ALSET AI VENTURES INC. — Share Issue/Capital Change 2021

Feb 17, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

Item 1 Name of Parties to the Transaction

ALSET CAPITAL INC. (formerly ProSmart Enterprises Inc.) (the “ Company ”)

Item 2 Description of the Transaction

Effective as of February 16, 2021, the Company has implemented the previously announced name change from “ProSmart Enterprises Inc.” to “ALSET CAPITAL INC.” (the “ Name Change ”) and consolidation (the “ Share Consolidation ”) of its outstanding common shares (the “ Common Shares ”) on the basis of one (1) postconsolidation Common Share for every ten (10) pre-consolidated Common Shares. The Company has received approval of the Name Change and Share Consolidation from the NEX board of the TSX Venture Exchange (“ TSXV ”).

Following the Name Change and Share Consolidation, the Common Shares will trade on the NEX board of the TSXV under the symbol “KSUM.H”. The Common Shares began trading on a post-consolidation basis at market open on February 16, 2021. The new CUSIP number is 02115L101 and the new ISIN number is CA02115L1013. Following the Share Consolidation, the Company has approximately 3,225,098 Common Shares issued and outstanding.

A letter of transmittal will be mailed to all registered shareholders with instructions on how to exchange their existing share certificate(s) for new share certificate(s).

No fractional Common Shares will be issued upon the Share Consolidation. In the event a holder of Common Shares would otherwise be entitled to receive a fractional Common Share in connection with the Share Consolidation, the number of Common Shares to be received by such shareholder will be rounded down to the next whole number if that fractional Common Share is less than one half (1/2) of a Common Share, and will be rounded up to the next whole number of Common Shares if that fractional Common Share is equal to or greater than one half (1/2) of a Common Share.

The exercise or conversion price of, and the number of Common Shares issuable under, any convertible securities of the Company will be proportionately adjusted upon the completion of the Share Consolidation.

Item 3 Effective Date of the Transaction

February 16, 2021

Item 4 Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

		Not applicable.
Item	5	Date of the Reporting Issuer’s First Financial Year-End after the Transaction,
		if applicable.
		Not applicable.
Item	6	The Periods, including comparative periods, if any, of the Interim and Annual
		Financial Statements Required to be Filed for the Reporting Issuer’s First
		Financial Year after the Transaction, if applicable.
		Not applicable.
Item	7	Documents filed under NI 51-102 that describe the Transaction
		On February 16, 2021, the Company filed a material change report on SEDAR.
		On February 16, 2021, the Company filed the Certificate of Change of Name on
		SEDAR.
		On February 12, 2021, the Company disseminated and filed on SEDAR a news
		release announcing the effective date of the share consolidation and name change.

On December 22, 2020, the Company disseminated and filed on SEDAR a news release announcing the share consolidation and name change.