XTAO investor makes $7.3-million (U.S.) investment

Executive Summary

• XTAO Inc. announced a strategic private placement investment of approximately $7.3 million USD from Off the Chain Capital.
• The transaction involves the issuance of 9,479,090 prefinanced warrants at $0.77 USD per warrant, resulting in aggregate gross proceeds of $7,298,900.
• The financing is intended to expand XTAO's TAO treasury and validator operations, strengthening its position as a leading publicly traded holder of TAO and a top-performing validator on the Bittensor network.

Key Details

• Transaction Structure: Non-brokered private placement of prefinanced warrants.
• Investor: Off the Chain Capital (institutional investor focused on long-term digital asset exposure).
• Quantity: 9,479,090 prefinanced warrants.
• Price: $0.77 U.S. cents per prefinanced warrant.
• Gross Proceeds: $7,298,900 (U.S.).
• Conversion Terms: Each prefinanced warrant converts automatically into one common share for no additional consideration on a rolling and indefinite basis.
• Ownership Cap: No warrant shares will be issued if issuance would result in the holder beneficially owning more than 9.99% of the company's issued and outstanding common shares.
• Post-Offering Impact: XTAO's total TAO holdings are expected to increase by approximately 41.5%, resulting in an approximate 6.2% increase in TAO per share.
• Use of Proceeds: Expansion of TAO treasury and expansion of validator operations to strengthen position within the Bittensor ecosystem.
• Closing Date: Expected on or about the week of Nov. 10, 2025.
• Regulatory Conditions: Subject to customary closing conditions, including receipt of conditional approval from the TSX Venture Exchange.
• Hold Period: All securities subject to a statutory hold period of four months and one day from the date of issuance.
• Fees: No finders' fees or commissions are payable.

Notable Quotes

• "We believe Bittensor represents one of the most important open-source networks of our time," said Brian Estes, chief investment officer of Off the Chain Capital. "XTAO is building the institutional bridge into decentralized AI, and we see this as a long-term position in both the company and the future of Bittensor."
• "We're proud to deepen our partnership with Off the Chain, who have supported XTAO since our early stages," said Karia Samaroo, chief executive officer of XTAO. "This financing is immediately accretive to shareholders on a TAO-per-share basis and further solidifies XTAO's position as the largest publicly traded holder of TAO. It reflects our shared long-term conviction in the Bittensor ecosystem and decentralized intelligence."