{"success":true,"data":{"pressRelease":{"id":"154630","rtpr_id":"nNFC7n1HwD-20260928","ticker":"BPAI","exchange":"","all_tickers":["BPAI"],"title":"BrandPilot AI Steps Up Capital Markets Engagement with Appointments of Jemini Capital and Euroswiss Capital and Announces Additional Participation in Debt Settlement","author":"Newsfile Corp","published_at":"2026-09-28T21:01:11.397Z","article_body":"Toronto, Ontario--(Newsfile Corp. - September 28, 2026) - BrandPilot AI Inc.\n(CSE: BPAI) (OTCQB: BPAIF) (FSE: 8LH0) (\"BrandPilot\" or the \"Company\"), a\nperformance marketing technology company focused on identifying and\neliminating inefficiencies in digital advertising for global enterprise\nbrands, is pleased to announce that it has engaged Jemini Capital (\"Jemini\")\nand Euroswiss Capital Partners Inc. (\"Euroswiss\") to provide investor\nrelations and capital markets advisory services to broaden investor awareness\nof the Company.\n\n\"Having grown to 18 paying clients and continued to advance the\ncommercialization of our technology solutions, we believe this is the right\ntime to expand our capital markets activities and engage a broader investor\naudience,\" said Brandon Mina, CEO of BrandPilot. \"Following our recent\noversubscribed private placements, we are pleased to be partnering with Jemini\nand Euroswiss to expand our outreach and strengthen our engagement with\ninvestors across North America and Europe.\"\n\nEngagement of Jemini Capital\n\nThe Company has engaged Jemini, a full-service merchant bank advisory firm\nbased in Vancouver, British Columbia, pursuant to a consulting services\nagreement dated September 24, 2026 (the \"JC Agreement\"). Under the JC\nAgreement, Jemini is to provide shareholder communications, market\nintelligence, marketing and capital markets advisory services, including\ntargeted investor lead generation, social media and email outreach, messaging\napplication and broker distribution to high-net-worth investor groups,\nreal-time activity reporting, and financing support in connection with the\nCompany's marketing and capital-raising activities.\n\nThe promotional activities under the JC Agreement are expected to be conducted\nprincipally through the following platforms and channels: social media\nplatforms (including through organic reposts, tags, mentions and content\ncreated around Company news releases); email distribution to Jemini's investor\nlist; messaging applications, including WhatsApp, Telegram, Signal and other\ninvestor communication channels; telephone and email outreach to brokers and\nretail investors; and Zoom webinars, in support of marketing and financing\nactivities.\n\nJemini's engagement under the JC Agreement commenced on September 24, 2026 and\nis for an initial term of six months, running to March 24, 2027. The JC\nAgreement continues on a month-to-month basis thereafter and may be terminated\nby either party on at least 30 days' written notice after the initial term.\nThe Company may also terminate the JC Agreement immediately after the initial\nsix-month term by paying one month's fee in lieu of notice.\n\nAs consideration for its services under the JC Agreement, Jemini will receive\na cash fee of $5,000 per month plus applicable GST, with the initial six-month\nfee of $30,000 plus applicable GST payable upfront within 15 business days of\nthe date of the JC Agreement. In addition, Jemini is entitled to a cash fee\nequal to 7% of the gross proceeds from subscriptions introduced by it in\nconnection with a completed financing (the \"Advisory Fee\"). Where Jemini\nintroduces co-advisors (\"Co-Advisors\") to the Company, Jemini may receive an\nadditional advisory fee of 2% of the gross proceeds from subscriptions\nintroduced by such Co-Advisors (the \"Additional Advisory Fee\") in connection\nwith a completed financing. The Advisory Fee and the Additional Advisory Fee,\ntogether with any finder's fees payable to Co-Advisors in connection with a\nfinancing, may not exceed 10% of the gross proceeds from the financing, with\nJemini's Advisory Fee and Additional Advisory Fee to be reduced as necessary\nso as not to exceed that cap.\n\nUnder the JC Agreement, Jemini is also entitled to receive 15,000 stock\noptions (\"Options\") for each $10,000 in gross proceeds raised from investors\nintroduced directly by Jemini in connection with a financing completed by\nBrandPilot, subject to a maximum of 700,000 Options. In accordance with the\npolicies of the Canadian Securities Exchange (the \"CSE\"), any Options granted\nto Jemini under the JC Agreement shall be granted at an exercise price equal\nto the greatest of: (i) $0.05 per common share (\"Common Share\"); (ii) the\nclosing market price of the Common Shares on the trading day immediately\npreceding the date of grant of the Options; and (iii) the closing market price\nof the Common Shares on the date of grant of the Options. In no case shall the\naggregate number of Common Shares issuable upon exercise of any Options\ngranted to Jemini under the JC Agreement exceed 2% of the outstanding number\nof Common Shares during any 12-month period.\n\nJerry Huang, Director, and Kevin Shum, Senior Associate, will serve as\nJemini's representatives for the engagement.\n\nEngagement of Euroswiss Capital Partners Inc.