Mr. Adam Ingrao reports

ALSET AI TO AMEND WARRANTS AND LAUNCH EARLY EXERCISE INCENTIVE PROGRAM TO ACCELERATE GROWTH AND FURTHER STRENGTHEN CAPITAL POSITION

Alset AI Ventures Inc. intends to amend the exercise price of an aggregate of 19,999,993 outstanding common share purchase warrants currently expiring on March 15, 2027, and March 22, 2027. The warrants were issued pursuant to a private placement that closed in two tranches on March 15, 2024, and March 22, 2024.

"This strategy provides us with an opportunity to further strengthen our balance sheet by unlocking growth capital from our existing capital structure," said Adam Ingrao, chief executive officer of Alset AI. "As we scale Lyken's platform-as-a-service offering and pursue high-quality infrastructure opportunities, a stronger balance sheet positions us to move with speed and confidence. This is a shareholder-aligned way to capitalize on momentum in the AI infrastructure market while enhancing long-term value."

The warrants have a current exercise price of 25 cents and the company intends to amend the exercise price to 15 cents. In connection with the repricing of the warrants, the amended warrants shall include an accelerated expiry provision. Pursuant to the acceleration provision, if the closing price of the company's shares is 18.75 cents or higher for 10 consecutive trading days, warrantholders will have 30 calendar days before expiry to exercise their warrants, commencing seven calendar days after the last premium trading day. Except for the amended exercise price and the acceleration provision, all other terms of the warrants will remain the same. The proposed amendments to the warrants are subject to acceptance by the TSX Venture Exchange and prior consent of the warrantholders.

In addition, the company is pleased to announce that it intends to undertake an early exercise warrant incentive program designed to encourage the exercise of the above-noted outstanding warrants. The incentive program shall be valid for a period of 45 days from the commencement date. For each warrant exercised on or prior to the incentive program expiry date by a warrantholder, the company shall issue to the warrantholder one-half of one additional common share purchase warrant exercisable at a price of 25 cents for a period of 12 months from the date of issuance.

The incentive program and the repricing of the warrants are conditional to the approval of the TSX-V. Upon receipt of the approval, the company shall send a notice to the warrantholders outlining the details of the incentive program and the incentive program expiry date.

This initiative reflects Alset AI's pro-active approach to capital management, leveraging its existing capital structure to support strategic objectives. The warrant amendment and incentive program are designed to enhance long-term financial efficiency and flexibility, align with shareholder interests, and accelerate the company's execution priorities, including the scaling of Lyken.AI's infrastructure platform and support execution across the company's expanding commercial and strategic pipeline.

About Alset AI Ventures Inc.

Alset AI is a pioneering AI and cloud computing investment firm, committed to nurturing high-potential technology companies. Through a combination of capital, strategic advisory and cloud computing alliances, Alset AI is shaping the future of artificial intelligence and building an AI-focused (artificial intelligence) venture capital platform poised for substantial growth.

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