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

Alset Capital Inc. Announces Private Placement Of $0.03 Units And Issuance Of Units Pursuant To Debt Settlements

September 12, 2023 Vancouver, Canada ALSET CAPITAL INC. (TSX-V:KSUM.H) (“ALSET” or the “Company”) is pleased to announce that it intends to complete a non-brokered private placement of up to 19,333,333 units of the Company (the “Units”) at an issue price of CAD$0.03 per Unit, for gross proceeds of up to CAD$580,000 (the “Offering”). In its discretion, the Company may increase or decrease the size of the Offering in accordance with the policies of the NEX board (the “NEX”) of the TSX Venture Exchange (the “TSX-V”, and together with the NEX, the “Exchange”). Furthermore, the Company has agreed to the settlement of debt with certain creditors of the Company to issue an aggregate of up to 24,000,000 Units of the Company at a deemed price of CAD $0.03 per Unit to settle an aggregate of approximately CAD $720,000 of outstanding debt (the “Debt Settlement”).

Each Unit will consist 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.

The net proceeds of the Offering will be used for general working capital, investment in accordance with the Company’s investment policy, as amended, and certain payables to arms length parties. It is anticipated that up $300,000 of the net proceeds of the Offering will be invested in Cedarcross International Technologies Inc. an investee company which was announced August 4, 2023. There are no anticipated payments for historic non arm’s length payment.

In connection with the Offering, the Company may pay finders’ fees in cash or securities, or a combination thereof, to certain finders, as permitted by the policies of the Exchange. There is no minimum number of Units or minimum aggregate proceeds required to close the Offering and the Company may, at its discretion, elect to close the Offering in one (1) or more tranches.

The securities issued pursuant to the Offering and the Debt Settlement are subject to a statutory hold period of four (4) months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Offering and the Debt Settlement and issuance of the Units are subject to a number of conditions, including receipt of all necessary regulatory and corporate approvals, including approval from the Exchange.

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 Offering or the Debt Settlement, the intended use of proceeds from the Offering, the anticipated amount of debt settlement and the payment of finders’ fees 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.