BrandPilot AI Announces Warrant Repricing

Rhea-AI Summary

BrandPilot AI (CSE: BPAI) has announced amendments to the exercise price of 51,983,761 outstanding common share purchase warrants. The warrants' exercise price will be reduced to $0.05, affecting securities issued during the company's Private Placement (February and June 2025) and Debenture Financing (March 2024).

Due to CSE policies, only 10% of warrants held by insiders can be repriced. Of the 49,418,000 Private Placement warrants, 4,918,001 insider-held warrants were reduced from $0.10 to $0.05, while 4,184,539 insider warrants maintained their $0.10 price. All 6,750,000 Debenture Financing warrants were reduced from $0.06667 to $0.05.

Positive

• Warrant repricing to $0.05 could incentivize warrant exercise and potential capital inflow
• Company qualifies for exemptions from formal valuation and minority approval requirements under MI 61-101

Negative

• Warrant repricing represents a 50% reduction from original $0.10 exercise price for Private Placement warrants
• Dilutive impact if warrants are exercised at the lower price

Toronto, Ontario--(Newsfile Corp. - September 18, 2025) - BrandPilot AI Inc. (CSE: BPAI) ("BrandPilot" or the "Company") announces amendments to the exercise price of an aggregate of 51,983,761 outstanding common share purchase warrants of the Company (the "Warrants") to $0.05 in accordance with their terms (the "Warrant Amendments"). The Warrants were issued as part of the Company's private placement transaction, which closed in two tranches on February 21, 2025 and June 25, 2025 (the "Private Placement"), as well as those issued in connection with a secured convertible debenture financing of the Company's predecessor entity, Xemoto Media Ltd., which closed on March 14, 2024 (the "Debenture Financing").

Pursuant to the policies of the Canadian Securities Exchange (the "CSE"), a maximum of 10% of the Warrants may be repriced for insiders holding same. As an aggregate of 49,418,000 Warrants issued pursuant to the Private Placement are subject to repricing, the exercise price of 4,918,001 Warrants held by Insiders (as defined below) was reduced from $0.10 to $0.05. The remaining 4,184,539 Warrants held by Insiders retained their original $0.10 exercise price. Insiders do not hold any of the Warrants issued in the Debenture Financing. Accordingly, the exercise price of all 6,750,000 Warrants issued pursuant to the Debenture Financing was reduced from $0.06667 to $0.05.

Randall Craig (727,253 Warrants), a director of the Company, 2674779 Ontario Inc. (1,021,179 Warrants), an entity controlled by a director of the Company, Andres Tinajero (648,368 Warrants), a director of the Company, Jillian Bannister (988,005 Warrants), a director of the Company, 2674775 Ontario Inc. (1,230,624), an entity controlled by a director of the Company, and Jeremy Goldman (302,572), a director of the Company (collectively, the "Insiders"), had an aggregate of 4,918,001 repriced from an exercise price of $0.10 to $0.05. As these Insiders hold Warrants, the Warrant Amendments are considered a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements found in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Warrant Amendments, insofar as it involves the Insiders, is not more than 25% of the Company's market capitalization.

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.

CONTACT INFORMATION
BrandPilot AI
Brandon Mina
Chief Executive Officer
ir@brandpilot.ai
+1-519-239-6460

Forward Looking Statements

This news release includes forward-looking information and statements. Such statements may include but are not limited to statements relating to the future business plans of the Company. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. The assumptions on which the forward-looking statements contained herein rely include, among others, statements relating to the future business plans of the Company. Additional risk factors that may impact the Company or cause actual results and performance to differ from the forward looking statements contained herein are set forth in the Company's most recent management's discussion and analysis of financial condition (a copy of which can be obtained under the Company's profile on www.sedarplus.ca). Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

Neither the CSE, 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/266926

FAQ

What is the new exercise price for BrandPilot AI's warrants after the repricing?

The warrants were repriced to $0.05 from their original prices of $0.10 (Private Placement warrants) and $0.06667 (Debenture Financing warrants).

How many BrandPilot AI warrants are affected by the repricing announcement?

A total of 51,983,761 outstanding common share purchase warrants are subject to the repricing amendment.

How does the warrant repricing affect BrandPilot AI insiders?

Due to CSE policies, only 10% of insider-held warrants could be repriced. 4,918,001 insider warrants were reduced to $0.05, while 4,184,539 insider warrants maintained their $0.10 price.

When were the original BrandPilot AI warrants issued?

The warrants were issued in three tranches: two Private Placement closings in February and June 2025, and a Debenture Financing closing in March 2024.

Does BrandPilot AI's warrant repricing require shareholder approval?

No, the company is exempt from formal valuation and minority approval requirements under MI 61-101, as the fair market value of the amendments is less than 25% of the company's market capitalization.