Mr. Brandon Mina reports

BRANDPILOT AI ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED DEBT SETTLEMENT

Brandpilot AI Inc. has closed the debt settlement previously announced in its news releases dated Sept. 22, 2026, and Sept. 28, 2026. The debt settlement was completed in a single closing.

Pursuant to the debt settlement, the company issued an aggregate of 12,831,725 units at a deemed issue price of two cents per unit in full and final satisfaction of $256,634.50 of indebtedness owing to certain creditors. Of these units, 9,581,725 were issued in satisfaction of $191,634.50 of accounts payable and cash advances, and 3.25 million were issued in satisfaction of $65,000 of indebtedness owing under a convertible debenture that matured on Aug. 23, 2026, consisting of $50,000 of unpaid principal and $15,000 of accrued and unpaid interest. The aggregate indebtedness settled and the number of units issued were slightly lower than previously disclosed following final reconciliation of the indebtedness immediately prior to closing.

Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at a price of five cents 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 15 cents 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.

"Completing this debt settlement is a positive step for Brandpilot as we continue strengthening our financial position and positioning the company for its next phase of growth," said Brandon Mina, chief executive officer of Brandpilot. "By reducing outstanding liabilities while preserving cash, we can remain focused on our commercial priorities, supporting our customers and advancing our technology. We appreciate the continued support of our creditors and their willingness to participate in the company's future."

Pursuant to the debt settlement, the company issued an aggregate of 146,850 units to 2674779 Ontario Ltd., an entity controlled by Brian Presement, a director of the company, in satisfaction of $2,937 of indebtedness. 2674779 Ontario is a related party of the company within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). As a result, the debt settlement constitutes a related-party transaction within the meaning of MI 61-101. The company relied 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 issued in connection with the related-party issuance, nor the indebtedness settled through such issuance exceeded 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.

The company did not file a material change report at least 21 days before the expected closing date of the debt settlement because the details of the related-party issuance were not finalized until shortly before closing and the company wished to complete the debt settlement on an expedited basis for sound business reasons.

All securities issued pursuant to the debt settlement are 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 Canadian Securities Exchange.

About Brandpilot AI Inc.

Brandpilot AI 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.

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