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American Aires Inc. Announces Change of Auditor

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American Aires (OTCQB: AAIRF) announced its auditor, AGT Partners LLP, withdrew and resigned effective April 6, 2026, and will not complete the audit or issue an auditor's report for the year ended December 31, 2025.

AGT linked the resignation to a previously disclosed governance and internal control weakness involving United States sales tax compliance; the Audit Committee and Board have started appointing a successor auditor and will file required change notices on SEDAR+.

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Positive

  • Audit Committee and Board immediately commenced a successor auditor search
  • Company will file required Notice of Change of Auditor and letters on SEDAR+

Negative

  • Auditor AGT resigned effective April 6, 2026 and will not complete 2025 audit
  • Resolved governance weakness remains in remediation: U.S. sales tax compliance
  • No auditor's report will be issued for the year ended December 31, 2025

News Market Reaction – AAIRF

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In the Apr 8 session, AAIRF declined 1.00%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Toronto, Ontario--(Newsfile Corp. - April 7, 2026) - American Aires Inc. (CSE: WIFI) (OTCQB: AAIRF) (the "Company") announces that the Company's auditors, AGT Partners LLP ("AGT"), have withdrawn and resigned as auditor of the Company, effective April 6, 2026, and will not complete the audit or issue an auditor's report on the Company's financial statements for the year ended December 31, 2025.

AGT has advised that its withdrawal and resignation relate to a previously identified and publicly disclosed governance and internal control weakness relating to United States sales tax compliance, which, in AGT's professional judgment, remains in the process of remediation and informed AGT's decision not to continue as auditor or complete the audit.

There were no reservations or modified opinions in AGT's auditor's reports on the Company's financial statements for the years ended December 31, 2024 or December 31, 2023.

The Company's Audit Committee and Board of Directors have approved the Notice of Change of Auditor and have commenced a process to appoint a successor auditor.

In accordance with applicable Canadian securities laws, the Company will file a Notice of Change of Auditor, together with the required letters from AGT and the Company, under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

For further information please contact:

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 information within the meaning of applicable Canadian securities laws, including statements regarding the Company's efforts to address historical United States sales tax matters, implement remediation measures relating to governance and internal controls, and identify and appoint a successor auditor. Forward-looking information is subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in such statements. Additional information regarding risks and uncertainties is available in the Company's continuous disclosure filings available under its profile on SEDAR+. Forward-looking information is provided as of the date of this press release and the Company undertakes no obligation to update such information except as required by applicable securities laws.

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/291535

FAQ

Why did American Aires (AAIRF) disclose an auditor resignation on April 7, 2026?

Because AGT Partners resigned and will not finish the 2025 audit, citing a known control weakness. According to the company, AGT linked its withdrawal to a previously disclosed governance and internal control weakness related to U.S. sales tax compliance.

Will American Aires (AAIRF) have an auditor's report for the year ended December 31, 2025?

No, AGT will not complete the audit or issue a 2025 auditor's report. According to the company, AGT resigned effective April 6, 2026, and the company has begun appointing a successor auditor and will file change notices on SEDAR+.

What did AGT Partners cite as the reason for resigning as American Aires' auditor (AAIRF)?

AGT cited a governance and internal control weakness related to U.S. sales tax compliance. According to the company, AGT said that the weakness remains in remediation and informed its decision not to continue as auditor.

What steps is American Aires (AAIRF) taking after the auditor resignation announced April 7, 2026?

The Audit Committee and Board approved the Notice of Change of Auditor and started a successor search. According to the company, it will file the required letters and notice on SEDAR+ and engage a new auditor.

Did AGT Partners give modified opinions on prior American Aires (AAIRF) financial statements?

No, AGT's prior auditor reports contained no reservations or modified opinions for 2024 or 2023. According to the company, there were no modified opinions in AGT's auditor's reports for those years.