VANCOUVER, BC — February 25, 2026 — Leads & Copy — Alset AI Ventures Inc. (TSXV:GPUS)(OTC:GPUSF)(FSE:1R60, WKN:A40M0J) has announced the closing of the first tranche of a loan transaction with Randy Gilling for up to $3,000,000. The Lender advanced $500,000 in the First Tranche. Gilling is an insider of the Company, holding greater than 10% of the issued and outstanding common shares.
The initial tranche, which occurred on February 24, 2026, involved the issuance of 500 non-convertible debentures at $1,000 each, totaling $500,000. These debentures will accrue interest at 6.0% per annum, payable in cash or Common Shares, subject to TSXV Venture Exchange approval, and will mature three years from the Effective Date. Endeavor Trust Corporation will act as trustee, and the debentures are subject to a four-month hold period plus one day.
In addition to the debentures, Alset AI issued 3,333,333 non-transferrable warrants to the Lender, pending final TSXV approval. Each warrant allows the holder to purchase one Common Share at $0.15 until three years from the Effective Date. The warrants and underlying Common Shares are subject to a four-month hold period plus one day, according to TSXV policies.
CEO Adam Ingrao stated that the closing of the first tranche strengthens the company’s financial position as it pursues its AI investment and infrastructure strategy. He added that the additional capital available through future tranches on Company-friendly terms positions them well to pursue opportunities across the AI value chain.
The funds from the transaction will support the growth of Lyken.AI, Alset AI’s cloud compute business, and will be used for working capital and general corporate purposes.
The company anticipates completing additional tranches according to the following schedule:
Tranche 2: $500,000 within 2-7 days of Tranche 1.
Tranche 3: $500,000 within 30 days of Tranche 2.
Tranche 4: $500,000 within 60 days of Tranche 3.
Tranche 5: $1,000,000, at the discretion of management.
Under these additional tranches, the Lender may purchase up to 2,500 more Debentures at $1,000 each, in the aggregate principal amount of up to $2,500,000. The Debentures will be governed by the terms of the Indenture and be issued on substantially similar terms as the First Tranche. All Debentures issued in the additional Tranches will mature three years from the applicable issuance date.
Warrants will also be issued to the Lender upon the closing of each Tranche, subject to final TSXV approval.
For Tranches 2 and 3: 3,333,333 Warrants will be issued under each of Tranche 2 and Tranche 3, subject to the final approval of the TSXV. Each Warrant is exercisable into one Common Share at a price of $0.15 until three years from the applicable Issuance Date.
For Tranche 4 and Tranche 5, the number of Warrants will 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.
Warrants issued for Tranche 4 and Tranche 5 shall be exercisable at the greater of: (a) $0.15 and (b) the Market Price.
The company also announced that it amended its revenue agreement with Silver Birch Growth Inc. (SBG) to pay SBG a $500,000 cash fee for services related to the successful launch of Lyken.AI. Because Mr. Gilling beneficially owing more than 50% of the outstanding securities of SBG, the Amendment constitutes a “related party transaction” under MI 61-101.
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.
Source: Alset AI Ventures Inc.
