Early Warning News Release Regarding the Acquisition of Additional Securities of Alset AI Ventures Inc.

Rhea-AI Summary

Alset AI Ventures (TSXV:GPUS / OTC:GPUSF) disclosed that on Feb 24, 2026 Mr. Randy Gilling acquired 3,333,333 warrants exercisable at $0.15 per share as partial consideration for a loan transaction.

The company issued 500 debentures totaling $500,000 under a facility of up to $3,000,000 bearing 6.0% interest.

Post-transaction ownership is 19,622,457 common shares plus the warrants, representing 13.03% partially-diluted.

Positive

• Stake increase to 13.03% partially-diluted
• Acquiror holds 3,333,333 warrants at $0.15
• Company received $500,000 via issued debentures
• Financing facility available up to $3,000,000

Negative

• Potential dilution from 3,333,333 warrants
• Outstanding debt carries 6.0% annual interest
• Issued debentures increase leverage on balance sheet

This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers ("NI 62-103").

TORONTO, ON / ACCESS Newswire / February 25, 2026 / On February 24, 2026, Mr. Randy Gilling (the "Acquiror") acquired an aggregate of 3,333,333 warrants (each, a "Warrant"), with each Warrant exercisable into one common share (each, a "Common Share", and together with the Warrants, the "Securities") in the capital of Alset AI Ventures Inc. (TSXV:GPUS)(OTC:GPUSF)(FSE:1R60, WKN:A40M0J) (the "Company") at an exercise price of $0.15 per Common Share (the "Acquisition"). The Warrants were acquired as part of the total consideration payable by the Company for the completion of the first tranche (the "First Tranche") of a loan transaction between the Acquiror and the Company (the "Transaction"), whereby the Acquiror will purchase up to 3,000 non-convertible debentures of the Corporation bearing interest at a rate of 6.0% per annum (each, a "Debenture") at a price of $1,000 per Debenture, in the aggregate principal amount of up to $3,000,000. Pursuant to the First Tranche, 500 Debentures were issued by the Company to the Acquiror, in the aggregate principal amount of $500,000. The Acquisition and Transaction were completed through a privately negotiated agreement between the Acquiror and the Company.

As at October 1, 2025, being the date the Acquiror most recently filed a Form 62-103F1 - Required Disclosure Under the Early Warning Requirements (the "Prior Report"), the Acquiror, together with any joint actor (as such term is defined in NI 62-103) beneficially owned or exercised control or direction over, directly or indirectly, an aggregate of 16,783,526 Common Shares and nil warrants, representing approximately 10.82% of the issued and outstanding Common Shares, on a partially-diluted basis. Immediately following completion of the Acquisition, and as a result of additional acquisitions by the Acquiror of Common Shares since the filing of the Prior Report but prior to completion of the Acquisition, the Acquiror, together with any joint actor, beneficially owned or exercised control or direction over, directly or indirectly, an aggregate of 19,622,457 Common Shares and 3,333,333 Warrants, representing approximately 13.03% of the issued and outstanding Common Shares, on a partially-diluted basis. The Acquiror does not hold any securities convertible into Common Shares, other than the Warrants.

The Securities are being held by the Acquiror for investment purposes with a long-term view of the investment due to confidence in the Company's platform, strategy and future vision. The Acquiror may, from time to time, depending on market conditions, the business and prospects of the Company and other relevant factors, including the Acquiror's liquidity requirements and investment objectives, increase or decrease its beneficial ownership of the Securities whether in the open market, by privately negotiated agreement or otherwise, in compliance with applicable securities laws.

The Company is located at 701 West Georgia Street, Suite 1420, Vancouver, BC V7Y 1E4. The Acquiror is located at 777-2255B Queen Street East, Toronto, Ontario M4E 1G3. A copy of the early warning report related to the Acquisition will be available under the Company's profile on SEDAR+ at www.sedarplus.ca or may be obtained from the Acquirorat sales@silverbirchgrowth.com.

SOURCE: Alset AI Ventures Inc.

View the original press release on ACCESS Newswire

FAQ

What securities did Randy Gilling acquire from Alset AI Ventures (GPUSF) on Feb 24, 2026?

He acquired 3,333,333 warrants exercisable at $0.15 per share. According to Alset AI Ventures, these warrants were issued as part of consideration for the first tranche of a loan transaction completed between the parties.

How much debt did Alset AI Ventures (GPUSF) issue to Randy Gilling in the first tranche?

The company issued 500 non-convertible debentures totaling $500,000. According to Alset AI Ventures, the debentures bear 6.0% annual interest and form part of a facility up to $3,000,000.

What is Randy Gilling's total ownership in Alset AI Ventures (GPUSF) after the transaction?

He beneficially owns 19,622,457 common shares plus 3,333,333 warrants, representing 13.03% partially-diluted. According to Alset AI Ventures, this reflects additional share acquisitions since the prior early warning filing.

What are the exercise terms of the warrants acquired by Randy Gilling in GPUSF?

Each warrant is exercisable into one common share at $0.15 per share. According to Alset AI Ventures, the 3,333,333 warrants were issued as part of the negotiated transaction consideration.

How large is the overall loan facility between Randy Gilling and Alset AI Ventures (GPUSF)?

The facility allows purchase of up to 3,000 debentures for up to $3,000,000 in principal. According to Alset AI Ventures, the debentures are non-convertible and carry 6.0% annual interest.