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ALSET AI VENTURES INC. Capital/Financing Update 2021

Feb 4, 2021

46430_rns_2021-02-03_60dc9e6e-d236-40f5-8ce7-b460399a4ece.pdf

Capital/Financing Update

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NEX:PROS.H – Press Release For Immediate Release

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PROSMART SUPPLEMENTS DISCLOSURE RELATED TO SALE AGREEMENT

February 3, 2021 – Vancouver, Canada – ProSmart Enterprises Inc. (NEX:PROS.H) (“ ProSmart ” or the “ Company ”) issues this press release to supplement certain disclosure relating to the share purchase agreement (the “ Sale Agreement ”) with 1255589 B.C. Ltd. (the “ Purchaser ”) disclosed in a news release by the Company dated October 29, 2020.

The Sale Agreement contemplates the Company transferring all of the shares in the Company’s subsidiaries, ProSmart Sports Development Inc., Rosterbot Inc., and DL Hockey Consulting Limited, to the Purchaser, in consideration for the Purchaser assuming $640,000 of the Company’s secured debt liability (the “ Secured Debt ”). The Secured Debt is part of a convertible debenture, however the conversion feature associated with the Secured Debt that provides the holders of the Secured Debt to convert the Secured Debt into common shares of the Company will be terminated upon transferring to the Purchaser.

Further, as contemplated by the Sale Agreement, the Company intends to convert $60,000 of the Company’s secured debt liability into common shares of the Company (the “ Debt Shares ”) and transfer the Debt Shares to the Purchaser. The conversion and transfer of the Debt Shares will not occur upon closing of the Sale Agreement, but at a subsequent date pursuant to shares for debt agreement which will remain subject to the approval of the NEX Board of the TSX Venture Exchange.

On behalf of ProSmart Enterprises Inc.

Zelong He, CEO

For further information, please contact: t: 1-844-927-6278

e: [email protected]

"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.”

Forward-looking Statements: Certain statements in this press release are "forward-looking statements" which reflect the Company's current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. In some cases, these forward-looking statements can be identified by words or phrases such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "estimates", "predicts" or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including without limitation, those risks and uncertainties discussed elsewhere in the Company's filings on SEDAR. Investors should not place undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date hereof and is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.