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

Mr. Karia Samaroo reports XTAO ANNOUNCES US$7.3M INVESTMENT BY OFF THE CHAIN CAPITAL A strategic investment has been made by a single purchaser on a non-brokered private placement basis consisting of the sale of 9,479,090 prefinanced warrants of XTAO Inc. at a price of 77 U.S. cents per prefinanced warrant for aggregate gross proceeds equivalent to $7,298,900 (U.S.). Following completion of the offering, XTAO's total TAO holdings are expected to increase by approximately 41.5 per cent, resulting in an increase of approximately 6.2 per cent in TAO per share. This financing further strengthens XTAO's position as one of the largest publicly traded holders of TAO and enhances its validator footprint within the Bittensor network. The company's primary validator is currently ranked among the top-three performing validators by yield, according to independent tracking data. 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 Capital, an institutional investor focused on long-term digital asset exposure, and is expected to close on or about the week of Nov. 10, 2025. "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." The company intends to use the proceeds of the offering to expand its TAO treasury and expand validator operations, further strengthening its position within the Bittensor ecosystem. "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." Completion of the offering is subject to customary closing conditions, including receipt of conditional approval from the TSX Venture Exchange. All securities issued in connection with the offering will be 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.