. Forward-looking: it has not happened yet and may not happen.Jemini can receive 15,000 stock options per $10,000 raised from investors it directly introduces, capped at 700,000 options.
• Minor pointBoth debt-settlement tranches remain subject to required approvals; their September 30 and October 5, 2026 closings are expected, not completed.

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

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Toronto, Ontario--(Newsfile Corp. - September 28, 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 that it has engaged Jemini Capital ("Jemini") and Euroswiss Capital Partners Inc. ("Euroswiss") to provide investor relations and capital markets advisory services to broaden investor awareness of the Company.

"Having grown to 18 paying clients and continued to advance the commercialization of our technology solutions, we believe this is the right time to expand our capital markets activities and engage a broader investor audience," said Brandon Mina, CEO of BrandPilot. "Following our recent oversubscribed private placements, we are pleased to be partnering with Jemini and Euroswiss to expand our outreach and strengthen our engagement with investors across North America and Europe."

Engagement of Jemini Capital

The Company has engaged Jemini, a full-service merchant bank advisory firm based in Vancouver, British Columbia, pursuant to a consulting services agreement dated September 24, 2026 (the "JC Agreement"). Under the JC Agreement, Jemini is to provide shareholder communications, market intelligence, marketing and capital markets advisory services, including targeted investor lead generation, social media and email outreach, messaging application and broker distribution to high-net-worth investor groups, real-time activity reporting, and financing support in connection with the Company's marketing and capital-raising activities.

The promotional activities under the JC Agreement are expected to be conducted principally through the following platforms and channels: social media platforms (including through organic reposts, tags, mentions and content created around Company news releases); email distribution to Jemini's investor list; messaging applications, including WhatsApp, Telegram, Signal and other investor communication channels; telephone and email outreach to brokers and retail investors; and Zoom webinars, in support of marketing and financing activities.

Jemini's engagement under the JC Agreement commenced on September 24, 2026 and is for an initial term of six months, running to March 24, 2027. The JC Agreement continues on a month-to-month basis thereafter and may be terminated by either party on at least 30 days' written notice after the initial term. The Company may also terminate the JC Agreement immediately after the initial six-month term by paying one month's fee in lieu of notice.

As consideration for its services under the JC Agreement, Jemini will receive a cash fee of $5,000 per month plus applicable GST, with the initial six-month fee of $30,000 plus applicable GST payable upfront within 15 business days of the date of the JC Agreement. In addition, Jemini is entitled to a cash fee equal to 7% of the gross proceeds from subscriptions introduced by it in connection with a completed financing (the "Advisory Fee"). Where Jemini introduces co-advisors ("Co-Advisors") to the Company, Jemini may receive an additional advisory fee of 2% of the gross proceeds from subscriptions introduced by such Co-Advisors (the "Additional Advisory Fee") in connection with a completed financing. The Advisory Fee and the Additional Advisory Fee, together with any finder's fees payable to Co-Advisors in connection with a financing, may not exceed 10% of the gross proceeds from the financing, with Jemini's Advisory Fee and Additional Advisory Fee to be reduced as necessary so as not to exceed that cap.

Under the JC Agreement, Jemini is also entitled to receive 15,000 stock options ("Options") for each $10,000 in gross proceeds raised from investors introduced directly by Jemini in connection with a financing completed by BrandPilot, subject to a maximum of 700,000 Options. In accordance with the policies of the Canadian Securities Exchange (the "CSE"), any Options granted to Jemini under the JC Agreement shall be granted at an exercise price equal to the greatest of: (i) $0.05 per common share ("Common Share"); (ii) the closing market price of the Common Shares on the trading day immediately preceding the date of grant of the Options; and (iii) the closing market price of the Common Shares on the date of grant of the Options. In no case shall the aggregate number of Common Shares issuable upon exercise of any Options granted to Jemini under the JC Agreement exceed 2% of the outstanding number of Common Shares during any 12-month period.

Jerry Huang, Director, and Kevin Shum, Senior Associate, will serve as Jemini's representatives for the engagement.

Engagement of Euroswiss Capital Partners Inc.

