American Aires Announces $3 Million Private Placement

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TORONTO, May 08, 2024 (GLOBE NEWSWIRE) -- Americas Aires Inc. (CSE: WIFI) (OTCQB: AAIRF) (the “Company”), a pioneer in cutting-edge technology designed to protect against electromagnetic radiation and optimize human health, is pleased to announce that it has entered into an agreement with Eight Capital dated May 8, 2024, pursuant to which the Eight Capital has agreed to act as agent, on a “best efforts” basis, in connection with a private placement of up to 3,158,000 units of the Company (the “Units”) at a price of $0.95 per Unit (the “Issue Price”) for gross proceeds of up to $3,000,100 (the “Offering”).

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one common share of the Company (each, a “Warrant Share”) at an exercise price of $1.20 per Warrant Share for a period of 5 years following the closing of the Offering.

The Company has also granted Eight Capital the option to sell up to an additional 810,911 Units at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to the Closing Date (the “Agent’s Option”). If the Agent’s Option is exercised in its entirety, the total gross proceeds to the Company from the Offering will be C$3,770,465 from the sale of 3,968,911 Units.

The net proceeds of the Offering will be used for marketing, working capital and general corporate purposes.

The Offering is expected to close on or about May 16, 2024, or such other date as the Company and Eight Capital may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary Canadian Securities Exchange, regulatory and other approvals.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers resident in Canada, other than Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.