\n\nThe Company has engaged Euroswiss, an international consulting firm\nheadquartered in Luzern, Switzerland, pursuant to a consulting services\nagreement dated September 21, 2026 (the \"EC Agreement\"). Under the EC\nAgreement, Euroswiss is to provide investor relations and capital markets\nadvisory services to the Company, with a focus on increasing investor\nawareness of the Company among investors in the European market. As an initial\nstep, Euroswiss will assist the Company in updating its trading name and\nticker symbol on the Frankfurt Stock Exchange to align with the Company's\nBrandPilot identity and will support the Company's efforts to obtain listings\non additional German stock exchanges. The specific services contemplated to be\nprovided by Euroswiss under the EC Agreement also include investor marketing\nthrough features on investor websites, analyst coverage, and distribution of\npublicly available information regarding the Company across German-language\nfinancial media, newswires and press channels.\n\nThe promotional activities under the EC Agreement are to be conducted\nprincipally through the following digital platforms and channels: content on\nGerman investor websites, including weekly newsletters and push notifications;\ndistribution through German investor and social media channels, including\nbanner, logo and news ticker placements and periodic performance updates with\npublication links and statistics for German stock exchanges; publication and\ndistribution of market, sector, chart and peer-group analyses on European\nfinancial media websites and investor newswires; publication of special\nreports and exclusive features through investor distribution channels; and\neditorial articles distributed via leading German-language capital markets\nwires.\n\nThe engagement of Euroswiss under the EC Agreement is expected to commence on\nor before October 5, 2026 and is for an initial term of six months, expiring\nno later than April 5, 2027. The EC Agreement may be renewed and extended by\nmutual agreement of BrandPilot and Euroswiss. As consideration for its\nservices under the EC Agreement, Euroswiss will receive a total engagement fee\nof $60,000, payable within 10 business days of the date of the EC Agreement.\n\nJan-Eric Soetbeer, Managing Partner, will serve as Euroswiss' representative\nfor the engagement.\n\nAbout Jemini Capital\n\nJemini Capital is a full-service merchant bank advisory firm based in\nVancouver, British Columbia, with deep experience guiding emerging natural\nresource and technology companies through every stage of growth. The firm has\nworked with more than 50 publicly listed companies, supporting over $400\nmillion in debt and equity financings. Jemini Capital's services span\nstrategic advisory, marketing, deal structuring, global investor networking,\ntradeshow representation and business development. Its team brings together\nformer investment bankers, corporate development executives and finance\nprofessionals whose combined expertise underpins the firm's hands-on advisory\napproach.\n\nJemini Capital's office is located at 201-6333 Granville Street, Vancouver,\nBritish Columbia. For more information, contact 647-725-3888 or\ninfo@jeminicapital.com, or visit www.jeminicapital.com.\n\nAbout Euroswiss Capital Partners\n\nEuroswiss Capital Partners Inc. is an international consulting firm\nheadquartered in Luzern, Switzerland, specializing in business development,\nfinancial consulting and internet strategy for publicly listed companies\nseeking to expand their presence in European markets. The office of Euroswiss\nCapital Partners is located at Sempacher Str. 15, 6003 Luzern, Switzerland.\nFor more information, contact js@euroswiss.group or visit euroswiss.group\n(https://api.newsfilecorp.com/redirect/Q2WnBHpKDR).\n\nAdditional Participation in Debt Settlement\n\nThe Company also announces that an additional creditor (the \"Additional\nCreditor\") has agreed to participate in the debt settlement previously\nannounced in the Company's news release dated September 22, 2026 (the\n\"Original Debt Settlement\" and, together with the additional settlement\ndescribed herein, the \"Debt Settlement\"). Pursuant to an agreement with the\nAdditional Creditor, the Company has agreed to issue, and the Additional\nCreditor has agreed to accept, 3,250,000 units (each, a \"Unit\") at a deemed\nissue price of $0.02 per Unit in full and final satisfaction of $65,000 of\nindebtedness, comprised of $50,000 of unpaid principal and $15,000 of accrued\nand unpaid interest owing under a convertible debenture of the Company that\nmatured on August 23, 2026 (the \"Additional Indebtedness\"). The Additional\nIndebtedness is in addition to the $191,637 of indebtedness previously\nannounced as being settled pursuant to the Original Debt Settlement (the\n\"Original Indebtedness\"). Including the Additional Creditor's participation,\nthe Company has entered into agreements with creditors to settle an aggregate\nof $256,637 of indebtedness through the issuance of 12,831,850 Units at a\ndeemed issue price of $0.02 per Unit.\n\nEach Unit to be issued pursuant to the Debt Settlement consists of one Common\nShare and one common share purchase warrant (a \"Warrant\"). Each Warrant\nentitles the holder to acquire one additional Common Share at a price of $0.05\nat any time on or before the date that is two years following the date of\nissuance, subject to acceleration. If the Common Shares trade at or above a\nvolume-weighted average price of $0.15 for a period of 20 consecutive trading\ndays, the Company may accelerate the expiry date of the Warrants to a date\nthat is 30 days following notice to the holders of the Warrants.\n\nAs previously disclosed in the Company's news release dated September 22,\n2026, the Company has agreed, pursuant to the Debt Settlement, to issue an\naggregate of 146,850 Units to 2674779 Ontario Limited, an entity controlled by\nBrian Presement, a director of the Company, in satisfaction of $2,937 of\nindebtedness (the \"Related Party Issuance\"). 2674779 Ontario Limited is a\n\"related party\" of the Company within the meaning of MI 61-101. As a result,\nthe Debt Settlement constitutes a \"related party transaction\" within the\nmeaning of MI 61-101.