BrandPilot AI Announces Private Placement Offering of Units

Toronto, Ontario--(Newsfile Corp. - August 24, 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 a non-brokered private placement (the "Offering") of up to 12,500,000 units (the "Units") at a price of $0.02 per Unit for aggregate gross proceeds of up to $250,000.

The Company is undertaking the Offering in response to continued investor interest following the successful completion of its previously announced upsized non-brokered private placement which closed on July 14, 2026 and raised aggregate gross proceeds of $854,500 (the "Prior Offering"). The Offering will be conducted on substantially the same terms as the Prior Offering, except that the Warrants issued under the Offering will have a term of two years rather than five years.

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase 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 thereof.

The Offering is expected to close on August 31, 2026, or such later date as may be determined by the Company. The Company intends to use the net proceeds of the Offering for working capital and general 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 (the "CSE"). Eligible finders may receive (i) a cash fee equal to 8% of the aggregate gross proceeds from subscriptions introduced by such finders, and (ii) broker warrants (the "Broker Warrants") equal to 8% of the aggregate number of Units purchased by subscribers introduced by such finders. Each Broker Warrant will entitle the holder thereof to acquire one Unit at a price of $0.02 per Unit for a period of 24 months from the date of issuance. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance.

The Offering remains subject to receipt of all necessary approvals, including the approval 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.

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 statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Statements regarding, among other things, the Company's strategic plans, including statements regarding the completion of the Offering and the expected closing date thereof, the anticipated use of proceeds, and the receipt of regulatory approvals are all considered forward-looking information. These statements should not be read as guarantees of future performance or results.

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 Company's ability to complete the Offering on the terms described herein or at all; the receipt of necessary regulatory approvals; market conditions; the availability of financing; the Company's ability to execute its business strategy; competitive pressures in AI-powered marketing technologies; and the Company's ability to achieve its proposed business objectives. 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/311041

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