Mr. Josh Bruni reports

AMERICAN AIRES INC. ANNOUNCES DEBT CONVERSION

American Aires Inc. has completed a series of debt conversions to decrease the company's debt.

Birchtree Investments Ltd. has agreed to accept 578 debenture units, with each unit consisting of: (i) one $1,000 principal amount secured transferable convertible debenture of the company; and (ii) 20,000 transferable common share purchase warrants, at a deemed price per unit of $1,000, in full and final satisfaction of outstanding principal and interest of $578,575 on a secured loan advanced by Birchtree to the company. The chief executive officer of Birchtree (Vitaliy Savitsky) is the chief financial officer of the company.

Mr. Savitsky, indirectly through a holding company, has agreed to accept 156 units at a deemed price per unit of $1,000 in full and final satisfaction of outstanding principal and interest of $156,263 on a loan advanced by Mr. Savitsky to the company.

In addition, two arm's-length lenders have agreed to accept an aggregate of 559 units at a deemed price per unit of $1,000 in full and final satisfaction of an aggregate outstanding principal and interest of $559,294 on loans advanced by the lenders to the company.

The debentures shall bear interest at a rate of 12 per cent per annum, payable semi-annually in arrears on the last day of June and December in each year, with the first interest payment payable on June 30, 2023, and mature on June 30, 2025. The debentures will be convertible into common shares in the capital of the company at the market price of the common shares at the time of conversion, subject to the approval of the Canadian Securities Exchange in the event such price is below five cents, determined by the most recent closing price of the common shares on the day of conversion, at the option of the holder at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the maturity date; and (ii) the date fixed for redemption. Each warrant shall entitle the holder thereof to acquire one common share at an exercise price of five cents until June 30, 2025. In addition, the debentures are secured by all of the assets of the company.

The debentures and warrants issuable pursuant to the debt conversion transactions have been issued in reliance on exemptions from the prospectus requirement and are subject to a four-month hold period.

The debt conversion transaction with Mr. Savitsky is considered a related party transaction as defined under Multilateral Instrument 61-101. The transaction is exempt from the formal valuation approval requirements of MI 61-101 as none of the securities of the company are listed on a prescribed stock exchange and is exempt from the minority shareholder approval requirements of MI 61-101 as, at the time it was agreed to, neither the fair market value of the transaction nor the fair market value of the consideration for the transaction, insofar as they involve interested parties, exceeded 25 per cent of the company's market capitalization.

Early warning report disclosure

The following disclosure by Birchtree is made pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

As noted herein, pursuant to the debt conversion agreement between the company and Birchtree, Birchtree has acquired 578 units, consisting of a $578,000 principal amount debenture and 11.56 million warrants. Immediately before the acquisition, Birchtree held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 4.1 million common shares and warrants exercisable for six million common shares, representing 2.5 per cent of all of the issued and outstanding common shares on a non-diluted basis and representing 5.9 per cent 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, 4.1 million common shares, warrants exercisable for 17.56 million common shares and debentures convertible (assuming a conversion price of 4.5 cents) into 12,844,444 common shares, representing 2.5 per cent of all of the issued and outstanding common shares on a non-diluted basis and representing 17.5 per cent of all of the issued and outstanding common shares assuming full exercise/conversion of Birchtree's convertible securities.

The units were acquired by Birchtree for investment purposes. Birchtree, an investment company listed on the CSE, may increase or reduce its 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 units by Birchtree can be obtained upon its filing by Birchtree under the company's profile on SEDAR or by contacting Birchtree at birchtreeinvestment@gmail.com.

About American Aires Inc.

American Aires 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). The company's 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. American Aires is listed on the CSE under the ticker WIFI and on the OTC Pink under the symbol AAIRF.

We seek Safe Harbor.