Mr. Josh Bruni reports

AMERICAN AIRES CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF $3.77 MILLION

Due to additional demand, American Aires Inc. has closed a second tranche of its previously announced best efforts private placement offering for aggregate gross proceeds of $1,020,690 from the issuance of 1,074,411 units of the company at a price of 95 cents per unit, bringing the total size of the offering to 3,968,911 units for aggregate gross proceeds of $3,770,465, which includes the exercise of Eight Capital's overallotment option to sell an additional 810,911 units. Each unit consists of one common share of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one common share of the company at a price of $1.20 per warrant share for a period of five years following the date of issuance.

The company intends to use the net proceeds of the offering for sales and marketing, working capital, and general corporate purposes.

The offering was conducted by Eight Capital as sole agent and sole bookrunner pursuant to an agency agreement dated May 16, 2024, as amended and restated on May 22, 2024. The company paid to Eight Capital: (i) a cash commission of $253,102; (ii) non-transferrable compensation options of the company exercisable to acquire up to 277,824 units of the company at a price equal to the issue price for two years from the date of issuance, subject to adjustment in certain events; and (iii) 47,000 corporate finance fee warrants of the company exercisable at any time prior to May 16, 2026, to acquire up to 47,000 units of the company at a price equal to the issue price, subject to adjustment in certain events. The compensation option units and the corporate finance fee units have the same terms as the units sold in the offering.

The units sold under the offering were issued and sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions. A copy of the offering document under the listed issuer financing exemption dated May 8, 2024, as amended on May 21, 2024, is available under the company's profile on SEDAR+ and on the company's website. All units issued pursuant to the listed issuer financing exemption are not subject to resale restrictions in Canada in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange. All other securities not issued pursuant to the listed issuer financing exemption, including the compensation options and the corporate finance fee warrants, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring four months and one day from the date of issuance.

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 a proprietary silicon-based resonator that protect against the harmful effects of electromagnetic radiation (EMR). 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. Aires is listed on the CSE under the ticker WIFI and on the OTCQB under the symbol AAIRF.

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