Mr. Josh Bruni reports

AMERICAN AIRES ANNOUNCES LETTER OF INTENT FOR PROPOSED SALE OF ASSETS

American Aires Inc. has entered into a non-binding letter of intent dated June 25, 2026, with an arm's-length third party purchaser in respect of a proposed transaction pursuant to which the purchaser would acquire certain specified assets and related rights of the company.

Under the letter agreement, the transaction is contemplated to be structured as a purchase and sale of assets, pursuant to which the purchaser would acquire certain intellectual property, technology, product materials, inventory, customer data and other assets of the company, subject to the negotiation and execution of a definitive asset purchase agreement.

The letter agreement also contemplates that, in connection with or following completion of the transaction, the company intends to apply for a voluntary delisting of its common shares from the Canadian Securities Exchange (the CSE), and may seek to cease to be a reporting issuer in applicable jurisdictions, subject to receipt of all required regulatory approvals.

The parties will negotiate in good faith with a view to entering into a definitive agreement; however, there can be no assurance that a definitive agreement will be entered into or that the transaction will be completed on the terms contemplated or at all.

completion of the transaction is expected to be subject to a number of conditions, including, without limitation: the satisfactory completion of due diligence, the negotiation and execution of the definitive agreement, receipt of all required corporate, shareholder and regulatory approvals (including any required approval of the CSE), and the satisfaction of other customary closing conditions.

The company will provide further details regarding the transaction and the definitive agreement, including the aggregate consideration payable thereunder, at the appropriate time and in accordance with its continuous disclosure obligations.

As previously disclosed, the company continues to address matters relating to its liquidity position, continuing litigation and financial reporting, including the resignation of its former auditor and the appointment of a successor auditor. The company continues to evaluate strategic alternatives intended to strengthen its financial position.

The company intends to provide further updates as the transaction progresses, and otherwise in accordance with its continuous disclosure obligations.

We seek Safe Harbor.