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BrandPilot AI Inc. - Common Shares
Symbol BPAI
Shares Issued 191,570,561
Close 2026-06-04 C$ 0.015
Market Cap C$ 2,873,558
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ORIGINAL: BrandPilot AI Announces Closing of First Tranche of Private Placement

2026-06-05 12:03 ET - News Release

Toronto, Ontario--(Newsfile Corp. - June 5, 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 closed the first tranche of its previously announced non-brokered private placement of units of the Company (the "Offering").

Pursuant to the first tranche of the Offering, the Company issued an aggregate of 25,000,000 units (the "Units") at a price of $0.02 per Unit for aggregate gross proceeds of $500,000. Each Unit consists of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant").

The Company expects to complete a second tranche of the Offering, subject to receipt of all necessary approvals, including the approval of the Canadian Securities Exchange (the "CSE"). The closing of the second tranche remains subject to customary closing conditions, and there can be no assurance that the second tranche will be completed, whether in whole or in part, or on the terms currently contemplated.

Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.05 for a period of five (5) years from 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 Warrants.

"This first tranche closing strengthens BrandPilot's ability to continue executing on its commercial priorities," said Brandon Mina, CEO of BrandPilot AI. "We are focused on supporting our enterprise pipeline, advancing product development, and expanding the capabilities required to help brands identify wasted advertising spend, improve performance transparency, and make better use of their digital marketing budgets. We look forward to completing the second tranche as we continue to support the Company's growth initiatives."

The Company intends to use the net proceeds of the Offering for product development, marketing and sales initiatives, and general working capital purposes.

In connection with the first tranche of the Offering, the Company paid finder's fees consisting of $9,600 in cash commissions and issued 480,000 broker warrants (the "Broker Warrants") to certain eligible finders. Each Broker Warrant entitles the holder to purchase one Unit at a price of $0.02 for a period of 36 months from the date of issuance.

All securities issued in connection with the first tranche of the Offering are subject to a statutory hold period expiring four months and one day from the date of issuance. The first tranche of the Offering remains subject to the final acceptance 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 BPAI. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the anticipated completion of the second tranche of the Offering, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange, the intended use of proceeds of the Offering, and the Company's efforts to support its enterprise pipeline, advance product development and pursue growth initiatives, 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. BPAI assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

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 risk that the second tranche of the Offering may not be completed, whether in whole or in part, or on the terms currently contemplated; the risk that required regulatory or exchange approvals, including final acceptance of the CSE, may not be obtained in a timely manner or at all; the risk that the net proceeds of the Offering may not be used as currently intended; the Company's ability to execute on its business plan and growth initiatives; the Company's ability to support and expand its enterprise pipeline and product development efforts; general economic and market conditions; and other risks applicable to the Company's business and the markets in which it operates. 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/300350

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