Mr. Brandon Mina reports

BRANDPILOT AI ANNOUNCES PRIVATE PLACEMENT OFFERING OF UNITS TO SUPPORT CONTINUED ENTERPRISE MOMENTUM

Brandpilot AI Inc. has arranged a non-brokered private placement of up to 37.5 million units at a price of two cents per unit for gross proceeds of up to $750,000.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share at a price of five cents for a period of five years from the closing date. The warrants are subject to an acceleration clause if the common shares trade at or above a volume-weighted average price of 15 cents for 20 consecutive trading days, at which point the company may accelerate the expiry date to 30 days following notice to holders.

"The proceeds from this financing are intended to support continued investment in product development, marketing initiatives and business development activities," said Brandon Mina, chief executive officer of Brandpilot AI. "This capital will help expand awareness of our platform through industry events, education initiatives and customer engagement activities, while also supporting the continued development of technologies designed to improve efficiency and accountability across digital advertising."

Use of proceeds and terms

The closing of the offering will be May 14, 2026, or such earlier or later date as may be determined by the company. The offering is subject to certain conditions, including applicable regulatory approvals and acceptance by the Canadian Securities Exchange.

The company intends to use the net proceeds from the offering approximately as follows:

• Approximately 40 per cent toward product development and engineering;
• Approximately 35 per cent toward sales, marketing, industry events and business development initiatives;
• Approximately 25 per cent toward general working capital and 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. Eligible finders may receive a cash commission of 8 per cent and broker warrants equal to 8 per cent of the units sold. All securities issued will be subject to a statutory hold period of four months and one day from the date of issuance.

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 (artificial intelligence) 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.

We seek Safe Harbor.