\n\nThe Company is relying on the exemptions from the formal valuation and\nminority approval requirements contained in Sections 5.5(b) and 5.7(1)(a) of\nMI 61-101, respectively, in connection with the Related Party Issuance, as\nneither the fair market value of the Units to be issued in connection with the\nRelated Party Issuance, nor the indebtedness being settled through such\nissuance, exceeds 25% of the Company's market capitalization, as determined in\naccordance with MI 61-101.\n\nAll securities issued pursuant to the Debt Settlement will be subject to a\nstatutory hold period expiring four months and one day from the date of\nissuance in accordance with applicable Canadian securities laws and the\npolicies of the CSE.\n\nThe Debt Settlement is expected to close in two tranches. The settlement of\nthe Original Indebtedness is expected to close on September 30, 2026, or such\nlater date as may be determined by the Company. The settlement of the\nAdditional Indebtedness is expected to close on October 5, 2026, or such later\ndate as may be determined by the Company. Each tranche remains subject to the\nreceipt of all required approvals.\n\nAbout BrandPilot AI\n\nBrandPilot AI (CSE: BPAI) is a performance marketing technology company\nheadquartered in Toronto, focused on identifying and eliminating\ninefficiencies in digital advertising for global enterprise brands. The\nCompany's core capabilities include AdAi, which eliminates cannibalistic\nbranded search spend that inflates costs without driving incremental value;\nClickRadar™, which compiles forensic bot-detection reports to reclaim\nrefunds associated with invalid traffic; and SearchIQ™, which enables brands\nto measure and optimize their presence across generative AI search platforms.\n\nBrandPilot is purpose-built to address structural challenges in modern digital\nadvertising, where increasing automation and scale can reduce transparency and\naccountability. Operating as an independent performance and validation layer,\nthe Company helps enterprises recover wasted budgets, restore data integrity,\nand gain clearer visibility into how advertising dollars are spent so\nperformance can be improved with greater confidence.\n\nCONTACT INFORMATION FOR BRANDPILOT\n\nBrandPilot AI\nBrandon Mina\nChief Executive Officer\n+1-888-960-2724\nir@brandpilot.ai\n\nForward-Looking Statements\n\nThis news release contains \"forward-looking information\" within the meaning of\napplicable securities laws relating to the business of the Company. Such\nforward-looking information may be identified by words such as \"will\",\n\"expects\", \"anticipates\", \"believes\", \"projects\", \"plans\", \"intends\" and\nsimilar expressions. Statements regarding, among other things: the specific\ninvestor relations and capital markets advisory services to be provided by\nJemini and Euroswiss under their respective agreements with the Company, the\nplatforms and channels through which those services are expected to be\nprovided, the anticipated benefits of the engagements, and the anticipated\nterms and duration of the engagements; the Company's efforts to obtain\nlistings of its Common Shares on additional German stock exchanges and to\nupdate its trading name and ticker symbol on the Frankfurt Stock Exchange; the\nissuance of the Units pursuant to the Debt Settlement on the same terms\ndescribed herein; the number of Units to be issued and the amount of\nindebtedness to be settled pursuant to the Debt Settlement; the anticipated\nclosing dates of the Debt Settlement and any extension thereof; the amount of\nrelated party participation in connection with the Debt Settlement, including\nthe Related Party Issuance; the Company's reliance on exemptions from the\nformal valuation and minority approval requirements under MI 61-101 in\nconnection with the Related Party Issuance; the receipt of all required\napprovals; and the Company's ability to execute its business strategy and\nmaintain, enhance and commercialize its product offerings are all considered\nforward-looking information. These statements should not be read as guarantees\nof future performance or results. Such statements involve known and unknown\nrisks, uncertainties and other factors that may cause actual results,\nperformance or achievements to be materially different from those implied by\nsuch statements.\n\nForward-looking information involves significant risks, uncertainties and\nassumptions. The forward-looking information contained in this news release is\nbased on assumptions considered reasonable by management as of the date\nhereof, including assumptions regarding the receipt of all required approvals,\nthe satisfaction of the conditions to completion of the Debt Settlement, the\ncontinued availability of the exemptions under MI 61-101, the absence of any\nmaterial adverse change before completion of the Debt Settlement, and the\nCompany's ability to execute its business strategy and maintain, enhance and\ncommercialize its product offerings. Many factors could cause actual results,\nperformance or achievements to differ materially from the results discussed or\nimplied in the forward-looking information. These risks and uncertainties\ninclude, but are not limited to: the risk that the investor relations and\npromotional activities contemplated under the Company's engagements with\nJemini and Euroswiss may not be completed as contemplated or that, even if\ncompleted, such activities may not achieve their intended objectives; the risk\nthat the Company may not obtain listings on additional German stock exchanges\nor complete the proposed Frankfurt Stock Exchange name and ticker update as\ncontemplated; the Company's