BrandPilot AI Announces Closing of $1,100,000 Private Placement and Amendments to Secured Convertible Debenture

Core Viewpoint - BrandPilot AI Inc. has successfully closed a non-brokered private placement, raising a total of $1,100,000 through the issuance of 44,000,000 units at a price of $0.025 per unit, which includes common shares and purchase warrants [1][2] Group 1: Private Placement Details - The offering consists of 44,000,000 units, each unit comprising one common share and one warrant, with warrants exercisable at $0.05 from November 5, 2025, until September 5, 2030 [1] - The proceeds from the offering will be utilized for general corporate expenses and working capital [2] - The units were issued under the Listed Issuer Financing Exemption, and these securities are not subject to a hold period under Canadian securities laws [3] Group 2: Insider Participation - Insiders of the company purchased a total of 5,600,000 units as part of the offering, which is classified as a related party transaction [4] - The participation of insiders does not materially change their ownership percentage in the company, and the company is relying on exemptions from valuation and minority approval requirements [4] Group 3: Financial Arrangements - The company paid $88,000 to finders and issued 3,520,000 broker warrants in connection with the offering [5] - The company plans to apply to reduce the exercise price of 56,168,000 outstanding warrants to $0.05 [6] Group 4: Secured Convertible Debenture Amendments - The company has amended the terms of a secured convertible debenture, reducing the principal amount from $352,800 to $134,000, with the maturity date extended to September 15, 2026 [8][12] - The debenture does not accrue interest until an event of default occurs, after which it bears interest at 18% per annum [8] - The company will pay $34,400 to the debenture holder for the extension and has made a principal payment of $5,600 [12]