Mr. Josh Bruni reports

AMERICAN AIRES ANNOUNCES DEBT SETTLEMENT AND EQUITY INCENTIVE GRANTS

American Aires Inc. has entered into share-for-debt settlement agreements dated Oct. 17, 2023, with certain officers and employees of the company, pursuant to which the company agreed to settle $810,648 of debt through the issuance of 12,009,600 common shares at a deemed price of 6.75 cents per share.

"As a final step of the restructuring that took place this year, we are proud to announce that to date, all the convertible debenture investors, as well as certain arm's-length and related parties, agreed to convert their outstanding debt into common shares of the company. Not only does this helps clean up our balance sheet, but it also shows confidence our investors and stakeholders have in the future of this company," commented Josh Bruni, chief executive officer.

The debt settlement agreements and the issuance of the common shares thereunder are subject to the approval of the Canadian Securities Exchange. The common shares will be subject to a hold period of four months and one day pursuant to Canadian Securities Exchange policies and applicable securities laws. The issue price was reserved via price protection filed with the CSE on Oct. 12, 2023.

Equity incentives

The company has entered into option cancellation agreements pursuant to which the company and optionholders agreed to cancel an aggregate of 725,000 options of the company.

The company has granted 490,000 stock options to certain insiders and arm's-length parties pursuant to option agreements, and the terms and conditions of the omnibus long-term incentive plan of the company. Each option is exercisable to acquire one common share at a price of 9.5 cents per common share, with 50,000 of the options expiring on Dec. 10, 2024, and 440,000 of the options expiring on July 6, 2026. The options will vest immediately.

The company has also granted 8.1 million restricted share units (RSUs) to certain insiders pursuant to restricted share unit agreements, and the terms and conditions of the plan. Fifty per cent of the RSUs will vest immediately and the remaining 50 per cent of the RSUs will vest one year from the date of the grant.

Mr. Bruni said: "Additionally, reinforcing this confidence in the company is our decision to grant new options and RSUs -- the most practical way to ensure a perfect alignment of our executive team with our shareholders in pursuit of increasing the value of the company's shares. This is especially important as we continue pushing the business to the next stage of growth."

All of the options and RSUs (and any common shares issuable upon exercise or settlement thereof) will be subject to a four-month-and-one-day hold period pursuant to the polices of the CSE and applicable securities laws.

Certain of the debt settlement agreements, option cancellation agreements, option agreements and RSU agreements constitute related party transactions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued to a related party (as defined in MI 61-101), nor the consideration provided therefor, exceed 25 per cent of the company's market capitalization.

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. American Aires has developed proprietary silicon-based microprocessors that reduce the harmful effects of electromagnetic radiation (EMR). American Aires'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 OTCQB under the symbol AAIRF.

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