ability to complete the Debt Settlement on the\nterms described herein or at all; the receipt of all required approvals in\nrespect of the Debt Settlement; the possibility that market conditions or\nregulatory requirements may result in changes to the terms or timing of the\nDebt Settlement; changes in the Company's market capitalization that could\naffect its reliance on the exemptions under MI 61-101; the Company's ability\nto execute its business strategy and achieve its proposed business objectives;\nthe Company's ability to successfully develop, maintain and commercialize its\nproduct offerings; competitive pressures in AI-powered marketing and digital\nadvertising technologies; risks applicable to the Company's business and the\nmarkets in which it operates; and general economic, market and business\nconditions. Readers are cautioned not to place undue reliance on\nforward-looking information. Although the forward-looking information\ncontained in this news release is based upon what management believes to be\nreasonable assumptions, the Company cannot assure readers that actual results\nwill be consistent with these forward-looking statements. These\nforward-looking statements are made as of the date of this news release, and\nthe Company assumes no obligation to update or revise them to reflect new\nevents or circumstances, except as required by law.\n\nNeither the Canadian Securities Exchange (CSE) nor its Regulation Services\nProvider (as that term is defined in the policies of the CSE) accepts\nresponsibility for the adequacy or accuracy of this release. No stock\nexchange, securities commission or other regulatory authority has approved or\ndisapproved the information contained herein.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/316353","article_body_html":"","raw_payload":{"data":{"id":"nNFC7n1HwD-20260928","title":"BrandPilot AI Steps Up Capital Markets Engagement with Appointments of Jemini Capital and Euroswiss Capital and Announces Additional Participation in Debt Settlement","author":"Newsfile Corp","ticker":"BPAI","created":"2026-09-28T21:01:11.397Z","tickers":["BPAI"],"exchange":"","article_body":"Toronto, Ontario--(Newsfile Corp. - September 28, 2026) - BrandPilot AI Inc.\n(CSE: BPAI) (OTCQB: BPAIF) (FSE: 8LH0) (\"BrandPilot\" or the \"Company\"), a\nperformance marketing technology company focused on identifying and\neliminating inefficiencies in digital advertising for global enterprise\nbrands, is pleased to announce that it has engaged Jemini Capital (\"Jemini\")\nand Euroswiss Capital Partners Inc. (\"Euroswiss\") to provide investor\nrelations and capital markets advisory services to broaden investor awareness\nof the Company.\n\n\"Having grown to 18 paying clients and continued to advance the\ncommercialization of our technology solutions, we believe this is the right\ntime to expand our capital markets activities and engage a broader investor\naudience,\" said Brandon Mina, CEO of BrandPilot. \"Following our recent\noversubscribed private placements, we are pleased to be partnering with Jemini\nand Euroswiss to expand our outreach and strengthen our engagement with\ninvestors across North America and Europe.\"\n\nEngagement of Jemini Capital\n\nThe Company has engaged Jemini, a full-service merchant bank advisory firm\nbased in Vancouver, British Columbia, pursuant to a consulting services\nagreement dated September 24, 2026 (the \"JC Agreement\"). Under the JC\nAgreement, Jemini is to provide shareholder communications, market\nintelligence, marketing and capital markets advisory services, including\ntargeted investor lead generation, social media and email outreach, messaging\napplication and broker distribution to high-net-worth investor groups,\nreal-time activity reporting, and financing support in connection with the\nCompany's marketing and capital-raising activities.\n\nThe promotional activities under the JC Agreement are expected to be conducted\nprincipally through the following platforms and channels: social media\nplatforms (including through organic reposts, tags, mentions and content\ncreated around Company news releases); email distribution to Jemini's investor\nlist; messaging applications, including WhatsApp, Telegram, Signal and other\ninvestor communication channels; telephone and email outreach to brokers and\nretail investors; and Zoom webinars, in support of marketing and financing\nactivities.\n\nJemini's engagement under the JC Agreement commenced on September 24, 2026 and\nis for an initial term of six months, running to March 24, 2027. The JC\nAgreement continues on a month-to-month basis thereafter and may be terminated\nby either party on at least 30 days' written notice after the initial term.\nThe Company may also terminate the JC Agreement immediately after the initial\nsix-month term by paying one month's fee in lieu of notice.\n\nAs consideration for its services under the JC Agreement, Jemini will receive\na cash fee of $5,000 per month plus applicable GST, with the initial six-month\nfee of $30,000 plus applicable GST payable upfront within 15 business days of\nthe date of the JC Agreement. In addition, Jemini is entitled to a cash fee\nequal to 7% of the gross proceeds from subscriptions introduced by it in\nconnection with a completed financing (the \"Advisory Fee\"). Where Jemini\nintroduces co-advisors (\"Co-Advisors\") to the Company, Jemini may receive an\nadditional advisory fee of 2% of the gross proceeds from subscriptions\nintroduced by such Co-Advisors (the \"Additional Advisory Fee\") in connection\nwith a completed financing. The Advisory Fee and the Additional Advisory Fee,\ntogether with any finder's fees payable to Co-Advisors in connection with a\nfinancing, may not exceed 10% of the gross proceeds from the financing, with\nJemini's Advisory Fee and Additional Advisory Fee to be reduced as necessary\nso as not to exceed that cap.