The Company has engaged Euroswiss, an international consulting firm headquartered in Luzern, Switzerland, pursuant to a consulting services agreement dated September 21, 2026 (the "EC Agreement"). Under the EC Agreement, Euroswiss is to provide investor relations and capital markets advisory services to the Company, with a focus on increasing investor awareness of the Company among investors in the European market. As an initial step, Euroswiss will assist the Company in updating its trading name and ticker symbol on the Frankfurt Stock Exchange to align with the Company's BrandPilot identity and will support the Company's efforts to obtain listings on additional German stock exchanges. The specific services contemplated to be provided by Euroswiss under the EC Agreement also include investor marketing through features on investor websites, analyst coverage, and distribution of publicly available information regarding the Company across German-language financial media, newswires and press channels.

The promotional activities under the EC Agreement are to be conducted principally through the following digital platforms and channels: content on German investor websites, including weekly newsletters and push notifications; distribution through German investor and social media channels, including banner, logo and news ticker placements and periodic performance updates with publication links and statistics for German stock exchanges; publication and distribution of market, sector, chart and peer-group analyses on European financial media websites and investor newswires; publication of special reports and exclusive features through investor distribution channels; and editorial articles distributed via leading German-language capital markets wires.

The engagement of Euroswiss under the EC Agreement is expected to commence on or before October 5, 2026 and is for an initial term of six months, expiring no later than April 5, 2027. The EC Agreement may be renewed and extended by mutual agreement of BrandPilot and Euroswiss. As consideration for its services under the EC Agreement, Euroswiss will receive a total engagement fee of $60,000, payable within 10 business days of the date of the EC Agreement.

Jan-Eric Soetbeer, Managing Partner, will serve as Euroswiss' representative for the engagement.

About Jemini Capital

Jemini Capital is a full-service merchant bank advisory firm based in Vancouver, British Columbia, with deep experience guiding emerging natural resource and technology companies through every stage of growth. The firm has worked with more than 50 publicly listed companies, supporting over $400 million in debt and equity financings. Jemini Capital's services span strategic advisory, marketing, deal structuring, global investor networking, tradeshow representation and business development. Its team brings together former investment bankers, corporate development executives and finance professionals whose combined expertise underpins the firm's hands-on advisory approach.

Jemini Capital's office is located at 201-6333 Granville Street, Vancouver, British Columbia. For more information, contact 647-725-3888 or info@jeminicapital.com, or visit www.jeminicapital.com.

About Euroswiss Capital Partners

Euroswiss Capital Partners Inc. is an international consulting firm headquartered in Luzern, Switzerland, specializing in business development, financial consulting and internet strategy for publicly listed companies seeking to expand their presence in European markets. The office of Euroswiss Capital Partners is located at Sempacher Str. 15, 6003 Luzern, Switzerland. For more information, contact js@euroswiss.group or visit euroswiss.group.

Additional Participation in Debt Settlement

The Company also announces that an additional creditor (the "Additional Creditor") has agreed to participate in the debt settlement previously announced in the Company's news release dated September 22, 2026 (the "Original Debt Settlement" and, together with the additional settlement described herein, the "Debt Settlement"). Pursuant to an agreement with the Additional Creditor, the Company has agreed to issue, and the Additional Creditor has agreed to accept, 3,250,000 units (each, a "Unit") at a deemed issue price of $0.02 per Unit in full and final satisfaction of $65,000 of indebtedness, comprised of $50,000 of unpaid principal and $15,000 of accrued and unpaid interest owing under a convertible debenture of the Company that matured on August 23, 2026 (the "Additional Indebtedness"). The Additional Indebtedness is in addition to the $191,637 of indebtedness previously announced as being settled pursuant to the Original Debt Settlement (the "Original Indebtedness"). Including the Additional Creditor's participation, the Company has entered into agreements with creditors to settle an aggregate of $256,637 of indebtedness through the issuance of 12,831,850 Units at a deemed issue price of $0.02 per Unit.

Each Unit to be issued pursuant to the Debt Settlement consists of one Common Share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire 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 of the Warrants.

As previously disclosed in the Company's news release dated September 22, 2026, the Company has agreed, pursuant to the Debt Settlement, to issue an aggregate of 146,850 Units to 2674779 Ontario Limited, an entity controlled by Brian Presement, a director of the Company, in satisfaction of $2,937 of indebtedness (the "Related Party Issuance"). 2674779 Ontario Limited is a "related party" of the Company within the meaning of MI 61-101. As a result, the Debt Settlement constitutes a "related party transaction" within the meaning of MI 61-101.

