Star Metro - Alset AI Announces Strategic $3 Million Unsecured Term Loan Facility to Advance Flagship Cloud Compute Business Towards Positive Operating Income in 2026

VANCOUVER, BC, BC / ACCESS Newswire / October 17, 2025 / Alset AI Ventures Inc. (TSXV:GPUS)(OTC:GPUSF)(FSE:1R60, WKN:A40M0J) ("Alset AI" or the "Company") an artificial intelligence ("AI") venture company advancing innovation through strategic investment and cloud computing solutions, is pleased to announce that it is entering into an unsecured, non-revolving term loan agreement (the "Loan Agreement") with Mr. Randy Gilling (the "Lender"), in the principal amount of up to $3,000,000 (the "Loan"). The Lender is an insider of the Company, holding greater than 10% of the issued and outstanding common shares in the capital of the Company (each, a "Common Share").

The Loan is being entered into to support the growth of its flagship cloud compute business, Lyken.AI. The Loan is 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. Alset expects Lyken.AI to achieve positive operating income by the end of 2026.

Loan Details:

• Loan Amount: Up to $3,000,000 in principal amount, to be made available in four advances (each, an "Advance") aligned with the Company's growth milestones, as follows:

  • Advance 1: $500,000 on or about the date the Loan Agreement is executed (the "Effective Date")

  • Advance 2: $500,000 on or about October 31, 2025.

  • Advance 3: $1,000,000 on or about December 31, 2025.

  • Advance 4: $1,000,000 at the discretion of management of Alset, until maturity.

• Interest Rate: 6% per annum, payable quarterly.

• Maturity Date: 3 years from the Effective Date (the "Maturity Date").

In consideration of funds being made available by the Lender for each Advance, the Company has agreed, subject to the approval of the TSX Venture Exchange (the "TSXV"), to issue to the Lender certain non-transferrable Common Share purchase warrants (the "Warrants") on or about the funding date of each Advance (the "Warrant Issuance", and together with the Loan, the "Transaction"). The number of Warrants issuable for each Advance shall be equal to the dollar amount of such Advance made available to the Company, divided by $0.15. Each Warrant will be exercisable at a price per Common Share equal to $0.15, until the Maturity Date.

In the event that any Advance is repaid in whole or in part within one year of the date the applicable Advance is made, 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 Advance Date; and (ii) 30 days from such reduction of repayment of the Advance.

The Transaction remains subject to the approval of the TSXV. A press release announcing approval of the TSXV, if received, will be disseminated at the applicable time.

Management Commentary:
"This strategic term loan facility significantly strengthens our growth path," said Adam Ingrao, CEO of Alset AI Ventures. "With shareholder-friendly terms including a very conservative interest rate, this financing allows us to strengthen our balance sheet without the need for a dilutive equity raise. It provides the needed capital to assist Lyken.AI to quickly scale revenue, leveraging Lyken.AI's cutting-edge PaaS platform to meet growing global demand and positioning us to advance towards positive operating income exiting 2026, allowing us to provide value to our stakeholders."

Additional Details:
Upon closing of the Transaction and as additional consideration under the terms of the Loan, the Company has agreed to provide Mr. Gilling with a right to observe meetings of the Board of Directors of Alset (the "Observer Right"). The Observer Right shall terminate upon all outstanding amounts under the Loan being repaid.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), 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% 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% of the Company's market capitalization as determined in accordance with MI 61-101.

Alset AI is an AI-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.

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

Investor Relations
Adam Ingrao
Chief Executive Officer
T: 236.312.6744
E: [email protected]

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 the Company, including statements relating to the Company's intention to enter into the Transaction; the expected timing for funding the Advances; the anticipated approval of the TSXV with respect to the Transaction, the issuance of the Warrants; the Company's intended use of proceeds from the Loan; the expected effect of the Loan on financial flexibility, liquidity, and balance sheet position for the Company and Lyken.AI; the Company's expectation for Lyken.AI to achieve positive operating income in 2026 and provide value to its stakeholders; the Company's belief that the Loan will support its strategic growth initiatives; and the strategic direction and business plans of the Company, including its ability to provide investors with diversified exposure to emerging applications and infrastructure that enable advancements in AI technologies. Forward-looking statements normally contain words like "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", and similar terms. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Alset AI's business. Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, the impact of general economic conditions, and unforeseen events and developments. This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Many of these factors are beyond the control of Alset AI. All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this press release are made as at the date hereof, and Alset AI undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. Risks and uncertainties about the Company's business are more fully discussed under the heading "Risks and Uncertainties" in its most recent Management's Discussion and Analysis and other disclosure documents available on SEDAR+ at www.sedarplus.ca.

SOURCE: Alset AI Ventures Inc.

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L.Pelletier--SMC