American Aires Inc. announced a non-brokered private placement to issue 12% 3,000 units secured convertible debenture at an issue price of CAD 3,000,000 on June 15, 2023. Each Unit shall consist of one CAD 1,000 principal amount secured convertible debenture and 20,000 common share purchase warrants. The Debentures shall bear interest at a rate of 12.0% 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 CAD 0.05, 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 the last business day immediately preceding the Maturity Date, and the date fixed for redemption. Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of CAD 0.05 until June 30, 2025. In addition, the Debentures are secured by all of the assets of the Company. In connection with the transaction, the Company will pay registered dealers or finders a cash commission equal to 6% of the aggregate gross proceeds from the sale of the Units to a subscriber referred to the Company by such registered dealer or finder.

On the same date, the company has issued 325 units at an issue price of CAD 1,000 per unit for the gross proceeds of CAD 325,000 in the first tranche. Pursuant to the first tranche of the transaction, the Company paid a finder's fee of CAD 19,500. All securities issued pursuant to the transaction are subject to a four month hold period from the date of issue.