BrandPilot AI Steps Up Capital Markets Engagement with Appointments of Jemini Capital and Euroswiss Capital and Announces Additional Participation in Debt Settlement

BrandPilot AI details $120,000 in IR contracts and settles $256,637 debt via equity units.

What the company is saying

BrandPilot AI Inc. (CSE:BPAI, OTCQB:BPAIF, FSE:8LH0) is announcing two investor relations and capital markets advisory contracts and a material debt settlement. Jemini Capital is engaged under a consulting agreement dated September 24, 2026, to provide shareholder communications, market intelligence, and capital markets advisory services, with a six-month initial term and $30,000 plus GST paid upfront, followed by $5,000 per month. Jemini is also entitled to a 7% cash fee on gross proceeds from introduced subscriptions, a 2% fee from co-advisors, and up to 700,000 stock options at a minimum $0.05 exercise price, with strict caps on dilution. Euroswiss Capital Partners Inc. is engaged under a September 21, 2026 agreement for a six-month, $60,000 engagement to expand BrandPilot’s investor awareness in Europe, including support for Frankfurt Stock Exchange branding and additional German listings. The company is also settling $256,637 of debt, including $65,000 from a matured convertible debenture, by issuing 12,831,850 units at $0.02 per unit, each with a share and a $0.05 two-year warrant. 146,850 units are being issued to a related party, with all securities subject to a four-month hold. The tone is procedural, with all contract terms and related party details disclosed.

What the data suggests

The company is committing $30,000 plus GST upfront and $5,000 per month to Jemini Capital for a minimum six months, with additional success-based fees up to 10% of gross proceeds and a maximum of 700,000 stock options, all tightly capped to limit dilution. Euroswiss Capital Partners is being paid $60,000 for a six-month European IR campaign, with payment due within 10 business days. The debt settlement totals $256,637, resolved by issuing 12,831,850 units at $0.02 per unit, directly reducing liabilities but increasing share count. Warrants attached to each unit are exercisable at $0.05 for two years, with acceleration if shares trade at or above $0.15 for 20 days. The related party transaction involves $2,937 of debt settled via 146,850 units, with regulatory exemptions used as the value is below 25% of market cap. All securities are subject to a four-month and one day hold. No operational, revenue, or cash flow data are disclosed, so the immediate financial impact is limited to reduced debt and increased share count.

Analysis

The announcement is a factual disclosure of two investor relations and capital markets advisory contracts, as well as a detailed update on a debt settlement. All material terms, fees, and securities compensation are specified, and the closing of the debt settlement tranches is expected within days to a week, making the execution distance immediate. There are no exaggerated claims about future business performance, and the language is procedural rather than promotional. The forward-looking statements are limited to the expected closing dates and the commencement of advisory services, which are routine and near-term. No large capital outlay is paired with long-dated or uncertain returns; the only capital flows are advisory fees and debt-for-equity settlements, both of which are fully described. There is no narrative inflation or overstatement relative to the disclosed facts.

Risk flags

• ●The issuance of 12,831,850 new units to settle $256,637 of debt dilutes existing shareholders, potentially impacting share value if future capital raises or warrant exercises occur.
• ●Success-based fees and stock options for Jemini Capital could create further dilution if significant financing is raised, though caps are in place to limit this to 2% of outstanding shares in any 12-month period.
• ●The related party transaction, while below the 25% market cap threshold and exempt from minority approval, still introduces governance and perception risks regarding insider participation.
• ●The effectiveness of the IR and capital markets advisory contracts is unproven; there is no guarantee that the $120,000 spent will translate into increased investor interest, liquidity, or capital raised.

