VANCOUVER, BC / ACCESS Newswire / July 20, 2026 / Alset AI Ventures Inc. ( 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 provide an update to its previously-announced loan transaction with Mr. Randy Gilling (the "Lender") in the principal amount of up to $3,000,000 (the "Transaction"). Further to its press release dated April 24, 2026 (the "April 24 Release"), as of the date hereof, the Lender has advanced $695,000 to the Company in two Tranches closed on February 24, 2026 and April 2, 2026. As further described in the April 24 Release, the Company was required to submit, and has submitted, a new application to the TSX Venture Exchange (the "TSXV") for approval to complete additional tranches (each, a "Tranche") pursuant to the Transaction.

The Lender will purchase, in multiple additional Tranches, up to an additional 2,305 non-convertible debentures of the Corporation (each, a "Debenture", and collectively, the "Debentures") at a price of $1,000 per Debenture, in the aggregate principal amount of up to an additional $2,305,000.

The Debentures will bear interest at a rate of 6.0% per annum from the applicable issuance date (each, an "Issuance Date"), payable quarterly in arrears on each of March 31, June 30, September 30 and December 31. The interest obligation may be satisfied either in cash or Common Shares, in the Company's sole discretion, subject to the prior approval of the TSX Venture Exchange ("TSXV"). The Debentures will mature on the date that is five years following the applicable Issuance Date (each, a "Maturity Date"). The Debentures will be governed pursuant to the terms of a debenture indenture dated February 24, 2026 (the "Indenture") entered into between the Company and Endeavor Trust Corporation, as trustee (the "Trustee"). The Company and the Trustee intend to enter into a first supplemental indenture to the Indenture to modify the Maturity Date in previous tranches and for future tranches from three (3) years to five (5) years from the Issuance Date.

In consideration for each Tranche, the Company has agreed to issue to the Lender certain non-transferrable warrants (the "Warrants") to purchase common shares in the capital of the Company ("Common Shares") on or about the closing of each Tranche, subject to the approval of the TSXV. The number of Warrants issuable on or about each Issuance Date shall 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.

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, subject exercise cannot occur without the prior approval of (i) the disinterested shareholders of the Company; and (ii) the TSXV.

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.

The Transaction remains subject to the final approval of the TSXV.

About Alset AI Ventures Inc. ( GPUSF )

Alset AI ( GPUSF ) 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. ( GPUSF ), 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, including the completion and expected timing of each Tranche, if completed at all, the expected timing, number, and terms for issuance of the Warrants, the final approval of the TSXV with respect to the Transaction, the approval of the TSXV with respect to the issuance of Warrants pursuant to each Tranche, the Company's intended use of proceeds from the Transaction; the entering into of a first supplemental indenture to the indenture with the Trustee; 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 ( GPUSF ) 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 ( GPUSF ). 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 ( GPUSF ) 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. ( GPUSF )

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