American Aires Enters into Capital Markets Advisory Agreement with Tech-Focused Sophic Capital Inc.

Rhea-AI Summary

American Aires Inc. (CSE: WIFI) (OTCQB: AAIRF) has entered into a capital markets advisory agreement with Sophic Capital Inc. to enhance investor awareness and communication. Sophic will provide marketing and investor relations services to expand Aires' presence in the investment community. The agreement, effective September 23, 2024, has an initial term of 12 months, renewable for 6-month periods.

As compensation, Aires will pay Sophic C$8,000 per month and grant 988,334 stock options at CAD $0.36 per share, vesting over 12 months. Sophic's team, led by CEO Sean Peasgood, brings extensive experience in technology and capital markets. This partnership aims to support Aires' vision of becoming a household brand and market leader in electromagnetic radiation protection technology.

Positive

• Engagement of experienced capital markets advisory firm to enhance investor awareness
• Potential for increased visibility and investor interest in the company
• Stock option grant aligns Sophic's interests with company's performance

Negative

• Additional monthly expense of C$8,000 for investor relations services
• Potential dilution from 988,334 stock options granted to Sophic

• Sophic's team has 50+ collective years of experience
• Sophic has proven track record of building investor relationships in Canada & the US
• Agreement will support vision of making Aires a household brand & dominating segment

Toronto, Ontario--(Newsfile Corp. - September 24, 2024) - American Aires Inc. (CSE: WIFI) (OTCQB: AAIRF) ("Aires" or the "Company"), a pioneer in cutting-edge technology designed to protect against electromagnetic radiation and optimize human health, is pleased to announce that it entered into a capital markets advisory agreement (the "IR Agreement") with Sophic Capital Inc. ("Sophic"). Pursuant to the IR Agreement, Sophic will, among other things, provide the Company with marketing and investor relations services to expand investor awareness of the Company's business and to communicate with the investment community (the "Investor Relations Services").

"American Aires has made impressive strides in driving revenue and expanding its brand presence," said Sean Peasgood, CEO of Sophic Capital. "Their refined marketing strategies and extensive partner ecosystem are primed to support the Company's next stage of growth. As more people experience the tangible benefits of its innovative technology, we continue to see growing sales from both new and loyal customers. We believe the Company is well-positioned to become a market leader, enhancing lives globally through their innovative solutions. Sophic Capital is excited to collaborate with American Aires, helping shape their capital markets strategy and effectively communicate the investment thesis."

American Aires CEO, Josh Bruni, commented: "Given the successes we've demonstrated to date and our ambitious vision of building Aires into a household brand and dominating our segment, I'm very excited about partnering up with Sophic Capital. They have a credible reputation, extensive capital markets knowledge and a proven track record of building relationships with institutional investors, investment advisors and equity research teams both in Canada and the US. This is the caliber of partner that belongs by our side and that of our shareholders to help realize the long-term value we're creating."

The Investor Relations Services will include, among other things, liaising with the investment community, developing investor communication plans and presentations, introducing the Company and management of the Company to investors, assisting in the presentation of information to those potential investors, and may also include the organization of roadshows. The Investor Relations Services are expected to commence on September 23, 2024, and are expected to end on or around September 23, 2025, unless the IR Agreement is renewed. Under the IR Agreement, Aires has engaged Sophic for an initial term of twelve (12) months, which will renew for subsequent additional six (6) month terms unless canceled by either party. Either party may terminate the IR Agreement at any time after the initial six (6) month period upon providing thirty (30) days written notice to the other party.

In consideration of the Investor Relations Services, and pursuant to the terms and conditions of the IR Agreement, the Company has agreed to (i) pay Sophic a fee of C$8,000 per month, and (ii) grant Sophic 988,334 incentive stock options (the "Options") pursuant to the Company's Omnibus Long-Term Incentive Plan (the "Plan"). Each Option is exercisable to purchase one common share in the Company at an exercise price equal to CAD $0.36 per common share. The Options, 25% of which will vest every three (3) months following the date of grant, will be exercisable for a period of five (5) years from the date of grant (subject to the terms and conditions of the Plan). The Options are subject to a hold period of four (4) months and a day from the original date of grant in accordance with Canadian Securities Exchange Policy 6.

Sophic's depth of knowledge in the technology, clean technology, and industrial markets, combined with decades of experience working in the capital markets, makes Sophic a strong partner to help lower the Company's cost of capital and to accelerate growth. Sean Peasgood, the President and CEO of Sophic - located at 49 Wellington St E, Suite 500 Toronto, ON M5E 1C9 Canada and contacted at 647-957-2327 and All@SophicCapital.com - will be involved in conducting the Promotional Activity. Sophic and Sean Peasgood are arm's length from the Company.

About Sophic Capital Inc.
Sophic Capital is a Toronto-based, full-service capital markets advisory and investor relations firm for public and private growth companies that specializes in developing complete capital markets strategies for companies across all stages of development and all sectors of the market. Sophic's team collectively has more than 50 years of experience in capital markets and relevant industry sectors spanning multiple jurisdictions. The versatility and relationships Sophic brings enables them to deliver extensive, customized, and actionable strategies for early-stage growth companies.

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 a proprietary silicon-based resonator that protects against 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 OTCQB under the symbol 'AAIRF'. Learn more at www.investors.airestech.com.

On behalf of the board of directors

Company Contact:
Josh Bruni, CEO

Website: www.investors.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, future market position, growth, innovations, global impact, business strategy, product adoption, use of proceeds, corporate vision, proposed acquisitions, strategic 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/224244

FAQ

What is the stock symbol for American Aires?

American Aires trades under the stock symbols CSE: WIFI and OTCQB: AAIRF.

When does the capital markets advisory agreement with Sophic Capital begin?

The agreement with Sophic Capital is expected to commence on September 23, 2024.

How many stock options were granted to Sophic Capital by American Aires?

American Aires granted Sophic Capital 988,334 incentive stock options as part of the agreement.

What is the exercise price of the stock options granted to Sophic Capital?

The stock options granted to Sophic Capital have an exercise price of CAD $0.36 per common share.