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

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.

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