The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, in connection with the Related Party Issuance, as neither the fair market value of the Units to be issued in connection with the Related Party Issuance, nor the indebtedness being settled through such issuance, exceeds 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the CSE.

The Debt Settlement is expected to close in two tranches. The settlement of the Original Indebtedness is expected to close on September 30, 2026, or such later date as may be determined by the Company. The settlement of the Additional Indebtedness is expected to close on October 5, 2026, or such later date as may be determined by the Company. Each tranche remains subject to the receipt of all required approvals.

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 FOR BRANDPILOT

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 information may be identified by words such as "will", "expects", "anticipates", "believes", "projects", "plans", "intends" and similar expressions. Statements regarding, among other things: the specific investor relations and capital markets advisory services to be provided by Jemini and Euroswiss under their respective agreements with the Company, the platforms and channels through which those services are expected to be provided, the anticipated benefits of the engagements, and the anticipated terms and duration of the engagements; the Company's efforts to obtain listings of its Common Shares on additional German stock exchanges and to update its trading name and ticker symbol on the Frankfurt Stock Exchange; the issuance of the Units pursuant to the Debt Settlement on the same terms described herein; the number of Units to be issued and the amount of indebtedness to be settled pursuant to the Debt Settlement; the anticipated closing dates of the Debt Settlement and any extension thereof; the amount of related party participation in connection with the Debt Settlement, including the Related Party Issuance; the Company's reliance on exemptions from the formal valuation and minority approval requirements under MI 61-101 in connection with the Related Party Issuance; the receipt of all required approvals; and the Company's ability to execute its business strategy and maintain, enhance and commercialize its product offerings are all considered forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements.

Forward-looking information involves significant risks, uncertainties and assumptions. The forward-looking information contained in this news release is based on assumptions considered reasonable by management as of the date hereof, including assumptions regarding the receipt of all required approvals, the satisfaction of the conditions to completion of the Debt Settlement, the continued availability of the exemptions under MI 61-101, the absence of any material adverse change before completion of the Debt Settlement, and the Company's ability to execute its business strategy and maintain, enhance and commercialize its product offerings. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These risks and uncertainties include, but are not limited to: the risk that the investor relations and promotional activities contemplated under the Company's engagements with Jemini and Euroswiss may not be completed as contemplated or that, even if completed, such activities may not achieve their intended objectives; the risk that the Company may not obtain listings on additional German stock exchanges or complete the proposed Frankfurt Stock Exchange name and ticker update as contemplated; the Company's ability to complete the Debt Settlement on the terms described herein or at all; the receipt of all required approvals in respect of the Debt Settlement; the possibility that market conditions or regulatory requirements may result in changes to the terms or timing of the Debt Settlement; changes in the Company's market capitalization that could affect its reliance on the exemptions under MI 61-101; the Company's ability to execute its business strategy and achieve its proposed business objectives; the Company's ability to successfully develop, maintain and commercialize its product offerings; competitive pressures in AI-powered marketing and digital advertising technologies; risks applicable to the Company's business and the markets in which it operates; and general economic, market and business conditions. Readers are cautioned not to place undue reliance on forward-looking information. Although the forward-looking information contained in this news release is 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 (CSE) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) 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/316353

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt is BrandPilot AI settling for units?

BrandPilot AI has agreements to settle $256,637 of indebtedness by issuing 12,831,850 units at a deemed price of $0.02 per unit. That includes an additional creditor’s agreement to accept 3,250,000 units for $65,000 of debt.

Can the warrants in BrandPilot AI’s debt settlement expire early?

Yes. If the common shares trade at or above a $0.15 volume-weighted average price for 20 consecutive trading days, BrandPilot may move the warrants’ expiry to 30 days after it gives holders notice.

Does BrandPilot AI’s debt settlement include a director-related creditor?

Yes. BrandPilot agreed to issue 146,850 units to 2674779 Ontario Limited, an entity controlled by director Brian Presement, to settle $2,937 of debt. The company is relying on stated exemptions from formal valuation and minority approval requirements for that issuance.

What limits apply to Jemini Capital’s financing compensation from BrandPilot AI?

Jemini’s advisory fees, together with any finder’s fees payable to co-advisors, cannot exceed 10% of gross financing proceeds. Its stock options are capped at 700,000, and shares issuable through those options cannot exceed 2% of outstanding common shares during any 12-month period.