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

Rhea-AI Summary

Alset AI Ventures (TSXV:GPUS, OTCQB:GPUSF) closed the third tranche of its loan transaction with lender Randy Gilling, issuing 220 non-convertible debentures at $1,000 each for aggregate principal of $220,000, bearing 6.0% annual interest and maturing five years from July 20, 2026.

According to the company, cumulative advances under the up-to $3,000,000 facility now total $915,000. Alset AI also issued 733,333 non-transferable warrants exercisable at $0.30 per share for three years. The debenture indenture was amended to extend all related maturities from three to five years, including prior debentures dated February 24 and April 2, 2026. Proceeds are expected to support working capital, general corporate purposes, and growth of the Lyken.AI cloud compute business.

Positive

• $220,000 raised in third tranche, total advances now $915,000
• Total loan facility size up to $3,000,000 with additional tranches
• Debenture maturity extended from three to five years, easing near-term repayment
• Interest rate fixed at 6.0% per annum for issued debentures

Negative

• Issuance of 733,333 warrants at $0.30 creates potential share dilution
• Future tranches could add up to $2,085,000 more debt
• All debentures now carry five-year obligations, extending interest commitments

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

View the original press release on ACCESS Newswire

FAQ

What did Alset AI Ventures (GPUSF) announce about its third loan tranche on July 21, 2026?

Alset AI announced closing the third tranche of its loan transaction, issuing 220 debentures for $220,000. According to the company, total advances under the up-to $3,000,000 facility now reach $915,000, providing additional working capital and corporate funding flexibility.

What are the key terms of the Alset AI (GPUSF) debentures issued in the third tranche?

The debentures have a principal of $1,000 each, bear 6.0% annual interest, and mature five years from July 20, 2026. According to Alset AI, interest is payable in cash or common shares, at its discretion, subject to TSXV approval and applicable hold periods.

How many warrants did Alset AI (GPUSF) issue with the third tranche financing and at what price?

Alset AI issued 733,333 non-transferable warrants to the lender, each exercisable at $0.30 per share for three years. According to the company, these warrants and underlying shares are subject to a four-month-plus-one-day hold period under TSXV policies.

How much additional capital can Alset AI (GPUSF) still raise under its loan transaction?

Following the third tranche, the lender may purchase up to an additional 2,085 debentures for potential proceeds of $2,085,000. According to Alset AI, closing of any further tranches is at management’s discretion and would follow substantially similar terms and five-year maturities.

Why did Alset AI (GPUSF) extend the maturity of its debentures from three to five years?

Alset AI amended its indenture to extend debenture maturities from three to five years, including prior issuances. According to the company, this change aligns all tranches under longer-dated terms, deferring repayment dates to 2031 for earlier debentures and five years from each new issuance.

How will Alset AI (GPUSF) use the proceeds from its loan transaction and debentures?

Proceeds are expected to be used for working capital and general corporate purposes. According to Alset AI, the funds will also support its AI infrastructure strategy, including growth of its flagship Lyken.AI cloud compute business, enhancing the company’s financial capacity for operations and expansion.

What is the warrant structure for future Alset AI (GPUSF) debenture tranches?

For each future tranche, Alset AI will issue warrants equal to the principal amount divided by the exercise price. According to the company, each warrant will be exercisable for three years in cash or via a cashless exercise feature, subject to TSXV approval and pricing rules.