BrandPilot AI Inc. (CSE:BPAI)(OTCQB:BPAIF)(FSE:8LH0) completed its previously announced debt settlement in a single closing on October 9, 2026. The Toronto-based performance marketing technology company issued 12,831,725 units at a deemed issue price of $0.02 per unit to settle $256,634.50 of indebtedness owed to certain creditors.
BrandPilot AI issued 9,581,725 units to settle $191,634.50 in accounts payable and cash advances.
A further 3,250,000 units were issued against $65,000 owed under a convertible debenture that matured on August 23, 2026. That amount comprised $50,000 of unpaid principal and $15,000 of accrued and unpaid interest.
The final amount of indebtedness settled and the number of units issued were slightly lower than previously disclosed after the company completed a final reconciliation immediately before closing.
Each unit comprises one common share and one common share purchase warrant. Each warrant entitles its 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.
BrandPilot AI may bring forward the warrant expiry date if its common shares trade at or above a volume-weighted average price of $0.15 for 20 consecutive trading days. In that circumstance, the revised expiry date would be 30 days after notice is given to warrant holders.
All securities issued under the debt settlement are subject to a statutory hold period expiring four months and one day from the date of issuance under applicable Canadian securities laws and the policies of the Canadian Securities Exchange.
The transaction included the issuance of 146,850 units to 2674779 Ontario Limited, an entity controlled by Brian Presement, a BrandPilot AI director. The units settled $2,937 of indebtedness.
BrandPilot AI identified 2674779 Ontario Limited as a related party under Multilateral Instrument 61-101, meaning the issuance formed part of a related-party transaction under that instrument.
The company relied on the exemptions from the formal valuation and minority approval requirements set out in Sections 5.5(b) and 5.7(1)(a) of MI 61-101. BrandPilot AI said the fair market value of the units issued in the related-party issuance and the indebtedness settled through that issuance did not exceed 25% of the company's market capitalisation, as determined under MI 61-101.
The company also said it did not file a material change report at least 21 days before the expected closing date. According to BrandPilot AI, the details of the related-party issuance were not finalised until shortly before closing, and the company sought to complete the settlement on an expedited basis for sound business reasons.
Chief Executive Officer Brandon Mina described the completed settlement as a step in BrandPilot AI's efforts to strengthen its financial position. He said the transaction reduced outstanding liabilities while preserving cash and allowed the company to remain focused on commercial priorities, customer support and technology development.
BrandPilot AI describes itself as a performance marketing technology company focused on identifying and eliminating inefficiencies in digital advertising for global enterprise brands. Its capabilities include AdAi, ClickRadar™ and SearchIQ™. The products address branded search spending, invalid-traffic refunds, and measurement and optimisation across generative AI search platforms, respectively.
BrandPilot AI completed its previously announced debt settlement in a single closing on October 9, 2026.
The company issued 12,831,725 units at a deemed issue price of $0.02 per unit to settle $256,634.50 of indebtedness.
The settlement included $191,634.50 of accounts payable and cash advances, plus $65,000 under a convertible debenture that matured on August 23, 2026.
The transaction included a 146,850-unit related-party issuance to 2674779 Ontario Limited, an entity controlled by director Brian Presement.
The issued securities carry a statutory hold period expiring four months and one day from the date of issuance, subject to applicable Canadian securities laws and Canadian Securities Exchange policies.
BrandPilot AI announced the closing of the debt settlement previously announced in its news releases dated September 22, 2026 and September 28, 2026. The debt settlement was completed in a single closing.
BrandPilot AI issued an aggregate of 12,831,725 units at a deemed issue price of $0.02 per unit in full and final satisfaction of $256,634.50 of indebtedness owed to certain creditors.
BrandPilot AI issued 9,581,725 units in satisfaction of $191,634.50 of accounts payable and cash advances.
BrandPilot AI issued 3,250,000 units in satisfaction of $65,000 of indebtedness under a convertible debenture that matured on August 23, 2026. This consisted of $50,000 of unpaid principal and $15,000 of accrued and unpaid interest.
Each unit consists of one common share of BrandPilot AI and one common share purchase warrant.
Each warrant entitles its 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.
BrandPilot AI may accelerate the expiry date of the warrants if its common shares trade at or above a volume-weighted average price of $0.15 for 20 consecutive trading days. The accelerated expiry date would be 30 days following notice to the warrant holders.
BrandPilot AI said the aggregate indebtedness settled and the number of units issued were slightly lower than previously disclosed following final reconciliation of the indebtedness immediately before closing.
BrandPilot AI 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 company identified 2674779 Ontario Limited as a related party under Multilateral Instrument 61-101, making the debt settlement a related-party transaction under that instrument.
BrandPilot AI 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. It said the fair market value of the units issued and the indebtedness settled through the issuance did not exceed 25% of the company's market capitalisation, as determined under MI 61-101.
All securities issued under the debt settlement are subject to a statutory hold period expiring four months and one day from the date of issuance under applicable Canadian securities laws and the policies of the Canadian Securities Exchange.
BrandPilot AI said the details of the related-party issuance were not finalised until shortly before closing and that it wanted to complete the debt settlement on an expedited basis for sound business reasons. As a result, it did not file a material change report at least 21 days before the expected closing date.
BrandPilot AI is a performance marketing technology company focused on identifying and eliminating inefficiencies in digital advertising for global enterprise brands. Its core capabilities include AdAi, ClickRadar™ and SearchIQ™, which address branded search spend, invalid-traffic refunds, and measurement and optimisation across generative AI search platforms.
BrandPilot AI identifies its listings as CSE:BPAI, OTCQB:BPAIF and FSE:8LH0.
Chief Executive Officer Brandon Mina said completing the debt settlement was a positive step as BrandPilot AI continued strengthening its financial position and positioning itself for its next phase of growth. He said reducing outstanding liabilities while preserving cash would allow the company to remain focused on commercial priorities, supporting customers and advancing its technology.