Star Metro - BrandPilot AI Announces Closing of Previously Announced Debt Settlement

Pursuant to the Debt Settlement, the Company issued an aggregate of 12,831,725 units (each, a "Unit") at a deemed issue price of $0.02 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 3,250,000 were issued in satisfaction of $65,000 of indebtedness owing under a convertible debenture that matured on August 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 (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at a price of $0.05 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 $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 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 Limited, an entity controlled by Brian Presement, a director of the Company, in satisfaction of $2,937 of indebtedness (the "Related Party Issuance"). 2674779 Ontario Limited is a "related party" of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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% 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 (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 FOR BRANDPILOT

BrandPilot AI
Brandon Mina
Chief Executive Officer
+1-888-960-2724
[email protected]

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the business of the Company. Such forward-looking information may be identified by words such as "will", "may", "expects", "anticipates", "believes", "projects", "plans", "intends" and similar expressions. Statements regarding, among other things, the Company's ability to execute its business strategy and maintain, enhance and commercialize its product offerings are 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.

Forward-looking information involves significant risks, uncertainties and assumptions. The forward-looking information contained in this news release is based on assumptions considered reasonable by management as of the date hereof, including assumptions regarding the Company's ability to execute its business strategy and maintain, enhance and commercialize its product offerings. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These risks and uncertainties include, but are not limited to: the Company's ability to execute its business strategy and achieve its proposed business objectives; the Company's ability to successfully develop, maintain and commercialize its product offerings; competitive pressures in AI-powered marketing and digital advertising technologies; risks applicable to the Company's business and the markets in which it operates; and general economic, market and business conditions. Readers are cautioned not to place undue reliance on forward-looking information. Although the forward-looking information contained in this news release is 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 (CSE) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) 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.

SOURCE: BrandPilot AI

View the original press release on ACCESS Newswire

A.Jackson--SMC