\n\nUnder the JC Agreement, Jemini is also entitled to receive 15,000 stock\noptions (\"Options\") for each $10,000 in gross proceeds raised from investors\nintroduced directly by Jemini in connection with a financing completed by\nBrandPilot, subject to a maximum of 700,000 Options. In accordance with the\npolicies of the Canadian Securities Exchange (the \"CSE\"), any Options granted\nto Jemini under the JC Agreement shall be granted at an exercise price equal\nto the greatest of: (i) $0.05 per common share (\"Common Share\"); (ii) the\nclosing market price of the Common Shares on the trading day immediately\npreceding the date of grant of the Options; and (iii) the closing market price\nof the Common Shares on the date of grant of the Options. In no case shall the\naggregate number of Common Shares issuable upon exercise of any Options\ngranted to Jemini under the JC Agreement exceed 2% of the outstanding number\nof Common Shares during any 12-month period.\n\nJerry Huang, Director, and Kevin Shum, Senior Associate, will serve as\nJemini's representatives for the engagement.\n\nEngagement of Euroswiss Capital Partners Inc.\n\nThe Company has engaged Euroswiss, an international consulting firm\nheadquartered in Luzern, Switzerland, pursuant to a consulting services\nagreement dated September 21, 2026 (the \"EC Agreement\"). Under the EC\nAgreement, Euroswiss is to provide investor relations and capital markets\nadvisory services to the Company, with a focus on increasing investor\nawareness of the Company among investors in the European market. As an initial\nstep, Euroswiss will assist the Company in updating its trading name and\nticker symbol on the Frankfurt Stock Exchange to align with the Company's\nBrandPilot identity and will support the Company's efforts to obtain listings\non additional German stock exchanges. The specific services contemplated to be\nprovided by Euroswiss under the EC Agreement also include investor marketing\nthrough features on investor websites, analyst coverage, and distribution of\npublicly available information regarding the Company across German-language\nfinancial media, newswires and press channels.\n\nThe promotional activities under the EC Agreement are to be conducted\nprincipally through the following digital platforms and channels: content on\nGerman investor websites, including weekly newsletters and push notifications;\ndistribution through German investor and social media channels, including\nbanner, logo and news ticker placements and periodic performance updates with\npublication links and statistics for German stock exchanges; publication and\ndistribution of market, sector, chart and peer-group analyses on European\nfinancial media websites and investor newswires; publication of special\nreports and exclusive features through investor distribution channels; and\neditorial articles distributed via leading German-language capital markets\nwires.\n\nThe engagement of Euroswiss under the EC Agreement is expected to commence on\nor before October 5, 2026 and is for an initial term of six months, expiring\nno later than April 5, 2027. The EC Agreement may be renewed and extended by\nmutual agreement of BrandPilot and Euroswiss. As consideration for its\nservices under the EC Agreement, Euroswiss will receive a total engagement fee\nof $60,000, payable within 10 business days of the date of the EC Agreement.\n\nJan-Eric Soetbeer, Managing Partner, will serve as Euroswiss' representative\nfor the engagement.\n\nAbout Jemini Capital\n\nJemini Capital is a full-service merchant bank advisory firm based in\nVancouver, British Columbia, with deep experience guiding emerging natural\nresource and technology companies through every stage of growth. The firm has\nworked with more than 50 publicly listed companies, supporting over $400\nmillion in debt and equity financings. Jemini Capital's services span\nstrategic advisory, marketing, deal structuring, global investor networking,\ntradeshow representation and business development. Its team brings together\nformer investment bankers, corporate development executives and finance\nprofessionals whose combined expertise underpins the firm's hands-on advisory\napproach.\n\nJemini Capital's office is located at 201-6333 Granville Street, Vancouver,\nBritish Columbia. For more information, contact 647-725-3888 or\ninfo@jeminicapital.com, or visit www.jeminicapital.com.\n\nAbout Euroswiss Capital Partners\n\nEuroswiss Capital Partners Inc. is an international consulting firm\nheadquartered in Luzern, Switzerland, specializing in business development,\nfinancial consulting and internet strategy for publicly listed companies\nseeking to expand their presence in European markets. The office of Euroswiss\nCapital Partners is located at Sempacher Str. 15, 6003 Luzern, Switzerland.\nFor more information, contact js@euroswiss.group or visit euroswiss.group\n(https://api.newsfilecorp.com/redirect/Q2WnBHpKDR).