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

Second Tranche

Pursuant to the closing of the Second Tranche, on April 2, 2026 (the "Effective Date"), the Company issued 195 non-convertible debentures (each, a "Debenture", and collectively, the "Debentures") at a price of $1,000 per Debenture, in the aggregate principal amount of $195,000. The Debentures bear interest at a rate of 6.0% 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 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 Second Tranche, the Company also issued to the Lender 1,300,000 non-transferrable warrants (the "Warrants"), 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.

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

The TSXV has agreed to extend its original acceptance to allow the Company to close additional tranches (each, a "Tranche") of up to an aggregate of $1,500,000 in principal amount (including the closing of the first tranche on February 24, 2029 and the Second Tranche) until May 20^th, 2026 (the "End Date"). The Company will submit a new application to the TSXV for acceptance of future Tranches expected to close after the End Date (the "Application").

Following the closing of the Second Tranche, the Lender may purchase up to an additional 2,305 Debentures at a price of $1,000 per Debenture, in the aggregate principal amount of up to $2,305,000. The Debentures will be governed by the terms of the Indenture and be issued on substantially similar terms as the Second Tranche. All Debentures issued in the additional Tranches will mature three years from the applicable issuance date (each, an "Issuance Date").

In addition, upon the closing of each Tranche, the Company shall issue Warrants to the Lender, with each Warrant exercisable into one Common Share until three years from the applicable Issuance Date. For additional Tranches that close prior to the End Date, the number of Warrants issuable shall equal, subject to the final approval of the TSXV, the dollar amount of the principal amount of Debentures issued on the applicable Issuance Date, divided by $0.15, being the exercise price of the Warrants. For additional Tranches that close after the End Date, the Company expects, subject to the approval of the TSXV pursuant to the Application, the Warrants will be issued on the following terms:

• The number of Warrants issuable 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").

• The Warrants 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, including the previously-closed Tranches, 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.

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. 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.

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 Second Tranche, and additional tranches; the submission of, and receipt of approval from the TSXV regarding the Application, and the terms thereof; the completion and expected terms of each future Tranche, if completed at all, and the terms thereof; the Company's intended use of proceeds from the Second Tranche and the Transaction; 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.

View the original press release on ACCESS Newswire

P.Lefebvre--SMC