Bottom line

BrandPilot AI is spending $120,000 on two six-month IR and capital markets advisory contracts and settling $256,637 of debt by issuing over 12.8 million equity units, each with a share and warrant. The contracts are tightly structured with clear caps on fees and dilution, and all payments and settlements are scheduled for completion within days to weeks. While these actions reduce short-term liabilities and aim to broaden investor awareness, they materially increase the share count and introduce future dilution risk if warrants are exercised or additional capital is raised. The related party element is disclosed and exempt from minority approval, but may raise governance questions. Investors should focus on whether these IR efforts lead to measurable capital inflows or operational improvements, as no revenue, cash flow, or business performance data are provided. The key takeaway is that BrandPilot is restructuring its capital base and investing in market visibility, but the tangible benefits remain to be demonstrated.

Announcement summary

(CSE:BPAI) (OTCQB:BPAIF) (FSE:8LH0) BrandPilot AI Inc. has engaged Jemini Capital and Euroswiss Capital Partners Inc. to provide investor relations and capital markets advisory services. Jemini Capital was engaged under a consulting services agreement dated September 24, 2026, to provide shareholder communications, market intelligence, marketing, and capital markets advisory services, including targeted investor lead generation, social media and email outreach, messaging application and broker distribution, real-time activity reporting, and financing support. Jemini's engagement began on September 24, 2026, for an initial six-month term ending March 24, 2027, continuing month-to-month thereafter, with termination rights for both parties. Jemini will receive a cash fee of $5,000 per month plus GST, with the initial six-month fee of $30,000 plus GST payable upfront within 15 business days of the agreement date. Jemini is also entitled to a cash fee equal to 7% of gross proceeds from subscriptions it introduces in a completed financing, and an additional 2% advisory fee from subscriptions introduced by co-advisors, with total advisory and finder's fees capped at 10% of gross proceeds. Jemini will receive 15,000 stock options for each $10,000 in gross proceeds raised from investors it introduces, up to a maximum of 700,000 options, with exercise price set at the greater of $0.05 per share, the closing market price on the day before or on the date of grant. The aggregate number of shares issuable to Jemini upon exercise of options cannot exceed 2% of outstanding shares in any 12-month period. Jerry Huang (Director) and Kevin Shum (Senior Associate) will represent Jemini. Euroswiss Capital Partners Inc. was engaged under a consulting services agreement dated September 21, 2026, to provide investor relations and capital markets advisory services focused on increasing investor awareness in Europe. Euroswiss will assist in updating BrandPilot's trading name and ticker on the Frankfurt Stock Exchange and support efforts to obtain listings on additional German exchanges. Euroswiss will provide investor marketing through features on investor websites, analyst coverage, and distribution of information across German-language financial media. The engagement is expected to commence on or before October 5, 2026, for an initial six-month term expiring no later than April 5, 2027, and may be renewed by mutual agreement. Euroswiss will receive a total engagement fee of $60,000, payable within 10 business days of the agreement date. Jan-Eric Soetbeer (Managing Partner) will represent Euroswiss. BrandPilot AI also announced an additional creditor has agreed to participate in a debt settlement, with the company issuing 3,250,000 units at a deemed price of $0.02 per unit to settle $65,000 of indebtedness ($50,000 principal and $15,000 interest) under a convertible debenture that matured August 23, 2026. This is in addition to $191,637 of indebtedness previously announced as settled, bringing the aggregate to $256,637 settled through the issuance of 12,831,850 units at $0.02 per unit. Each unit consists of one common share and one warrant, with each warrant exercisable at $0.05 for two years, subject to acceleration if shares trade at or above a volume-weighted average price of $0.15 for 20 consecutive trading days. The company will issue 146,850 units to 2674779 Ontario Limited, controlled by director Brian Presement, in satisfaction of $2,937 of indebtedness, constituting a related party transaction under MI 61-101. The company is relying on exemptions from formal valuation and minority approval requirements, as the value does not exceed 25% of market capitalization. All securities issued will be subject to a four-month and one day hold period. The debt settlement is expected to close in two tranches: the original indebtedness on September 30, 2026, and the additional indebtedness on October 5, 2026, or later as determined by the company, subject to required approvals.

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