The Company is pleased to announce that its portfolio company, Cedarcross International Technologies Inc. ("Cedarcross"), has entered into an agreement with an arm's length counterparty, Big Energy Investments Inc., DBA Ceti AI ("Ceti AI"), dated August 15, 2024, to sell thirteen (13) Nvidia H100 HGX 8GPU servers (the "Devices")for an aggregate purchase price of USD$4,254,500 (approximately CAD$5,828,665)(the "Purchase Agreement").
Eight (8) of the thirteen (13) Devices being sold are derived from Cedarcross' existing inventory of 10 Devices. The purchase price allocated to the sale of these existing Devices is USD$2,579,500 (approximately CAD$3,533,915) plus applicable taxes. Payments for these Devices will be made in various installments between August 15, 2024 and November 15, 2024. Pursuant to the terms of the Purchase Agreement, Ceti AI will acquire five (5) additional Devices, all of which will be sourced from the original equipment manufacturer and subsequently sold to Ceti AI (the "Sourced Servers"). Further to the Company's news release dated June 13, 2024, the Sourced Servers constitute partial exercise of Ceti AI's option to acquire up to 200 Nvidia H100 HGX 8GPU servers. The purchase price allocated to the same of the Sourced Servers is USD$1,675,000 (approximately CAD$2,294,750).
On August 17, 2024, Cedarcross and Ceti AI entered into an addendum agreement (the "Addendum Agreement") pursuant to which Ceti AI shall have the option to substitute five (5) of the currently contemplated Nvidia H100 model HPC devices with five (5) Nvidia H200 model HPC devices, provided that Nvidia H200 model HPC devices are readily available to Cedarcross in the quantity required by Ceti AI on or prior to the date of the Fifth Payment (as defined in the Purchase Agreement). Pursuant to the terms of the Addendum Agreement, the purchase price for the Nvidia H200 model HPC devices thereunder, shall be mutually agreed upon by the Cedarcross and Ceti AI, subject to a minimum price equal to the total payment for the five (5) Sourced Servers, as stipulated in the Purchase Agreement.
Amended AI Compute Leasing Agreement
The Company also announces that further to its news release on April 25, 2024, Cedarcross has entered into an amending agreement to the high-performance computer ("HPC") leasing agreement dated November 28, 2023, with the arm's length counterparty, Infocube HK Company ("Infocube"), dated August 23, 2024 (the "HPC Amending Agreement"). Pursuant to the terms of the HPC Amending Agreement, Cedarcross agreed to lease to Infocube, two (2) HPCs in exchange for an aggregate leasing fee of USD$25,344 (approximately CAD$34,721), plus applicable taxes, per month (the "Lease"). The Lease will commence on September 1, 2024 and continue for a period ending on August 31, 2026. Additionally, Infocube shall pay to Cedarcross a one-time disruption fee of USD$257,942.94 (approximately CAD$353,381) plus applicable taxes, on or before December 31, 2024, as stipulated in the terms of the HPC Amending Agreement. All revenue recognized in connection herewith will be relative to the requirements of the Company's accounting policies and the International Financial Reporting Standards.
Amended Secured Loan Agreement and Repayment and Release Agreement
Further to the Company's news release dated April 2, 2024, the Company has entered into an amending agreement dated August 15, 2024, (the "Amending Agreement") to the loan agreement dated April 2, 2024 (the "Loan Agreement"), by and between the Company and Cedarcross. Pursuant to the terms of the Amending Agreement, the Loan Agreement will be amended as follows: (i) interest on the loan advanced under the Loan Agreement (the "Loan") will be decreased from fifteen percent (15%) to seven and a half percent (7.5%) per annum, commencing on September 1, 2024; (ii) interest on the outstanding principal amount of the Loan shall be paid by Cedarcross to Alset AI on the maturity date stipulated in the Loan Agreement.
In connection with the Purchase Agreement described above, the Company also announces that it has entered into a repayment and release agreement dated August 15, 2024, between the Company and Cedarcross (the "Repayment and Release Agreement") in relation to the Loan Agreement. Pursuant to the terms of the Repayment and Release Agreement, the Company and Cedarcross: (i) acknowledged that on August 2, 2024, the Company received a cash prepayment in the amount of CAD$203,516.55 towards the principal amount of the Loan; (ii) acknowledged that on August 19, 2024, the Company received a cash prepayment in the amount of CAD$1,296,470 (USD$949,725) towards the principal amount of the Loan; (iii) agreed that Cedarcross shall cause all funds payable by Ceti AI pursuant to the Purchase Agreement to be redirected to Alset AI as repayment against the Loan and all accrued and unpaid interests (the "Indebtedness") until the Indebtedness is paid in full; and (iv) immediately upon receipt by Alset AI of all outstanding Indebtedness, Alset AI will make necessary arrangements to discharge the Personal Property Security Act(British Columbia) registrations and any other registrations, liens or security interests made in connection with the Loan Agreement and the corresponding general security agreement.
Alset AI Management Changes
The Company also announces the resignation of Anu Thomas as Chief Financial Officer of the Company, effective August 23, 2024. The Company extends its appreciation to Ms. Thomas for her contributions and service.
The Company remains engaged with its accounting firm, Red Fern Consulting Ltd., through the end of the third quarter, leveraging their accounting and bookkeeping expertise to ensure compliance with financial reporting timelines. Additionally, the Company anticipates appointing a new Chief Financial Officer in September, 2024.
Alset AI Audit Committee Changes
The Company is also pleased to announce that it has changed the composition of its audit committee (the "Audit Committee"). Messrs. Morgan Good and Vikas Ranjan have resigned from the Audit Committee and the Company has appointed Messrs. Zelong (Roger) He, CFA, and Jeremy Hanson to fill the vacancies thereon. Mr. Zelong (Roger) He, CFA, will serve as the Chair of the Audit Committee.
All amounts in Canadian Dollars unless otherwise specified. These figures are converted from US dollars at an exchange rate of 1.37 (USD to CAD).
On behalf of Alset AI Ventures Inc.
"Morgan Good"
Morgan Good
Chief Executive Officer
About Alset AI Ventures Inc.
Alset AI Ventures Inc. is an investment issuer that is focused on investments in the technology industry, including but not limited to artificial intelligence.. The Company is led by an experienced, entrepreneurial group of executives having a diverse industry and capital markets background.
Alset AI Ventures Inc.'s investment portfolio is currently comprised of 49% ownership of Cedarcross International Technologies Inc. and 49% ownership of Vertex AI Ventures Inc.
About Cedarcross International Technologies Inc.
Cedarcross Technologies is an Artificial Intelligence cloud computing provider, with a vision of becoming one of Canada's leading AI compute providers. Cedarcross is dedicated to democratizing access to cutting-edge AI computing, offering access to AI servers powered by Nvidia's H100 HGX GPUs.
For further information about Alset AI Ventures Inc., please contact:
Morgan Good, CEO and Director
T: 604.715.4751
E: morgan@alsetai.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 consummation of the transactions contemplated by the Purchase Agreement, including but not limited to the sale of the Devices, the payments made therefor and the acquisition of the Sourced Servers, the consummation of the transactions contemplated by the Addendum Agreement, the consummation of the transactions contemplated by the HPC Amending Agreement, including, but not limited to, the payment of the one-time disruption fee, the consummation of the transactions contemplated in each of the Amending Agreement and the Repayment and Release Agreement, the repayment of the Indebtedness and the corresponding discharge of the Personal Property Security Act (British Columbia) registrations and the appointment of a new Chief Financial Officer in September 2024. 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.
SOURCE: Alset Capital Inc.
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