Mr. Adam Ingrao reports

ALSET AI ANNOUNCES CLOSING OF SECOND TRANCHE OF LOAN TRANSACTION OF UP TO $3 MILLION

Alset AI Ventures Inc. has closed an additional tranche (the second tranche) of its previously announced loan transaction with Randy Gilling (the lender) in the principal amount of up to $3-million. The lender advanced $195,000 in the second tranche, and to date, has advanced $695,000. 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.

Second tranche

Pursuant to the closing of the second tranche, on April 2, 2026 (the effective date), the company issued 195 non-convertible debentures at a price of $1,000 per debenture, in the aggregate principal amount of $195,000. The debentures bear interest at a rate of 6.0 per cent per annum from the effective date, payable in cash or common shares, at the company's sole discretion, subject to the prior approval of the TSX Venture Exchange, and will mature on the date that is three years following the effective date. The debentures are being governed pursuant to the terms of a debenture indenture dated Feb. 24, 2026, entered into between the company and Endeavor Trust Corp., as trustee. Pursuant to applicable securities laws, the debentures are subject to a hold period of four months plus one day.

In connection with the closing of the second tranche, the company also issued to the lender 1.3 million non-transferrable warrants, each exercisable into one common share at a price of 15 cents until three years from the effective date. Pursuant to the policies of the TSX-V, the warrants and the common shares issuable thereunder are subject to a hold period of four months plus one day.

The funds received pursuant to the transaction are expected to be used for working capital and general corporate purposes in order to provide the company with additional financial capabilities as it continues to advance its AI (artificial intelligence) infrastructure strategy, including supporting the growth of its flagship cloud compute business, Lyken.AI.

Additional tranches

The TSX-V has agreed to extend its original acceptance to allow the company to close additional tranches of up to an aggregate of $1.5-million in principal amount (including the closing of the first tranche on Feb. 24, 2029, and the second tranche) until May 20, 2026 (the end date). The company will submit a new application to the TSX-V for acceptance of future tranches expected to close after the end date.

Following the closing of the second tranche, the lender may purchase up to an additional 2,305 debentures at a price of $1,000 per debenture, in the aggregate principal amount of up to $2,305,000. The debentures will be governed by the terms of the indenture and be issued on substantially similar terms as the second tranche. All debentures issued in the additional tranches will mature three years from the applicable issuance date.

In addition, upon the closing of each tranche, the company shall issue warrants to the lender, with each warrant exercisable into one common share until three years from the applicable issuance date. For additional tranches that close prior to the end date, the number of warrants issuable shall equal, subject to the final approval of the TSX-V, the dollar amount of the principal amount of debentures issued on the applicable issuance date, divided by 15 cents, being the exercise price of the warrants. For additional tranches that close after the end date, the company expects, subject to the approval of the TSX-V pursuant to the application, the warrants will be issued on the following terms:

• The number of warrants issuable 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.
• The warrants shall be exercisable at the greater of: (a) 15 cents and (b) the market price.

Additional disclosure

In the event that the principal amount pursuant to any tranche, including the previously closed tranches, 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, such exercise cannot occur without the prior approval of (i) the disinterested shareholders of the company; and (ii) 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, funding 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.