American Aires Inc. Announces Business Continuity and Governance Actions Following Special Committee Review

Core Viewpoint - American Aires Inc. has announced significant governance actions following the misconduct of its Founder, President, and Chief Product Officer, Dimitry Serov, which has led to his suspension and ongoing investigations by a Special Committee [1][3][6]. Group 1: Misconduct Findings - The Special Committee's investigation revealed that Dimitry engaged in serious misconduct, including improper payments to his deceased father's consulting services, misleading disclosures regarding intellectual property ownership, misappropriation of intellectual property for personal gain, and undisclosed conflicts of interest involving his wife's ownership in the Company's exclusive manufacturer [2][5][6]. - Despite these findings, the Company's business operations remain unaffected, with key supplier and customer relationships intact, and a perpetual non-exclusive license to operate under the misappropriated intellectual property [2]. Group 2: Board Actions and Demands - The Board has suspended Dimitry from his positions with pay, pending the completion of the investigation, and has made clear demands for him to resign from the Board, repay consulting fees totaling approximately CAD $230,000, cancel 1,777,778 common shares valued at approximately CAD $120,000, and transfer misappropriated patent rights to the Company [3][13]. - The Board is committed to addressing the misconduct decisively and transparently to protect the Company and its shareholders, emphasizing the need for accountability and adherence to corporate governance standards [6][7]. Group 3: Related Party Transactions - The Board has identified Dimitry's undisclosed beneficial interest in the Company's exclusive manufacturer, Technano, as related-party dealings under Multilateral Instrument 61-101, which will require careful review and approval of any future transactions involving him or Technano [8][10]. - The Company plans to rely on exemptions from formal valuation requirements and minority approval requirements under MI 61-101, based on good-faith determinations by the Special Committee [9].