Alset AI Provides Update on Loan Transaction of up to $3 Million

Executive Summary

• Alset AI Ventures Inc. announced an updated loan transaction with insider Randy Gilling for up to $3 million in non‑convertible debentures.
• The debentures bear 6.0% annual interest, mature three years from issuance, and may be repaid in cash or common shares at the Company’s discretion.
• Each tranche is accompanied by the issuance of non‑transferable warrants to purchase common shares at $0.15 (or market price for later tranches), with caps to prevent the Lender exceeding 19.99% ownership without additional approvals.

Key Details

• Transaction Structure: Up to 3,000 debentures @ $1,000 each; total principal up to $3,000,000.
• Interest Rate: 6.0% per annum, payable quarterly (Mar‑31, Jun‑30, Sep‑30, Dec‑31).
• Maturity: Three years from each issuance date.
• Repayment Flexibility: Interest may be satisfied in cash or common shares at Company’s discretion (subject to TSXV approval).

Tranche Schedule & Amounts

Warrants Issuance

• Tranches 1‑3: 3,333,333 warrants per tranche; each warrant exercisable for one common share at $0.15 until three years from the transaction effective date.
• Tranche 4 & 5: Number of warrants determined by Lender and Company, not to exceed principal amount ÷ last closing price; exercise price = greater of $0.15 or market price on issuance date.

Ownership Caps & Approvals

• Exercise that would give the Lender >19.99% of common shares requires prior approval from disinterested shareholders and the TSXV.
• Board Observer Agreement dated March 2, 2026 grants Lender observer rights to board meetings; terminates when loan fully repaid.

Regulatory & Minority Protection

• Transaction qualifies as a “related‑party transaction” under MI 61‑101; Company relies on exemption because fair market value <25% of market cap.
• No material change report filed, deemed not a material change per the Company’s assessment.

Notable Quotes

(No direct quotes were provided in the release.)