Alset AI Announces Closing of Third Tranche and Five-Year Maturity Extension of Loan Transaction

VANCOUVER, BC / ACCESS Newswire / July 21, 2026 / Alset AI Ventures Inc. (TSXV:GPUS)(OTCQB: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, further to its press release dated July 20, 2026, it has closed the third tranche (the "Third Tranche") of its loan transaction with Mr. Randy Gilling (the "Lender") in the aggregate principal amount of up to $3,000,000 (the "Transaction"). The Lender advanced $220,000 in the Third Tranche, and to date, has advanced $915,000.

Third Tranche

Pursuant to the closing of the Third Tranche, on July 20, 2026 (the "Effective Date"), the Company issued 220 non-convertible debentures (each, a "Debenture", and collectively, the "Debentures") at a price of $1,000 per Debenture, in the aggregate principal amount of $220,000. 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 TSX Venture Exchange (the "TSXV"), and will mature on the date that is five (5) years following the Effective Date (the "Maturity Date"). The Debentures are 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"), as amended by the first supplemental indenture dated July 20, 2026 (the "Supplemental Indenture"). The Supplemental Indenture was entered into to modify the Maturity Date of Debentures from three (3) to five (5) years. 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 Third Tranche, the Company also issued to the Lender 733,333 non-transferable warrants (the "Warrants"), each exercisable into one Common Share at a price of $0.30 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

Following the closing of the Third Tranche, the Lender may purchase up to an additional 2,085 Debentures at a price of $1,000 per Debenture, in the aggregate principal amount of up to $2,085,000. Closing of the additional tranches shall be at the discretion of management of the Company. The Debentures issued in subsequent tranches will be governed by the terms of the Indenture, as supplemented by the Supplemental Indenture, and be issued on substantially similar terms as the Third Tranche. All Debentures issued in the additional tranches will mature five 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. The number of Warrants issuable on or about each Issuance Date shall, subject to the approval of the TSXV, equal the dollar amount of the principal amount of Debentures issued on the applicable Issuance Date, divided by the Exercise Price (as defined below). Each Warrant will be exercisable for a period of three (3) years: (i) in cash at a price per Common Share equal to the greater of: (A) $0.30; and (B) the last closing price of the Common Shares prior to the issuance of the news release fixing the price for the applicable tranche (the "Exercise Price"); or (ii) via a "cashless exercise" feature based on an agreed-upon formula.

Debenture Amendments

The Company and the Lender have agreed to amend the terms of the Debentures issued on February 24, 2026 and April 2, 2026 (the "Prior Debentures") to extend the Maturity Date from three (3) to five (5) years (the "Amendment"). In connection with the Amendment, the Maturity Dates of the Prior Debentures have been extended from (i) February 24, 2029 to February 24, 2031, and (ii) April 2, 2029 to April 2, 2031.

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: ir@alsetai.com

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 Third Tranche, and additional tranches; the completion and expected terms of each future tranche, if completed, and the terms and timing thereof; the Company's intended use of proceeds from the Third 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.