Mr. Adam Ingrao reports

ALSET AI PROVIDES UPDATE ON LOAN TRANSACTION OF UP TO $3 MILLION

In accordance with Section 3.5 of TSX Venture Exchange Policy 3.3, Alset AI Ventures Inc. has provided an update to its previously announced loan transaction with Randy Gilling (the lender) in the principal amount of up to $3-million. The lender is an insider of the company, holding greater than 10 per cent of the issued and outstanding common shares on the capital of the company.

As discussed in the company's press release dated Oct. 17, 2025, funds received pursuant to the transaction are expected to be used for working capital and general corporate purposes to provide the company with additional financial capabilities as it continues to advance its artificial intelligence investment and infrastructure strategy.

Details of transaction

The transaction will be completed on substantially similar economic and business terms as previously announced by the company. As a result of certain tax-related considerations of the lender, the structure of the transaction has been revised, as set out below.

The lender will purchase, in multiple tranches, up to 3,000 non-convertible debentures of the corporation at a price of $1,000 per debenture, in the aggregate principal amount of up to $3-million.

The debentures will bear interest at a rate of 6.0 per cent per annum from the applicable issuance date, payable quarterly in arrears on each of March 31, June 30, Sept. 30 and Dec. 31. The interest obligation may be satisfied either in cash or common shares, in the company's sole discretion, subject to the prior approval of the TSX Venture Exchange. The debentures will mature on the date that is three years following the applicable issuance date. The debentures will be governed pursuant to the terms of a debenture indenture to be entered into between the company and Endeavor Trust Corp., as trustee, upon closing of the first tranche.

As of the date hereof, the company expects the tranches of issuance of debentures to be completed on or about the following dates and in the following amounts:

• Tranche 1: $500,000 shortly after receipt of approval from the TSX-V;
• Tranche 2: $500,000 within two to seven days of tranche 1;
• Tranche 3: $500,000 within 30 days of tranche 2;
• Tranche 4: $500,000 within 60 days of tranche 3;
• Tranche 5: $1-million at the discretion of management.

In consideration for each tranche, the company has agreed to issue to the lender certain non-transferrable warrants to purchase common shares on or about the closing of each tranche, subject to the approval of the TSX-V, each to be exercisable until the applicable maturity date. The details of the warrants are as follows:

• Tranches 1 to 3: The company will issue 3,333,333 warrants under each of tranche 1, tranche 2 and tranche 3, subject to the final approval of the TSX-V. Each warrant is exercisable into one common share at a price of 15 cents until three years from the effective date of the transaction.
• Additional tranches:
  • The number of warrants issuable on or about each issuance dates for tranche 4 and tranche 5 shall, subject to the approval of the TSX-V, be determined by the lender and the company on or about each issuance date, which number shall not exceed the dollar amount of the principal amount of debentures issued on the applicable issuance date, divided by the last closing price of the common shares prior to the issuance of the news release disclosing each tranche.
  • Warrants issued for tranche 4 and tranche 5 shall be exercisable at the greater of: (a) 15 cents; and (b) the market price.

In the event that the principal amount pursuant to any tranche is repaid in whole or in part within one year of the applicable issuance date, the maturity date for such number of warrants that are proportionate to the amount so repaid shall be reduced to the later of: (i) one year from the applicable issuance date; and (ii) 30 days from such reduction of repayment of the principal amount. If the exercise of warrants would cause the lender to acquire more than 19.99 per cent of the common shares, the subject exercise cannot occur without the prior approval of: (i) the disinterested shareholders of the company; and (ii) the TSX-V.

As additional consideration of the loan, the company and the lender will enter into a board observer agreement dated March 2, 2026, which will provide the lender the right to observe meetings of the board of directors of the company. Subject to certain conditions, the observer right shall terminate upon the entire principal amount pursuant to the transaction being advanced, and all outstanding amounts owed by the company to the lender (including accrued but unpaid interest) being repaid.

The transaction remains subject to the final approval of the TSX-V.

Pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the transaction constitutes a related-party transaction as Mr. Gilling is an insider of the company by virtue of having beneficial ownership, control or direction over, directly or indirectly, greater than 10 per cent of the common shares. The company is relying on exemptions from the formal valuation and minority approval requirements in subsections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the transaction does not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101. The company did not file a material change report with respect to the transaction at least 21 days prior to closing, which the company deems reasonable as the transaction does not rise to the level of a material change of the company.

About Alset AI Ventures Inc.

Alset AI is an artificial-intelligence-focused venture investment platform dedicated to sourcing, financing and developing companies across the artificial intelligence value chain. The company seeks to provide investors with diversified exposure to emerging applications and infrastructure that enable advancements in AI technologies.

We seek Safe Harbor.