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

Alset Capital Inc. Closes Previously Announced Debt Settlement

February 16, 2024 – Vancouver, Canada – ALSET CAPITAL INC. (TSX-V:KSUM.H) (“ALSET” or the “Company”) announces that further to its news releases dated November 14, 2023 that the Company has settled an aggregate of $798,093.27 of debt (the “Debt”) owed to 10 creditors (the “Creditors”) of the Company (the “Debt Settlement”). In settlement of the Debt, the Company issued an aggregate of 15,436,863 units of the Company (each, a “Debt Unit”) at a deemed price of CAD$0.05 per Debt Unit. Each Debt 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 (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 of the Creditors who participated in the Debt Settlement is a corporation wholly owned by an officer and director of the Company (the “Insider”). Pursuant to the policies of the TSX Venture Exchange (the “TSX-V”) and Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), the Insider was issued Common Shares only. For greater certainty, the Company issued to the Insider, an aggregate of 525,000 Common Shares at a deemed price of $0.05 per Common Share to settle $26,250.00 of the Debt. The issuance of the Common Shares to the Insider constitutes a “related party transaction” as defined in MI 61-101. The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61- 101, respectively, for the debt settlement with the Insider, as the deemed value of the Common Shares issued to such Insider does not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

All securities issued in connection with the Debt Settlement are subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws. In addition to the aforementioned statutory resale restrictions, an aggregate of 8,421,640 Common Shares (the “Escrowed Shares”) issued in connection with the Debt Settlement are subject to value a three (3) year Tier 2 Value Security Escrow Agreement in accordance with Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the TSX-V, pursuant to which ten percent (10.0%) of the Escrowed Shares will be released concurrently with the publication of the final TSX-V bulletin regarding the Debt Settlement, and 15.0% of the Escrowed Shares will be released every six (6) months thereafter, until released in full.

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 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, CEO and Director

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 release of the Escrowed Shares issued in connection with the Debt Settlement and the issuance of Warrant Shares upon exercise of the 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.