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

Alset Capital Inc. Announces Update To Previously Announced Financing And Debt Settlement

November 14, 2023 Vancouver, Canada ALSET CAPITAL INC. (TSX-V:KSUM.H) (“ALSET” or the “Company”) announces that further to its news release dated September 12, 2023, it is revising the terms of its previously announced debt settlement (the “Debt Settlement”) and non-brokered private placement of units of the Company (“Units”) at an issue price of CAD$0.03 per Unit (the “Unit Offering”). The Company will now be offering up to 13,112,038 Units for aggregate gross proceeds of up to $393,361.14. All other terms of the Unit Offering remain unchanged. In its discretion, the Company may increase or decrease the size of the Unit 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 is pleased to announce that it intends to issue an aggregate of $188,000 in unsecured convertible debenture (collectively, the “Debentures”) to certain investors (the “Debentureholders”).

Debt Settlement

The Company announces that it intends to amend certain terms of its previously announced Debt Settlement. In this regard, the Company intends on entering into debt settlement agreements with certain creditors of the Company to issue up to 15,500,000 units of the Company (each, a “Debt Unit”) at a deemed price of CAD$0.05 per Debt Unit to settle an aggregate of up to CAD$775,000 in outstanding liabilities of the Company. Each Debt 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.

It is expected that certain Insiders (as such term is defined under the policies of the Exchange) of the Company may participate in the Debt Settlement. The participation of Insiders in the Debt Settlement will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely upon exemptions from the formal valuation and minority approval requirements of MI 61-101.

Debenture

The Debentures will bear interest at the rate of 24.0% per annum, payable in cash or units of the Company (each, a “Debenture Unit”), on the last day of each calendar year, maturing 12 months from the date of issuance, or such earlier date as the aggregate principal amount of the Debenture may become due and payable in accordance with the terms of the Debenture (the “Maturity Date”). Each Debenture Unit shall consist 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 principal amount of the Debentures and any accrued and unpaid interest thereon is convertible, at the option of the Debentureholder, into Debenture Units at a conversion price equal to $0.05 per Debenture Unit, at any time following the date of issuance until the earlier of: (i) the business day immediately preceding the Maturity Date; and (ii) the business day immediately preceding the date on which the Company redeems the aggregate principal amount, being the redemption date.

The Company intends to use the gross proceeds from the Debentures for general and working capital purposes.

The securities issued pursuant to the Unit Offering, the Debt Settlement and the Debentures offering. 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 Unit Offering, the Debt Settlement and the Debentures offering and issuance of the Units, the Debt Units, the Debentures and the Debenture Units are subject to a number of conditions, including but not limited to receipt of all necessary regulatory and corporate approvals, including disinterested shareholder approval and Exchange approval.

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.

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 resource or shares in its capital. The Company is led by an 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
E: morgangood@gmail.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 completion of the Unit Offering, the Debt

Settlement or the Debentures offering, the intended use of proceeds from the Unit Offering or the Debentures 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.