Alset Capital Inc. Announces Certain Shareholders Have Entered into 18-month Voluntary Pooling Agreements and Undertakings, and Announces Non-Brokered Private Placement

VANCOUVER, BC / ACCESSWIRE / April 17, 2024 / Alset Capital Inc. (TSXV:KSUM)(FSE:1R60)(W9KN:A3ESVQ) ("Alset" or the "Company") is pleased to announce a positive development that certain shareholders have entered into a Voluntary Pooling Agreement (the "Pooling Agreement") or Undertakings, which shall collectively place voluntary restrictions on the disposition or sale of 12,726,665 units of the Company. The detailed Release Schedule is provided below.

"We are encouraged by the Applicable Subscribers' decision to enter into the Pooling Agreement and Undertakings, as it signifies their strong belief in Alset's long-term vision and our collective journey towards value creation for all shareholders," said Morgan Good, CEO of Alset.

Release Schedule

The Securities under the Pooling Agreement will be released as follows:

30.0% of the Securities shall be released on the date that is four (4) months and one (1) day from the date of issuance; 


30.0% of the Securities shall be released on the date that is eight (8) months and one (1) day from the date of issuance; and 


30.0% of the Securities shall be released on the date that is twelve (12) months and one (1) day from the date of issuance. 


10.0% of the Securities shall be released on the date that is eighteen (18) months and one (1) day from the date of issuance. 


Private Placement

The Company also announces a Non-Brokered Private Placement of Units of the Company (the "Units") at a price of $0.25 per Unit, for aggregate gross proceeds of up to $2,500,000 (the "Offering").

Each Unit is comprised of one (1) Common Share and one-half of one Common Share purchase warrant (each, whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one (1) additional Common Share (each, a "Warrant Share") at a price of $0.40 per Warrant Share for a period of 36 months from the date of issuance.

In connection with the Offering, the Company may pay finders' fees in cash or in finders warrants, or a combination of both, as permitted by the policies of the TSX Venture Exchange (the "TSX-V"). If finders' fees are paid in connection with the Offering, it is expected that any cash finder's fees will be equal to 8% of the proceeds placed by the applicable finder, and any finder's fee paid in warrants (the "Finder's Warrants") will be equal to 8% of the number of Units placed by the applicable finder. Each Finders' Warrant entitles the holder thereof to acquire one (1) Common Share (each, a "Finders' Warrant Share") at a price of $0.25 per Finders' Warrant Share for a period of 36 months from the date of issuance.

The Company intends on using the net proceeds from the Offering for capital expenditures, working capital and general corporate purposes.

All securities issued pursuant to the Offering are subject to a statutory hold period of four (4) months plus one (1) day from the date of issuance, in accordance with applicable securities legislation. Closing of the Offering is subject to a number of prescribed conditions, including, without limitations, approval of the TSX-V.

Amendment to Prior News Release

The Company would also like to clarify that there was an error in its prior news release filed on SEDAR+ on March 27, 2024 (the "Prior News Release"). The Prior News Release inadvertently referred to the Company's long-term incentive plan rather than omnibus incentive plan, which was adopted by the Company's Board of Directors on March 27, 2024 (the "Omnibus Plan"). The Omnibus Plan replaces the Company's current share option plan dated January 31, 2018, as amended and restated on October 28, 2022 and restricted share unit plan dated September 16, 2016. The Company confirms that pursuant to the disclosure provided in the Prior News Release, the Company granted incentive stock options (the "Options") to purchase up to 6,000,000 common shares in the capital of the Company and restricted share units ("RSUs") to purchase up to 3,000,000 common shares in the capital of the Company to certain directors, officers and consultants (the "Participants") of the Company pursuant to the Company's Omnibus Plan. All other details pertaining to the Options and RSUs granted on March 27, 2024, remain the same.

The Omnibus Plan and grant of Options and RSUs to the Participants are subject to TSX-V and shareholder approval.

On behalf of Alset Capital Inc.

"Morgan Good"

Morgan Good
Chief Executive Officer

About Alset Capital Inc.

Alset Capital Inc. is an investment issuer that is focused on investment in diversified industries such as technology, healthcare, industrial, special situations, operating businesses through both debt and equity using cash resources or shares in its capital. The Company is led by an experienced, entrepreneurial group of executives having a diverse industry and capital markets background.

Alset Capital Inc.'s investment portfolio comprises 49% ownership of Cedarcross International Technologies Inc. and 49% ownership of Vertex AI Ventures Inc.

About Cedarcross International Technologies Inc.

Cedarcross is an Artificial Intelligence cloud computing provider, with a vision of becoming one of Canada's largest AI compute providers. The Company is dedicated to democratizing access to cutting-edge AI computing, offering access to the world's fastest AI servers powered by Nvidia's H100 HGX 8GPU Servers. Focused on leasing compute resources to enterprise clients, Cedarcross anticipates significant revenue growth.

For further information about Alset Capital Inc., please contact:

Morgan Good, CEO and Director
T: 604.715.4751
E: morgan@alsetai.com

Cautionary Note regarding Forward Looking Statements

Certain statements in this press release may contain forward-looking information (within the meaning of Canadian securities legislation), including, without limitation, the release of securities from the Agreement, the intended use of proceeds, the issuance of the Warrant Shares upon exercise of the Warrants and the issuance of the Finders' Warrant Shares upon exercise of the Finders' Warrants. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the statements. Forward-looking statements speak only as of the date those statements are made. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable law, the Company assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions, or changes in other factors affecting the forward-looking statements. If the Company updates any forward-looking statement(s), no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

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.

SOURCE: Alset Capital Inc.