XTAO closes $7.29M (U.S.) investment by Off the Chain

Mr. Karia Samaroo reports XTAO ANNOUNCES CLOSING OF US$7.3M INVESTMENT BY OFF THE CHAIN CAPITAL Further to the news release dated Nov. 5, 2025, XTAO Inc. has closed on the strategic investment by a single purchaser on a non-brokered private placement basis consisting of the sale of 9,479,090 prefinanced warrants at a price of 77 U.S. cents per prefinanced warrant for aggregate gross proceeds equivalent to $7,298,900 (U.S.). Each prefinanced warrant will automatically convert, for no additional consideration, into one common share of the company on a rolling and indefinite basis until all warrant shares reserved thereunder have been issued, provided that no warrant shares will be issued if such issuance would result in the holder beneficially owning more than 9.99 per cent of the company's issued and outstanding common shares. The offering was subscribed entirely by Off the Chain LP, an institutional investor focused on long-term digital asset exposure. The company intends to use the proceeds of the offering to expand its TAO treasury and validator operations, further strengthening its position within the Bittensor ecosystem. The offering remains subject to final approval of the TSX Venture Exchange. All securities issued in connection with the offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws. No finders' fees or commissions are payable in connection with the offering. About XTAO Inc. XTAO is a technology company building infrastructure for the Bittensor ecosystem. XTAO is committed to advancing Bittensor and decentralized artificial intelligence through building infrastructure and making strategic investments. XTAO is headquartered in the Cayman Islands and is publicly listed on the TSX Venture Exchange under the ticker XTAO.U. We seek Safe Harbor.