Star Metro - Alset AI Announces Closing of First Tranche of Loan Transaction of up to $3 Million

First Tranche

Pursuant to the closing of the First Tranche, on February 24, 2026 (the "Effective Date"), the Company issued 500 non-convertible debentures (each, a "Debenture", and collectively, the "Debentures") at a price of $1,000 per Debenture, in the aggregate principal amount of $500,000. The Debentures will bear interest at a rate of 6.0% per annum from the Effective Date, payable in cash or Common Shares, in the Company's sole discretion, subject to the prior approval of the TSXV Venture Exchange (the "TSXV"), 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 February 24, 2026 entered into between the Company and Endeavor Trust Corporation, as trustee (the "Indenture"). 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 First Tranche, the Company also issued to the Lender 3,333,333 non-transferrable warrants (the "Warrants"), subject to the final approval of the TSXV, each exercisable into one Common Share at a price of $0.15 until until three years from the Effective Date. Pursuant to the policies of the TSXV, the Warrants, and the Common Shares issuable thereunder, are subject to a hold period of four months plus one day.

Adam Ingrao, CEO of the Company, commented: "The closing of the First Tranche of our strategic loan facility reinforces our financial position as we advance our AI investment and infrastructure strategy. With additional capital available through additional tranches on Company-friendly terms, we are well-positioned to pursue opportunities across the artificial intelligence value chain, sourcing and developing innovative companies that drive diversified exposure for our shareholders."

The closing of the First Tranche and the broader Transaction are being completed to support the growth of its flagship cloud compute business, Lyken.AI. 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.

Additional Tranches

As of the date hereof, the Company expects the additional tranches (each, a "Tranche") to be completed on or about the following dates and in the following amounts:

• Tranche 2: $500,000 within 2-7 days of Tranche 1.

• Tranche 3: $500,000 within 30 days of Tranche 2.

• Tranche 4: $500,000 within 60 days of Tranche 3.

• Tranche 5: $1,000,000, at the discretion of management.

Pursuant to the additional Tranches, the Lender may purchase up to an additional 2,500 Debentures at a price of $1,000 per Debenture, in the aggregate principal amount of up to $2,500,000.The Debentures will be governed by the terms of the Indenture and be issued on substantially similar terms as the First Tranche. All Debentures issued in the additional Tranches will mature three years from the applicable issuance date (each, an "Issuance Date").

In addition, the Company shall issue Warrants to the Lender upon the closing of each Tranche, on the following terms:

• Tranches 2 and 3: 3,333,333 Warrants will be issued under each of Tranche 2 and Tranche 3, subject to the final approval of the TSXV. Each Warrant is exercisable into one Common Share at a price of $0.15 until three years from the applicable Issuance Date.

• Additional Tranches:

  • The number of Warrants issuable on or about each Issuance Date for Tranche 4 and Tranche 5 shall, subject to the approval of the TSXV, 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 "Market Price").

  • Warrants issued for Tranche 4 and Tranche 5 shall be exercisable at the greater of: (a) $0.15 and (b) the Market Price.

Additional Disclosure

In the event that the principal amount pursuant to any Tranche 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% of the Common Shares, such exercise cannot occur without the prior approval of (i) the disinterested shareholders of the Company; and (ii) the TSXV.

As additional consideration of the Loan, the Company and the Lender will enter into a board observer agreement dated March 2, 2026 (the "Board Observer Agreement"), which will provide the Lender the right to observe meetings of the Board of Directors of the Company (the "Observer Right"). Subject to certain conditions, the Observer Right shall terminate upon the entire principal amount pursuant to the Transaction being advanced, and all outstanding amounts owed by the Company to the Lender (including accrued but unpaid interest) being repaid.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Loan 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. 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.

Amending Agreement

Alset AI also announces that on February 24, 2026, the Company amended (the "Amendment") its previously-announced revenue agreement with Silver Birch Growth Inc. ("SBG"). Pursuant to the terms of the Amendment, the Company has agreed to pay SBG a cash fee in the amount of $500,000 in connection with services provided with respect to the successful launch of Lyken.AI.

Pursuant to MI 61-101, the Amendment constitutes a "related party transaction" as SBG is deemed to be a "related party" of the Company by virtue of Mr. Gilling beneficially owing more than 50% of the outstanding securities of SBG, and Mr. Gilling being considered 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. The Company did not file a material change report at least 21 days prior to execution of the Amendment, which the Company deems reasonable as the details of the Amendment were not settled at such time.

About Alset AI Ventures Inc.

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 Transaction, the First Tranche, and additional Tranches; receipt of final approval from the TSXV for the issuance of Warrants in the First Tranche and in additional Tranches, and the terms thereof; the completion and expected timing of each future Tranche, if completed at all, and the terms thereof; the Company's intended use of proceeds from the First Tranche and the Transaction; the impact of the closing of the First Tranche on the Company's business and opportunities; the entering into of the Board Observer Agreement; the payment of any cash fees to SBG pursuant to the Amendment, 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.

66210276.8

SOURCE: Alset AI Ventures Inc.

View the original press release on ACCESS Newswire

L.Mitchell--SMC