VANCOUVER, BC / ACCESS Newswire / February 19, 2026 / Alset AI Ventures Inc. (TSXV:GPUS)(OTC:GPUSF)(FSE:1R60, WKN:A40M0J) ("Alset AI" or the "Company") an artificial intelligence ("AI") venture company advancing innovation through strategic investment and cloud computing solutions, is pleased to announce, in accordance with Section 3.5 of TSXV Policy 3.3, an update to its previously-announced loan transaction with Mr. Randy Gilling (the "Lender") in the principal amount of up to $3,000,000 (the "Transaction"). The Lender is an insider of the Company, holding greater than 10% of the issued and outstanding common shares on the capital of the Company ("Common Shares").

As discussed in the Company's press release dated October 17, 2025, funds received pursuant to the Transaction are expected to be used for working capital and general corporate purposes in order to provide the Company with additional financial capabilities as it continues to advance its AI investment and infrastructure strategy.

Details of Transaction

The Transaction will be completed on substantially similar economic and business terms as previously-announced by the Company. As a result of certain tax-related considerations of the Lender, the structure of the Transaction has been revised, as set out below.

The Lender will purchase, in multiple tranches (each, a "Tranche"), up to 3,000 non-convertible debentures of the Corporation (each, a "Debenture", and collectively, the "Debentures") at a price of $1,000 per Debenture, in the aggregate principal amount of up to $3,000,000.The Debentures will bear interest at a rate of 6.0% per annum from the applicable issuance date (each, an "Issuance Date"), payable quarterly in arrears on each of March 31, June 30, September 30 and December 31. The interest obligation may be satisfied either in cash or Common Shares, in the Company's sole discretion, subject to the prior approval of the TSX Venture Exchange ("TSXV"). The Debentures will mature on the date that is three years following the applicable Issuance Date (each, a "Maturity Date"). The Debentures will be governed pursuant to the terms of a debenture indenture to be entered into between the Company and Endeavor Trust Corporation, as trustee, upon closing of the first Tranche.

As of the date hereof, the Company expects the Tranches of issuance of Debentures to be completed on or about the following dates and in the following amounts:

• Tranche 1: $500,000 shortly after receipt of approval from the TSXV.

• Tranche 2: $500,000 within 2-7 days of Tranche 1.

• Tranche 3: $500,000 within 30 days of Tranche 2.

• Tranche 4: $500,000 within 60 days of Tranche 3.

• Tranche 5: $1,000,000, at the discretion of management.

In consideration for each Tranche, the Company has agreed to issue to the Lender certain non-transferrable warrants (the "Warrants") to purchase Common Shares on or about the closing of each Tranche, subject to the approval of the TSXV, each to be exercisable until the applicable Maturity Date. The details of the Warrants are as follows:

• Tranches 1 - 3: 3,333,333 Warrants will be issued under each of Tranche 1, Tranche 2 and Tranche 3, subject to the final approval of the TSXV. Each Warrant is exercisable into one Common Share at a price of $0.15 until three years from the effective date of the Transaction.

• Additional Tranches:

  • The number of Warrants issuable on or about each Issuance Dates for Tranche 4 and Tranche 5 shall, subject to the approval of the TSXV, be determined by the Lender and the Company on or about each Issuance Date, which number shall not exceed the dollar amount of the principal amount of Debentures issued on the applicable Issuance Date, divided by the last closing price of the Common Shares prior to the issuance of the news release disclosing each Tranche (the "Market Price").

  • Warrants issued for Tranche 4 and Tranche 5 shall be exercisable at the greater of: (a) $0.15 and (b) the Market Price.

In the event that the principal amount pursuant to any Tranche is repaid in whole or in part within one year of the applicable Issuance Date, the Maturity Date for such number of Warrants that are proportionate to the amount so repaid shall be reduced to the later of: (i) one year from the applicable Issuance Date; and (ii) 30 days from such reduction of repayment of the principal amount. If the exercise of Warrants would cause the Lender to acquire more than 19.99% of the Common Shares, subject exercise cannot occur without the prior approval of (i) the disinterested shareholders of the Company; and (ii) the TSXV.

As additional consideration of the Loan, the Company and the Lender will enter into a board observer agreement dated March 2, 2026 (the "Board Observer Agreement"), which will provide the Lender the right to observe meetings of the Board of Directors of the Company (the "Observer Right"). Subject to certain conditions, the Observer Right shall terminate upon the entire principal amount pursuant to the Transaction being advanced, and all outstanding amounts owed by the Company to the Lender (including accrued but unpaid interest) being repaid.

The Transaction remains subject to the final approval of the TSXV.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Transaction constitutes a "related party transaction" as Mr. Gilling is an insider of the Company by virtue of having beneficial ownership, control or direction over, directly or indirectly, greater than 10% of the Common Shares. The Company is relying on exemptions from the formal valuation and minority approval requirements in subsections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the transaction does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101. The Company did not file a material change report with respect to the Transaction at least 21 days prior to closing, which the Company deems reasonable as the Transaction does not rise to the level of a material change of the Company.

About Alset AI Ventures Inc.

Alset AI is an AI-focused venture investment platform dedicated to sourcing, funding, and developing companies across the artificial intelligence value chain. The company seeks to provide investors with diversified exposure to emerging applications and infrastructure that enable advancements in AI technologies.

For further information about Alset AI Ventures Inc., please contact:

Investor Relations

Adam Ingrao
Chief Executive Officer
T: 236.312.6744
E: ir@alsetai.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note regarding Forward Looking Statements

This press release may contain certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") regarding the Company, including statements relating to the Transaction, including the completion and expected timing of each Tranche, if completed at all, the expected timing, number, and terms for issuance of the Warrants, the final approval of the TSXV with respect to the Transaction, the approval of the TSXV with respect to the issuance of Warrants pursuant to each Tranche, the Company's intended use of proceeds from the Transaction; the Company's intention to enter into the Board Observer Agreement and to grant the Lender the Observer Right thereunder, the strategic direction and business plans of the Company, including its ability to provide investors with diversified exposure to emerging applications and infrastructure that enable advancements in AI technologies. Forward-looking statements normally contain words like "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", and similar terms. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Alset AI's business. Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, the impact of general economic conditions, and unforeseen events and developments. This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Many of these factors are beyond the control of Alset AI. All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this press release are made as at the date hereof, and Alset AI undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. Risks and uncertainties about the Company's business are more fully discussed under the heading "Risks and Uncertainties" in its most recent Management's Discussion and Analysis and other disclosure documents available on SEDAR+ at www.sedarplus.ca.

SOURCE: Alset AI Ventures Inc.