\n\nAdditional Participation in Debt Settlement\n\nThe Company also announces that an additional creditor (the \"Additional\nCreditor\") has agreed to participate in the debt settlement previously\nannounced in the Company's news release dated September 22, 2026 (the\n\"Original Debt Settlement\" and, together with the additional settlement\ndescribed herein, the \"Debt Settlement\"). Pursuant to an agreement with the\nAdditional Creditor, the Company has agreed to issue, and the Additional\nCreditor has agreed to accept, 3,250,000 units (each, a \"Unit\") at a deemed\nissue price of $0.02 per Unit in full and final satisfaction of $65,000 of\nindebtedness, comprised of $50,000 of unpaid principal and $15,000 of accrued\nand unpaid interest owing under a convertible debenture of the Company that\nmatured on August 23, 2026 (the \"Additional Indebtedness\"). The Additional\nIndebtedness is in addition to the $191,637 of indebtedness previously\nannounced as being settled pursuant to the Original Debt Settlement (the\n\"Original Indebtedness\"). Including the Additional Creditor's participation,\nthe Company has entered into agreements with creditors to settle an aggregate\nof $256,637 of indebtedness through the issuance of 12,831,850 Units at a\ndeemed issue price of $0.02 per Unit.\n\nEach Unit to be issued pursuant to the Debt Settlement consists of one Common\nShare and one common share purchase warrant (a \"Warrant\"). Each Warrant\nentitles the holder to acquire one additional Common Share at a price of $0.05\nat any time on or before the date that is two years following the date of\nissuance, subject to acceleration. If the Common Shares trade at or above a\nvolume-weighted average price of $0.15 for a period of 20 consecutive trading\ndays, the Company may accelerate the expiry date of the Warrants to a date\nthat is 30 days following notice to the holders of the Warrants.\n\nAs previously disclosed in the Company's news release dated September 22,\n2026, the Company has agreed, pursuant to the Debt Settlement, to issue an\naggregate of 146,850 Units to 2674779 Ontario Limited, an entity controlled by\nBrian Presement, a director of the Company, in satisfaction of $2,937 of\nindebtedness (the \"Related Party Issuance\"). 2674779 Ontario Limited is a\n\"related party\" of the Company within the meaning of MI 61-101. As a result,\nthe Debt Settlement constitutes a \"related party transaction\" within the\nmeaning of MI 61-101.\n\nThe Company is relying on the exemptions from the formal valuation and\nminority approval requirements contained in Sections 5.5(b) and 5.7(1)(a) of\nMI 61-101, respectively, in connection with the Related Party Issuance, as\nneither the fair market value of the Units to be issued in connection with the\nRelated Party Issuance, nor the indebtedness being settled through such\nissuance, exceeds 25% of the Company's market capitalization, as determined in\naccordance with MI 61-101.\n\nAll securities issued pursuant to the Debt Settlement will be subject to a\nstatutory hold period expiring four months and one day from the date of\nissuance in accordance with applicable Canadian securities laws and the\npolicies of the CSE.\n\nThe Debt Settlement is expected to close in two tranches. The settlement of\nthe Original Indebtedness is expected to close on September 30, 2026, or such\nlater date as may be determined by the Company. The settlement of the\nAdditional Indebtedness is expected to close on October 5, 2026, or such later\ndate as may be determined by the Company. Each tranche remains subject to the\nreceipt of all required approvals.\n\nAbout BrandPilot AI\n\nBrandPilot AI (CSE: BPAI) is a performance marketing technology company\nheadquartered in Toronto, focused on identifying and eliminating\ninefficiencies in digital advertising for global enterprise brands. The\nCompany's core capabilities include AdAi, which eliminates cannibalistic\nbranded search spend that inflates costs without driving incremental value;\nClickRadar™, which compiles forensic bot-detection reports to reclaim\nrefunds associated with invalid traffic; and SearchIQ™, which enables brands\nto measure and optimize their presence across generative AI search platforms.\n\nBrandPilot is purpose-built to address structural challenges in modern digital\nadvertising, where increasing automation and scale can reduce transparency and\naccountability. Operating as an independent performance and validation layer,\nthe Company helps enterprises recover wasted budgets, restore data integrity,\nand gain clearer visibility into how advertising dollars are spent so\nperformance can be improved with greater confidence.\n\nCONTACT INFORMATION FOR BRANDPILOT\n\nBrandPilot AI\nBrandon Mina\nChief Executive Officer\n+1-888-960-2724\nir@brandpilot.ai\n\nForward-Looking Statements\n\nThis news release contains \"forward-looking information\" within the meaning of\napplicable securities laws relating to the business of the Company. Such\nforward-looking information may be identified by words such as \"will\",\n\"expects\", \"anticipates\", \"believes\", \"projects\", \"plans\", \"intends\" and\nsimilar expressions. Statements regarding, among other things: the specific\ninvestor relations and capital markets advisory services to be provided by\nJemini and Euroswiss under their respective agreements with the Company, the\nplatforms and channels through which those services are expected to be\nprovided, the anticipated benefits of the engagements, and the anticipated\nterms and duration of the engagements; the Company's efforts to obtain\nlistings of its Common Shares on additional German stock exchanges and to\nupdate its trading name and ticker symbol on the Frankfurt Stock Exchange; the\nissuance of the Units pursuant to the Debt Settlement on the same terms\ndescribed herein; the number of Units to be issued and the amount of\nindebtedness to be settled pursuant to the Debt Settlement; the anticipated\nclosing dates of the Debt Settlement and any extension thereof; the amount of\nrelated party participation in connection with the Debt Settlement, including\nthe Related Party Issuance; the Company's reliance on exemptions from the\nformal valuation and minority approval requirements under MI 61-101 in\nconnection with the Related Party Issuance; the receipt of all required\napprovals; and the Company's ability to execute its business strategy and\nmaintain, enhance and commercialize its product offerings are all considered\nforward-looking information. These statements should not be read as guarantees\nof future performance or results. Such statements involve known and unknown\nrisks, uncertainties and other factors that may cause actual results,\nperformance or achievements to be materially different from those implied by\nsuch statements.