Alset Capital Inc. is a publicly traded company: TSXV:KSUM | OTC:ALSCF | FSE:1R60, WKN:A3ESVQ

Alset Capital Inc. Announces Completion Of $0.03 Units And Convertible Debenture Private Placements For $581,374.91

November 28, 2023 – Vancouver, Canada – ALSET CAPITAL INC. (TSX-V:KSUM.H) (“ALSET” or the “Company”) is pleased to announce that it has completed the previously announced non-brokered private placement of units of the Company (the “Units”) upon the sale and issuance of an aggregate 13,112,497 Units, at an issue price of CAD$0.03 per Unit, for gross proceeds CAD$393,374.91 (the “Unit Offering”). Each Unit consists of one (1) common share in the capital of the Company (each, a “Common Share”) and one (1) Common Share purchase warrant (each, a “Warrant). Each Warrant will entitle the holder thereof to acquire an additional common share in the capital of the Company (each, a “Warrant Share) at an exercise price of CAD$0.05 per Warrant Share, subject to adjustment in certain circumstances, for a period of 12 months from the date of issuance.

One insider of the Company purchased an aggregate 100,000 Units under the Unit Offering. The insider’s participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61- 101”). This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to, nor the consideration paid by such person exceeds 25% of the Company’s market capitalization.

Concurrent with the closing of the Unit Offering, the Company has also completed the offering of unsecured convertible debentures of the Company (the “Debentures”) in aggregate principal amount of $188,000 (the “Debenture Offering”, and collectively with the Unit Offering, the “Offerings”). Each Debenture consists of $1,000 in principal and is convertible into Units (each, a “Debenture Unit”), at a conversion price of $0.05 per Debenture Unit. Each Debenture Unit consists of one (1) Common Share and one (1) Common Share purchase warrant (each, a “Debenture Warrant”). Each Debenture Warrant entitles the holder thereof to acquire an additional Common Share (each, a “Debenture Warrant Share”) at a price of $0.05 per Debenture Warrant Share, for a period of 12 months from the date of issuance. The Debentures will mature on the first anniversary of the date of issuance and bear interest at a rate of 24.00% per annum, commencing on the date of issuance.

Accrued and unpaid interest on the Debenture may be converted into Debenture Units at a price equal to the Market Price (as defined in the polices of the TSX Venture Exchange) at the time such interest becomes payable, subject to prior approval of the TSX Venture Exchange.

The Company intends to use the proceeds of the Offerings for general working capital, investment in accordance with the Company’s investment policy, as amended, and certain payables to arm’s length parties. It is anticipated that up $300,000 of the net proceeds of the Offerings will be invested in Cedarcross International Technologies Inc., an investee company which was announced August 4, 2023.

The Debentures will not be listed or posted for trading on any stock exchange. All securities issued in connection with the Offerings will be subject to a statutory resale restriction for four (4) months plus one (1) day from the closing date of the Offerings.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.


Morgan Good” Morgan Good

Chief Executive Officer


Alset Capital Inc. is an investment issuer that is focussed 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 a experienced, entrepreneurial group of executives having a diverse industry and capital markets background.

For further information about ALSET CAPITAL INC., please contact:

Morgan Good, Chief Executive Officer

T: 604.715.4751

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 completion of the

Offerings, the intended use of proceeds from the Offerings and issuance of securities in connection therewith. 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.