American Aires Inc. announced a non-brokered private placement offering of up to 16,666,667 units at an issue price of CAD 0.15 per Unit for aggregate gross proceeds of up to CAD 2,500,000.05 on February 5, 2024. Each Unit will be comprised of one common share and one common share purchase warrant being exercisable into one Common Share at a price of CAD 0.25 per share for a period of 24 months from closing of the Offering. The Company will have the option to increase the Offering to 20,000,000 Units for aggregate gross proceeds of CAD 3,000,000 depending on market conditions.

In connection with the Offering, the Company may pay to certain finders a cash fee equal to 7% of the gross proceeds from subscribers that are introduced to the Company by such finders, and issue to certain finders such number of Units equal to 7% of the number of Units that are sold to subscribers introduced to the Company by such finders. Each Finder's Unit shall be on the same terms as the Units sold in the Offering. The Offering is subject to the approval of the CSE.

The Common Shares and Warrants will be subject to a hold period of four months and one day pursuant to CSE policies and applicable securities laws. The Offering is expected to close on or about February 12, 2024, or such earlier or later date as the Company may designate.