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Alset AI to Amend Warrants and Launch Early Exercise Incentive Program to Accelerate Growth and Further Strengthen Capital Position

Program Expected to Enhance Financial Flexibility, Optimize Capital Structure, and Support Scaling of Lyken.AI platform and Commercial Pipeline

VANCOUVER, BC / / June 2, 2025 / Alset AI Ventures Inc. (TSXV:GPUS)(OTC:GPUSF)(FSE:1R60)(WKN:A3ESVQ) ("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 it intends to amend the exercise price of an aggregate of 19,999,993 outstanding common share purchase warrants currently expiring on March 15, 2027 and March 22, 2027 (the "Warrants"). The Warrants were issued pursuant to a private placement that closed in two tranches on March 15, 2024 and March 22, 2024.

"This strategy provides us with an opportunity to further strengthen our balance sheet by unlocking growth capital from our existing capital structure," said Adam Ingrao, CEO of Alset AI. "As we scale Lyken's platform-as-a-service offering and pursue high-quality infrastructure opportunities, a stronger balance sheet positions us to move with speed and confidence. This is a shareholder-aligned way to capitalize on momentum in the AI infrastructure market while enhancing long-term value."

The Warrants have a current exercise price of $0.25 and the Company intends to amend the exercise price to $0.15. In connection with the re-pricing of the Warrants, the amended Warrants shall include an accelerated expiry provision (the "Acceleration Provision"). Pursuant to the Acceleration Provision, if the closing price of the Company's shares is $0.1875 or higher for 10 consecutive trading days (the "Premium Trading Days"), Warrantholders will have 30 calendar days before expiry to exercise their Warrants, commencing 7 calendar days after the last Premium Trading Day. Except for the amended exercise price and the Acceleration Provision, all other terms of the Warrants will remain the same. The proposed amendments to the Warrants are subject to acceptance by the TSXV and prior consent of the Warrantholders.

In addition, the Company is pleased to announce that it intends to undertake an early exercise warrant incentive program (the "Incentive Program") designed to encourage the exercise of the above noted outstanding Warrants. The Incentive Program shall be valid for a period of 45 days from the commencement date ("Incentive Program Expiry Date"). For each Warrant exercised on or prior to the Incentive Program Expiry Date by a Warrantholder, the Company shall issue to the Warrantholder one-half of one additional common share purchase warrant exercisable at a price of $0.25 for a period of 12 months from the date of issuance ("Incentive Warrants").

The Incentive Program and the re-pricing of the Warrants are conditional to the approval of the TSXV. Upon receipt of the approval, the Company shall send a notice to the Warrantholders outlining the details of the Incentive Program and the Incentive Program Expiry Date.

This initiative reflects Alset AI's proactive approach to capital management, leveraging its existing capital structure to support strategic objectives. The warrant amendment and incentive program are designed to enhance long-term financial efficiency and flexibility, align with shareholder interests, and accelerate the Company's execution priorities, including the scaling of Lyken.AI's infrastructure platform and support execution across the Company's expanding commercial and strategic pipeline.

About Alset AI Ventures Inc.

Alset AI is a pioneering AI and cloud computing investment firm, committed to nurturing high- potential technology companies. Through a combination of capital, strategic advisory, and cloud computing alliances, Alset AI is shaping the future of artificial intelligence and building an AI-focused venture capital platform poised for substantial growth.

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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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") related to the repricing of the Warrants, the commencement of the Incentive Program, and the TSXV's approval of the Warrant repricing the Incentive Program, the results of the Incentive Program, and the expected benefits to the Company from the Incentive Program. 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 .

SOURCE: Alset AI Ventures Inc.