\n\nForward-looking information involves significant risks, uncertainties and\nassumptions. The forward-looking information contained in this news release is\nbased on assumptions considered reasonable by management as of the date\nhereof, including assumptions regarding the receipt of all required approvals,\nthe satisfaction of the conditions to completion of the Debt Settlement, the\ncontinued availability of the exemptions under MI 61-101, the absence of any\nmaterial adverse change before completion of the Debt Settlement, and the\nCompany's ability to execute its business strategy and maintain, enhance and\ncommercialize its product offerings. Many factors could cause actual results,\nperformance or achievements to differ materially from the results discussed or\nimplied in the forward-looking information. These risks and uncertainties\ninclude, but are not limited to: the risk that the investor relations and\npromotional activities contemplated under the Company's engagements with\nJemini and Euroswiss may not be completed as contemplated or that, even if\ncompleted, such activities may not achieve their intended objectives; the risk\nthat the Company may not obtain listings on additional German stock exchanges\nor complete the proposed Frankfurt Stock Exchange name and ticker update as\ncontemplated; the Company's ability to complete the Debt Settlement on the\nterms described herein or at all; the receipt of all required approvals in\nrespect of the Debt Settlement; the possibility that market conditions or\nregulatory requirements may result in changes to the terms or timing of the\nDebt Settlement; changes in the Company's market capitalization that could\naffect its reliance on the exemptions under MI 61-101; the Company's ability\nto execute its business strategy and achieve its proposed business objectives;\nthe Company's ability to successfully develop, maintain and commercialize its\nproduct offerings; competitive pressures in AI-powered marketing and digital\nadvertising technologies; risks applicable to the Company's business and the\nmarkets in which it operates; and general economic, market and business\nconditions. Readers are cautioned not to place undue reliance on\nforward-looking information. Although the forward-looking information\ncontained in this news release is based upon what management believes to be\nreasonable assumptions, the Company cannot assure readers that actual results\nwill be consistent with these forward-looking statements. These\nforward-looking statements are made as of the date of this news release, and\nthe Company assumes no obligation to update or revise them to reflect new\nevents or circumstances, except as required by law.\n\nNeither the Canadian Securities Exchange (CSE) nor its Regulation Services\nProvider (as that term is defined in the policies of the CSE) accepts\nresponsibility for the adequacy or accuracy of this release. No stock\nexchange, securities commission or other regulatory authority has approved or\ndisapproved the information contained herein.\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/316353"},"type":"article","timestamp":"2026-09-28T21:01:11.45997214Z","server_sent_at_ms":1790629271459},"received_at":"2026-09-28T21:01:11.646Z","source_url":"https://www.newsfilecorp.com/release/316353"},"analysis":{"id":"143390","press_release_id":"154630","analysis_json":{"industry":{"label":"Media","sector":"Communication Services"},"redFlags":["debt settled via share issuance at $0.02 deemed price — heavy relative dilution for a sub-nickel stock","IR advisor compensated with success-fee options (up to 700,000) tied to future financings — promotional/share-issuance incentive structure","related party transaction with a director-controlled entity using MI 61-101 exemptions","engagement includes retail-channel promotion (WhatsApp/Telegram/Signal outreach) typical of promotional campaigns"],"eventType":"operations_update","narrative":"BrandPilot AI engaged Jemini Capital and Euroswiss Capital Partners for investor relations and capital markets advisory, citing growth to 18 paying clients and recent oversubscribed private placements.\n\nJemini receives $5,000/month plus a 7% success fee on gross proceeds from financing subscriptions it introduces and up to 700,000 stock options; Euroswiss receives a $60,000 fee and will help rebrand the Frankfurt listing and pursue additional German exchanges.\n\nSeparately, an additional creditor joined the September 22 debt settlement, bringing total debt settled to $256,637 via 12,831,850 units at $0.02, each with a $0.05 two-year warrant subject to acceleration at a $0.15 VWAP trigger. A related-party tranche controlled by director Brian Presement relies on MI 61-101 exemptions from valuation and minority approval.","sentiment":"mixed","agentHooks":{"shouldPost":false,"suggestedAngle":"Micro-cap IR/promotional hires paired with below-market debt-for-equity settlement — watch for upcoming financing and further dilution."