Arizona Tribune - Alset AI Announces Non-Brokered Private Placement Offering of up to $700,000

VANCOUVER, BC / ACCESS Newswire / December 17, 2025 / Alset AI Ventures Inc. (TSXV:GPUS)(OTC PINK: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 a non-brokered private placement offering (the "Offering") of up to 12,727,272 units of the Company (each, a "Unit") at an issue price of $0.055 per Unit for aggregate gross proceeds to the Company of up to $700,000. The Units will be issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinate Blanket Order 45-953 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption").

Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of C$0.10 per Warrant Share for a period of 24 months from the Closing Date (as defined below).

The net proceeds from the Offering will be used to accelerate the commercialization of the Company's cloud compute business, including funding customer acquisition through sales and marketing activities and advancing near-term revenue milestones, and for working capital and general corporate purposes.

Adam Ingrao, CEO of Alset AI, stated: "This non-brokered financing will provide the necessary working capital to execute on our near-term milestones. In parallel, we continue to work toward closing the previously announced unsecured loan facility, which remains on track. Together, this private placement and the upcoming loan closing will strengthen our balance sheet, and allow the management team to focus exclusively on customer adoption and revenue growth."

The Offering is expected to close on or about December 22, 2025 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the purposes of the Company set out herein.

Subject to compliance with applicable regulatory requirements and in accordance with the Listed Issuer Financing Exemption in NI 45-106, the Units will be offered for sale to purchasers resident in Canada, except Québec, and other qualifying jurisdictions. Subject to the rules and policies of the TSXV, the securities issued in the Offering pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document prepared in the form prescribed by Form 45-106F19 under Canadian securities laws, relating to the Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.alsetai.com. Prospective investors should read the Offering Document before making an investment decision.

The Common Shares, Warrants and Warrant Shares have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares, Warrants and Warrant Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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: [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, but not limited to, statements with respect to the Offering (including the size and terms of the Offering, the expected Closing Date for the Offering; and the completion of the Offering on the terms and timeline as announced or at all), the ability of the Company to obtain all necessary corporate and regulatory approvals, including any approval required from the TSXV; the Company's anticipated use of proceeds from the Offering and the ability for the proceeds to allow the Company to execute on its near-term milestones and positions; whether the proceeds of the Offering will be sufficient for the purposes of the Company moving forward; the anticipated closing of the unsecured loan facility; 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.

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