American Aires Announces Convertible Debenture Conversions

Rhea-AI Summary

American Aires Inc. announces conversion of secured convertible debentures resulting in the issuance of 20,946,530 common shares. Birchtree Investments Ltd. acquires 6,652,366 common shares, representing 18.8% of all issued and outstanding shares. Birchtree may increase or reduce investment according to market conditions.

Toronto, Ontario--(Newsfile Corp. - October 2, 2023) - American Aires Inc. (CSE: WIFI) (OTC Pink: AAIRD) ("Aires" or the "Company"), a company focused on scientifically-proven EMF modulation technology, announces that holders of secured convertible debentures have converted an aggregate of $1,885,188 of principal and accrued and unpaid interest at a deemed price of $0.09 per share resulting in the issuance of an aggregate of 20,946,530 common shares of the Company (the "Common Shares"). All of the Common Shares issued remain subject to a hold period ranging from as early as October 10, 2023 to as late as January 26, 2024. Including the issuance detailed in this news release, there are now 37,606,576 Common Shares issued and outstanding.

Early Warning Report Disclosure

The following disclosure by Birchtree Investments Ltd.‎ ("Birchtree") is made pursuant to National Instrument 62-103 The Early Warning ‎System and Related Take-Over Bid and Insider Reporting Issues.‎ The Chief Executive Officer of Birchtree (Vitaliy Savitsky) ‎is the Chief Financial Officer of the Company.‎

Pursuant to the debenture conversions noted above Birchtree, ‎Birchtree has acquired 6,652,366 Common Shares. Immediately before the acquisition, Birchtree held, directly or indirectly, beneficial ownership of, ‎or the power to exercise control or direction over, 410,000 Common Shares and warrants exercisable ‎for 1,881,000 Common Shares, representing 2.5% of all of the issued and outstanding Common Shares ‎on a non-diluted basis and representing 18.0% of all of the issued and outstanding Common Shares ‎assuming full exercise of Birchtree's warrants. Immediately after the acquisition, Birchtree holds, directly ‎or indirectly, beneficial ownership of, or the power to exercise control or direction over, 7,062,366 ‎Common Shares and warrants exercisable for 1,881,000 Common Shares, representing 18.8% of all of the ‎issued and outstanding Common Shares on a non-diluted basis and representing 22.6% of all of the ‎issued and outstanding Common Shares ‎assuming full exercise of Birchtree's warrants.‎

The Common Shares were acquired by Birchtree for investment purposes. Birchtree, an investment company listed ‎on the CSE, may increase or reduce his investment in the Company according to market conditions or ‎other relevant factors.‎

A copy of the report to be filed with Canadian securities regulators in connection with the acquisition of ‎the Common Shares by Birchtree can be obtained upon its filing by Birchtree under the Company's profile on the ‎SEDAR website (www.SEDAR.com) or by contacting Birchtree at birchtreeinvestment@gmail.com.‎

About American Aires Inc.

American Aires Inc. is a Canadian-based nanotechnology company committed to enhancing well-being and environmental safety through science-led innovation, education, and advocacy. The company has developed proprietary silicon-based microprocessors that reduce the harmful effects of electromagnetic radiation (EMR). Aires' Lifetune products target EMR emitted by consumer electronic devices such as cellphones, computers, baby monitors, and Wi-Fi, including the more powerful and rapidly expanding high-speed 5G networks. Aires is listed on the CSE under the ticker 'WIFI' and on the OTC QB under the symbol 'AAIRF'. Learn more at www.airestech.com.

On behalf of the board of directors

Company Contact:

Josh Bruni, CEO
Website: www.airestech.com
Email: wifi@airestech.com
Telephone: (415) 707-0102

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Certain material assumptions regarding such forward-looking statements may be discussed in this news release and the Company's annual and quarterly management's discussion and analysis filed at www.sedarplus.ca. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any common shares in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. We seek safe harbour.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/182674