},"keyFigures":{"customDimensions":{"paying_clients":18,"unit_deemed_price":0.02,"debt_settled_total":256637,"jemini_max_options":700000,"jemini_monthly_fee":5000,"units_issued_total":12831850,"warrant_exercise_price":0.05,"jemini_advisory_fee_pct":"7%","jemini_initial_term_fee":30000,"euroswiss_engagement_fee":60000,"warrant_acceleration_trigger":"$0.15 VWAP for 20 consecutive trading days"}},"quotedText":"Having grown to 18 paying clients and continued to advance the commercialization of our technology solutions, we believe this is the right time to expand our capital markets activities and engage a broader investor audience","namedEntities":{"people":[{"name":"Brandon Mina","role":"CEO, BrandPilot AI"},{"name":"Jerry Huang","role":"Director, Jemini Capital"},{"name":"Kevin Shum","role":"Senior Associate, Jemini Capital"},{"name":"Jan-Eric Soetbeer","role":"Managing Partner, Euroswiss Capital Partners"},{"name":"Brian Presement","role":"Director, BrandPilot AI (related party)"}],"products":["AdAi","ClickRadar™","SearchIQ™"],"companies":[{"name":"BrandPilot AI Inc.","ticker":"BPAI","relationship":"filer"},{"name":"Jemini Capital","relationship":"IR/capital markets advisor"},{"name":"Euroswiss Capital Partners Inc.","relationship":"IR/capital markets advisor"},{"name":"2674779 Ontario Limited","relationship":"related party creditor (controlled by director Brian Presement)"}],"dollarAmounts":[{"amount":"$5,000","context":"Jemini monthly cash fee"},{"amount":"$30,000","context":"Jemini initial six-month fee payable upfront"},{"amount":"$60,000","context":"Euroswiss total engagement fee"},{"amount":"$65,000","context":"Additional Indebtedness settled ($50,000 principal + $15,000 accrued interest)"},{"amount":"$191,637","context":"Original Indebtedness settled per September 22, 2026 release"},{"amount":"$256,637","context":"aggregate indebtedness settled via unit issuance"},{"amount":"$2,937","context":"related party indebtedness settled by 2674779 Ontario Limited"},{"amount":"$400 million","context":"debt and equity financings supported by Jemini Capital (per its own profile)"}]},"materialImpact":{"score":2,"reasoning":"Routine micro-cap IR/capital-markets advisory engagements plus a small debt settlement ($256,637) via units at $0.02. The dilution (~12.8M units plus warrants) is modest in absolute dollars but notable relative to a $0.02 stock, and the IR arrangement includes success-fee options tied to future financings."},"tickerRelevance":{"others":[{"ticker":"BPAIF","relevance":"OTCQB listing of same issuer"},{"ticker":"8LH0","relevance":"Frankfurt Stock Exchange listing of same issuer"}],"primary":"BPAI"},"globalImportance":10,"audienceRelevance":8,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"micro-cap (CSE/OTCQB)","eventGravity":"IR engagements + small debt settlement","promotionalRisk":true,"dilutionRelative":"12.8M units at $0.02 with warrants"}},"event_type":"operations_update","event_type_secondary":["dilution"],"sentiment":"mixed","material_impact_score":2,"narrative":"BrandPilot AI engaged Jemini Capital and Euroswiss Capital Partners for investor relations and capital markets advisory, citing growth to 18 paying clients and recent oversubscribed private placements.\n\nJemini receives $5,000/month plus a 7% success fee on gross proceeds from financing subscriptions it introduces and up to 700,000 stock options; Euroswiss receives a $60,000 fee and will help rebrand the Frankfurt listing and pursue additional German exchanges.\n\nSeparately, an additional creditor joined the September 22 debt settlement, bringing total debt settled to $256,637 via 12,831,850 units at $0.02, each with a $0.05 two-year warrant subject to acceleration at a $0.15 VWAP trigger. A related-party tranche controlled by director Brian Presement relies on MI 61-101 exemptions from valuation and minority approval.","key_figures":{"customDimensions":{"paying_clients":18,"unit_deemed_price":0.02,"debt_settled_total":256637,"jemini_max_options":700000,"jemini_monthly_fee":5000,"units_issued_total":12831850,"warrant_exercise_price":0.05,"jemini_advisory_fee_pct":"7%","jemini_initial_term_fee":30000,"euroswiss_engagement_fee":60000,"warrant_acceleration_trigger":"$0.15 VWAP for 20 consecutive trading days"}},"named_entities":{"people":[{"name":"Brandon Mina","role":"CEO, BrandPilot AI"},{"name":"Jerry Huang","role":"Director, Jemini Capital"},{"name":"Kevin Shum","role":"Senior Associate, Jemini Capital"},{"name":"Jan-Eric Soetbeer","role":"Managing Partner, Euroswiss Capital Partners"},{"name":"Brian Presement","role":"Director, BrandPilot AI (related party)"}],"products":["AdAi","ClickRadar™","SearchIQ™"],"companies":[{"name":"BrandPilot AI Inc.","ticker":"BPAI","relationship":"filer"},{"name":"Jemini Capital","relationship":"IR/capital markets advisor"},{"name":"Euroswiss Capital Partners Inc.","relationship":"IR/capital markets advisor"},{"name":"2674779 Ontario Limited","relationship":"related party creditor (controlled by director Brian Presement)"}],"dollarAmounts":[{"amount":"$5,000","context":"Jemini monthly cash fee"},{"amount":"$30,000","context":"Jemini initial six-month fee payable upfront"},{"amount":"$60,000","context":"Euroswiss total engagement fee"},{"amount":"$65,000","context":"Additional Indebtedness settled ($50,000 principal + $15,000 accrued interest)"},{"amount":"$191,637","context":"Original Indebtedness settled per September 22, 2026 release"},{"amount":"$256,637","context":"aggregate indebtedness settled via unit issuance"},{"amount":"$2,937","context":"related party indebtedness settled by 2674779 Ontario Limited"},{"amount":"$400 million","context":"debt and equity financings supported by Jemini Capital (per its own profile)"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-28T21:01:20.644Z","global_importance":10,"audience_relevance":8,"importance_components":{"tickerTier":"micro-cap (CSE/OTCQB)","eventGravity":"IR engagements + small debt settlement","promotionalRisk":true,"dilutionRelative":"12.8M units at $0.02 with warrants"}},"durationMs":8979,"modelName":"glm-5.3-flashx"}}