Toronto, Ontario--(Newsfile Corp. - August 29, 2025) - American Aires Inc. (CSE: WiFi) (OTCQB: AAIRF) (the "Company") today announced that its Board of Directors (the "Board") convened a Special Committee (the "Special Committee"), consisting of all directors other than Mr. Dimitry Serov ("Dimitry"), to review matters relating to Dimitry, the Company's Founder, President and Chief Product Officer, and a director of the Company.

Preliminary Findings

The Board has determined, that Dimitry engaged in serious misconduct and breach of his fiduciary duties and obligations as director and officer of the Company. More particularly, the Special Committee's investigation confirmed, among other things, that:

• the Company was caused to make improper payments for consulting services to Mr. Igor Serov ("Igor"), Dimitry's father and a former consultant of the Company, after Igor's death on January 30, 2021, with such funds diverted for the benefit of Dimitry;

• certain Company disclosures to the public regarding intellectual property ownership were false or misleading due to the unlawful actions of Dimitry;

• Dimitry misappropriated intellectual property for personal benefit and against the best interests of the Company; and

• Dimitry concealed that his wife, Jelena Tkačenko, held a 50% ownership interest in UAB Technano ("Technano"), the Company's exclusive manufacturer in Lithuania. By failing to disclose this arrangement, Dimitry created an undisclosed conflict of interest and positioned himself to receive economic gain on both sides of the Company's transactions with Technano.

(collectively, the "Misconduct").

Despite the Misconduct, the Company confirms its business operations remain unaffected by these developments. Key supplier and customer relationships remain in place, and the Company has a perpetual non-exclusive license to operate under the intellectual property misappropriated by Dimitry, and the Company continues to operate without interruption. The Board and management are fully committed to the Company's growth strategy and ensuring that the day-to-day operations proceed without disruption.

Board Demands and Status

Despite the Company's best efforts to remedy the Misconduct with Dimitry's cooperation, as of the date hereof, no agreement has been reached. As such, effective immediately, Dimitry has been suspended from his positions as President and Chief Product Officer of the Company, with pay, pending completion of the Special Committee's investigation.

The Board has made clear to Dimitry that in an effort to ameliorate this Misconduct and protect the Company and its shareholders, the following must occur:

• Immediate Resignation. Dimitry must immediately resign from the Board.

• Repayment of Consulting Fees. Dimitry must immediately initiate repayment of the consulting fees paid to Igor after his death, totaling approximately CAD $230,000.

• Cancellation of Shares. Dimitry must immediately surrender 1,777,778 common shares of the Company (valued at approximately CAD $120,000 at the time of issuance) that were issued in 2023 in respect of Igor's consulting services.

• Transfer the misappropriated Patent Rights to the Company. Dimitry must immediately transfer, or cause to be transferred, the ownership of International Patent Application No. PCT/IB2019/058334 and its national-stage filings in the U.S. (now granted), European Patent Organization (application pending) and Canada (application pending), together with any and all associated rights, to the Company.

Continuing Investigation

The Board has resolved that Dimitry's Misconduct represents a profound breach of trust, marked by undisclosed conflicts of interest, bad faith dealings, and efforts to improperly benefit on both sides of the Company's key business arrangements, and cannot be tolerated. The Board is committed to ensuring that these unlawful actions are addressed decisively and transparently in order to safeguard the Company and its shareholders.

As such, the Board is continuing to investigate and evaluate all of Dimitry's actions as an officer and director of the Company, as well as all available rights and remedies available to the Company as a result of the Misconduct. The Company will continue to keep shareholders and the market informed of any material developments. The Company remains firmly committed to transparency, accountability, and the highest standards of corporate governance.

Related Party Disclosure

The Board has determined that Dimitry's undisclosed beneficial interest in Technano, the Company's exclusive manufacturer, together with his involvement in prior consulting payments and intellectual property assignments, constitutes related-party dealings under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Any future arrangements with Dimitry or Technano, including with respect to any future manufacturing agreements, repayment obligations, intellectual property assignments, or other settlement terms, will constitute "related party transactions" under MI 61-101.

The Company expects to rely on exemptions from the formal valuation requirements in section 5.5(b) of MI 61-101 on the basis that no securities of the Company are listed on a specified market. The Company also expects to rely on the exemption from the minority approval requirement in section 5.7(1)(a) of MI 61-101 on the basis that the fair market value of any such transactions does not exceed 25% of the Company's market capitalization, based on good-faith determinations to be made by the Special Committee following reasonable inquiry and analysis.

The Board, consisting of all directors other than Mr. Serov, will review and approve any related-party transactions before they are entered into, in accordance with MI 61-101.

Forward-Looking Information

This press release contains forward-looking statements, including, without limitation, statements regarding: the implementation, timing and effectiveness of governance measures; the recovery of amounts under the Company's repayment demands, including the promissory note; the Company's ability to secure and enforce exclusive ownership of its intellectual property rights; the negotiation, execution and performance of manufacturing arrangements with Technano; and the anticipated benefits of these corrective actions for business continuity, governance oversight, and shareholder value.

Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual outcomes to differ materially from those expressed or implied. Such risks include, but are not limited to: the outcome of potential or actual litigation and regulatory proceedings; the enforceability of agreements with Mr. Serov, Technano or other related parties; the timing, validity and completeness of intellectual property transfers; Technano's compliance with manufacturing and pricing commitments; the availability, reliability and quality of product supply; and the Company's ability to rebuild governance credibility, restore stakeholder confidence, and protect shareholder value. Additional risks are described in the Company's continuous disclosure filings available under its profile on SEDAR+.

Forward-looking statements are made as of the date of this press release. The Company does not undertake to update any forward-looking statements, except as required by applicable securities laws.

No securities regulatory authority has approved or disapproved of the contents of this press release. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States absent registration or an applicable exemption. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction where 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.

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