May 13, 2021 5 min read
May 13, 2021 – Toronto, Ontario – American Aires Inc. (CSE: WIFI) (the "Company" or "Aires") is pleased to announce that it intends to complete a non-brokered private placement (the "Private Placement") for gross proceeds of up to $5,000,000 through the issuance of up to 33,333,333 units (the "Units") at a price of $0.15 per Unit. Each Unit is comprised of one (1) common share in the capital of the Company ("Common Share") and one (1) transferable Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to acquire one (1) Common Share to be issued on the due exercise of the Warrants (each, a "Warrant Share") at a price of $0.30 per Warrant Share for twenty-four (24) months from the date of the closing of the Private Placement, subject to an Acceleration event (as defined and described below). The expiry date of the Warrants may be accelerated by the Company at any time following the date that is four (4) months from the closing of the Private Placement and prior to the expiry date of the Warrants if the volume weighted average price of the Common Shares on the Canadian Securities Exchange is greater than $0.45 for any ten (10) consecutive trading days (the "Acceleration Event") at which time the Company may, within ten (10) business days of the Acceleration Event, accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release ("Acceleration").
A finder's fee may apply to a portion of the proceeds raised under the Private Placement of a cash commission equal to 7% of the aggregate gross proceeds from the sale of the Units under the Private Placement, and finders warrants equal to 7% of the number of Units sold under the Private Placement, exercisable for Units of the Company. All securities issued pursuant to the Private Placement will be subject to a four month hold period from the date of issue. Proceeds from the Private Placement will be used by the Company for working capital and for other general and administrative costs.
Closing of the Private Placement is subject to all customary regulatory and board approvals of the Company.
About American Aires Inc. American Aires Inc. is a nanotechnology company which has developed proprietary silicon-based microprocessors that reduce the harmful effects of electromagnetic radiation (EMR). The technology was developed by a team of highly credited scientists and confirmed by independent third-party validation including peer reviewed studies and publications in scientific journals. The technology specifically targets cellphones, computers, baby monitors, Wi-Fi radiation and general EMR emitted by consumer electronic devices. Aires has launched a full suite of consumer products under the brand name “Airestech” for use on almost all consumer electronic devices. The Company has adopted a global ecommerce and distribution platform that scales easily as sales grow. Since launching in 2019, Aires has enjoyed exuberant growth. The company has been aggressively building out their ecommerce platform which is now capable of delivering up to 10,000 shipments a day along with recent customer service center agreements. Strategically placed fulfillment centers have been secured to ensure prompt delivery around the globe (see PR Jan. 31, 2020). With the launch of 5G networks around the world, this year, we are seeing an increase of news, reports and leading health organizations discussing the potential harm of EMR and the importance of identifying solutions to reduce these harmful rays.
On behalf of the board of directors
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Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “predicts”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Certain material assumptions regarding such forward-looking statements may be discussed in this news release and the Company’s annual and quarterly management’s discussion and analysis filed at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any common shares in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. We seek safe harbour.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Not intended for distribution to United States Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of United States Securities laws.
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