Star Metro - Alset AI Announces Closing of Debt Settlement

VANCOUVER, BC / ACCESS Newswire / February 27, 2025 / Alset AI Ventures Inc.(TSXV:GPUS)(OTC PINK:ALSCF)(FSE:1R60, WKN:A3ESVQ)("Alset AI" or the "Company") an artificial intelligence (AI) venture company advancing innovation through strategic investment and cloud computing solutions, announces that further to its news release dated January 21, 2025, the company has closed its previously announced debt settlement totaling $160,697.64 owed to certain creditors of the Company in consideration for the issuance of an aggregate 788,330 common shares in the capital of the Company (each a "Debt Share") and 640,092 units of the Company (each, a "Debt Settlement Unit") at a deemed price of $0.1125 per Debt Settlement Unit and Debt Share (the "Debt Settlement").

Each Debt Settlement Unit consists of one Debt Share and one transferable common share purchase warrant (each, a "Debt Settlement Warrant"), with each Debt Settlement Warrant exercisable to purchase one additional common share of the Company (each, a "Debt Settlement Warrant Share") at an exercise price of $0.15 per Debt Settlement Warrant Share for a period of two years from the date of closing of the Debt Settlement. The securities issued under the Debt Settlement will be subject to a statutory hold period expiring June 28, 2025.

Certain related parties to the Company have participated in the Debt Settlement and were issued an aggregate of 788,330 Debt Shares and such participation may constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Pursuant to the policies of the TSX Venture Exchange, any related party to the Company has received Debt Settlement Shares only and no Debt Settlement Warrants. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Debt Settlement by insiders will not exceed 25% of the fair market value of the Company's market capitalization.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

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 venture capital platform poised for substantial growth.

For further information about Alset AI Ventures Inc., please contact:

Investor Relations
T: 236.312.6744
E: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements
This press release may contain certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") regarding Alset AI Ventures Inc. ("Alset AI" or the "Company"), its business, and future plans, including, but not limited to, statements related, the issuance of the Debt Settlement Warrant Shares upon exercise of the Debt Settlement Warrants, the future financial position and business strategy of Alset AI, the potential growth and scalability of its investments, and anticipated developments in the Company's business, operations, and financial performance. Forward-looking statements are often, but not always, identified by words such as "anticipates," "believes," "expects," "intends," "may," "plans," "projects," "should," "will," and similar expressions. These forward-looking statements are based on management's current expectations, assumptions, and beliefs, and are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Such risks and uncertainties include, but are not limited to, the inability to complete or realize the expected benefits of the debt settlement; general market conditions; fluctuations in the price and demand for the Company's securities; regulatory, legal, and financial risks; and other unforeseen events or developments that could impact the Company's financial condition, operations, or business prospects. There can be no assurance that any forward-looking statements will prove accurate, as actual results and future events may differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors should review the Company's most recent filings, including the "Risk Factors" section in its Annual Information Form and other disclosure documents available on SEDAR+ at www.sedarplus.ca, for a more detailed discussion of the risks and uncertainties applicable to Alset AI Ventures Inc.

SOURCE: Alset AI Ventures Inc.

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A.Harris--SMC