American Aires Announces Letter of Intent for Proposed Sale of Assets

Executive Summary

• American Aires Inc. has entered into a non-binding letter of intent with an arm's-length third-party purchaser to acquire certain specified assets and related rights of the Company.
• The proposed transaction is structured as a purchase and sale of assets, including intellectual property, technology, product materials, inventory, and customer data.
• Upon completion of the transaction, the Company intends to apply for voluntary delisting from the Canadian Securities Exchange (CSE) and may seek to cease being a reporting issuer in applicable jurisdictions.

Key Details

• Transaction Structure: Non-binding letter of intent dated June 25, 2026, for a proposed asset purchase.
• Assets Involved: The Purchaser would acquire specified intellectual property, technology, product materials, inventory, customer data, and other assets of the Company.
• Definitive Agreement: Parties will negotiate in good faith to enter into a Definitive Agreement; however, there is no assurance that a Definitive Agreement will be executed or that the Transaction will be completed.
• Delisting Intent: The Company intends to apply for voluntary delisting from the CSE and may seek to cease reporting issuer status, subject to regulatory approvals.
• Conditions Precedent: Completion is subject to satisfactory due diligence, execution of the Definitive Agreement, and receipt of corporate, shareholder, and regulatory approvals (including CSE approval).
• Consideration: Aggregate consideration is not yet disclosed and will be provided at an appropriate time in accordance with continuous disclosure obligations.
• Context: The Company is addressing liquidity issues, ongoing litigation, and financial reporting matters, including the resignation of its former auditor and appointment of a successor auditor, while evaluating strategic alternatives to strengthen its financial position.

Notable Quotes

• "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."