Mr. Adam Ingrao reports

ALSET AI ANNOUNCES CLOSING OF THIRD TRANCHE AND FIVE-YEAR MATURITY EXTENSION OF LOAN TRANSACTION

Further to Alset AI Ventures Inc.'s press release dated July 20, 2026, it has closed the third tranche of its loan transaction with Randy Gilling (the lender) in the aggregate principal amount of up to $3-million. The lender advanced $220,000 in the third tranche, and to date, has advanced $915,000.

Third tranche

Pursuant to the closing of the third tranche, on July 20, 2026, the company issued 220 non-convertible debentures at a price of $1,000 per debenture, in the aggregate principal amount of $220,000. 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 five years following the effective date. The debentures are governed pursuant to the terms of a debenture indenture dated Feb. 24, 2026, entered into between the company and Endeavor Trust Corp., as trustee, as amended by the first supplemental indenture dated July 20, 2026. The supplemental indenture was entered into to modify the maturity date of debentures from three to five years. 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 third tranche, the company also issued to the lender 733,333 non-transferable warrants, each exercisable into one common share at a price of 30 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 infrastructure strategy, including supporting the growth of its flagship cloud compute business, Lyken.AI.

Additional tranches

Following the closing of the third tranche, the lender may purchase up to an additional 2,085 debentures at a price of $1,000 per debenture, in the aggregate principal amount of up to $2,085,000. Closing of the additional tranches shall be at the discretion of management of the company. The debentures issued in subsequent tranches will be governed by the terms of the indenture, as supplemented by the supplemental indenture, and be issued on substantially similar terms as the third tranche. All debentures issued in the additional tranches will mature five years from the applicable issuance date.

In addition, upon the closing of each tranche, the company shall issue warrants to the lender. The number of warrants issuable on or about each issuance date shall, subject to the approval of the TSX-V, equal the dollar amount of the principal amount of debentures issued on the applicable issuance date, divided by the exercise price (as defined below). Each warrant will be exercisable for a period of three years: (i) in cash at a price per common share equal to the greater of: (A) 30 cents; and (B) the last closing price of the common shares prior to the issuance of the news release fixing the price for the applicable tranche; or (ii) via a cashless exercise feature based on an agreed-upon formula.

Debenture amendments

The company and the lender have agreed to amend the terms of the debentures issued on Feb. 24, 2026, and April 2, 2026, to extend the maturity date from three to five years. In connection with the amendment, the maturity dates of the prior debentures have been extended from (i) Feb. 24, 2029, to Feb. 24, 2031, and (ii) April 2, 2029, to April 2, 2031.

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.