Toronto, Ontario--(Newsfile Corp. - September 18, 2025) - American Aires Inc. (CSE: WIFI) (OTCQB: AAIRF) (the "Company") today announced that Mr. Dimitry Serov ("Mr. Serov") has resigned from the Board of Directors (the "Board") and advised that he will not be standing for re-election at the upcoming annual general meeting of shareholders (the "AGM"), scheduled for Thursday, September 18, 2025.
As previously disclosed in the Company's press release dated August 29, 2025, the Special Committee of the Board made certain determinations regarding Mr. Serov's conduct in his role as a director and officer. In light of those determinations, the Board had already concluded it could no longer support Mr. Serov's nomination for re-election. Mr. Serov's decision to resign has pre-empted the need for the Board to postpone the AGM or take additional steps to address Mr. Serov's nomination, thereby allowing the meeting to proceed as scheduled in the ordinary course. The Board considers his resignation to be in the best interests of the Company and its shareholders.
At this time, the Company does not intend to appoint a new director to replace Mr. Serov. Following his departure, the Board and Audit Committee will be comprised of Drew Green (Chairman and Independent Director), Josh Bruni (Director), and Jamie Cochrane (Independent Director). All proxies submitted in favour of the predecessor Board will be voted to elect the reconstituted Board. For more information on the AGM, please refer to the Company's management information circular filed on SEDAR+ and dated August 6, 2025.
The Board remains firmly committed to ensuring accountability, upholding strong governance practices, and maintaining transparency with all stakeholders.
The Company will continue to update shareholders and the market as material developments arise.
Company Contact:
Josh Bruni, CEO
Website: www.investors.airestech.com
Email: wifi@airestech.com
Telephone: (415) 707-0102
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266922
SOURCE: American Aires Inc.
