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

Alset Capital Inc. Announces Investment In Vertex AI Ventures Inc.

VANCOUVER, Brish Columbia – January 11, 2024 Alset Capital Inc. (TSXV: KSUM.H) (“Alset” or the “Company”) is pleased to announce that it has entered into a share exchange agreement (the “Agreement”) dated January 9, 2024, between the Company, Vertex AI Ventures Inc. (“Vertex”) and the shareholders of Vertex (the “Vertex Shareholders”), pursuant to which the Company will acquire 49.0% of the current issued and outstanding common shares in the capital of Vertex (“Vertex Shares”)(the “Transacon”) .

About Vertex

Vertex is a Canadian-based artificial intelligence company focused on the identification, acquisition, development and licensing of intellectual property (“IP”) within the artificial intelligence (“AI”) cloud computing industry. Additionally, Vertex provides leading data management services.

Vertex provides solutions to meet the IP and data management requirements of businesses. This includes the identification and acquisition of IP assets and offering tailored licensing solutions to meet the unique needs of clients. Additionally, Vertex delivers Data Management Services, encompassing data engineering, automation, observability, secure data storage, and seamless integration with other systems.

Vertex is led by Nikolaos (Niko) Kontogiannis. Mr. Kontogiannis, renowned for his entrepreneurial acumen and contributions to the fintech sector, has a proven track record of success. As the co-founder and financier of VersaPay, he played a pivotal role in establishing VersaPay as one of North America’s top emerging growth companies, as published in Profit Magazine. He also co-founded and financed PayFirma Corporation, the first fintech company to deploy mobile payments on smartphones.

In 2018, Mr. Kontogiannis orchestrated a successful merger and acquisition of PayFirma Corporation by Merrco Payments Inc., positioning the company as a global leader in high-risk payment processing for the cannabis industry and regulated businesses. Adding to his accomplishments, Mr. Kontogiannis launched his family office, PENCK Global and pioneered the concept of “Bitcoin friendly” in the eCommerce space through his earlier venture in 2011.

“We are thrilled to have Alset onboard as an investor and strategic partner in our company.” said Niko Kontogiannis, Director of Vertex. “Together, we aim to create a meaningful synergy that not only strengthens our IP portolio but also enhances our ability to provide cutting-edge data management services to a broader range of customers. I am confident that our combined expertise will propel us to the forefront of the rapidly evolving artificial intelligence landscape.”

About the Proposed Transacon

Pursuant to the terms of the Agreement, the Company will acquire 49.0% of the issued and outstanding Vertex Shares (the “Vertex Interest”). As consideration for the Vertex Interest, the Company will issue an aggregate of 12,000,000 common shares in the capital of the Company (the “Payment Shares”) at a deemed price of $0.05 per Payment Share, for total consideration of $600,000. As currently proposed, concurrently with closing of the Transaction, the Company will enter into a right of first refusal agreement (the “ROFR”) to acquire the balance of the Vertex Shares. The Company’s ROFR will commence on closing of the Transaction and will be valid for a two (2) year period.

Completion of the proposed Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange, including the NEX Board (collectively, the “Exchange”) acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

All securities issued in connection with the Transaction are subject to a statutory hold period of four (4) months and one (1) day from the date of issuance, in accordance with applicable securities legislation.

The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securies Act“), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Upon closing of the Transaction, the Company will have completed its second investment in the AI sector. “We are excited to join forces with Vertex and Niko,” commented Morgan Good, Chief Executive Officer of the Company. “This strategic investment aligns with our commitment to providing shareholders of Alset with exposure to a diverse range of investments in the AI sector. Vertex’s expertise in AI intellectual property and data management compliments our investment in Cedarcross International Technologies Inc. made last year.”

About Alset Capital Inc.

Alset is an investment issuer that is focused on investment in diversified industries such as technology, health care, industrial and special situations, and 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 market background.

On Behalf of the Board of Directors

Morgan Good” Morgan Good, Director

FOR FURTHER INFORMATION, PLEASE CONTACT

Alset Capital Inc.
Tel: 604-715-4751
Email:morganrgood@gmail.com

Forward-Looking Statement Cautions

Certain statements contained in this news release may be deemed “forwardlooking statements” within the meaning of applicable Canadian securities laws. These forwardlooking statements, by their nature, require Alset and Vertex to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forwardlooking statements. Forwardlooking statements are not guarantees of performance. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forwardlooking statements. Information contained in forwardlooking statements, including, but not limited to, the future outlook and anticipated events, consummation and timing of the proposed Transaction, the issuance of the Payment Shares, the approval of the Exchange, the satisfaction of conditions precedent to the Transaction and the execution of the right of first refusal agreement, are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, public disclosure from operators of the relevant mines, as well as other considerations that are believed to be appropriate in the circumstances. Alset and Vertex consider their respective assumptions to be reasonable based on information currently available but cautions the reader that their assumptions regarding future events, many of which are beyond the control of Alset and Vertex, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect Alset and Vertex, and their respective businesses.

The forwardlooking statements set forth herein concerning Alset reflect management’s expectations as at the date of this news release and are subject to change after such date. Alset and Vertex disclaim any intention or obligation to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.