XTAO Inc. — Capital/Financing Update 2025

Nov 24, 2025

Form 51-102F3
Material Change Report

1. Name and Address of Company

xTao Inc.
Fifth Floor, Zephyr House, 122 Mary St., George Town, P.O. Box 31493,
Grand Cayman Ky1-1206, Cayman Islands
(the "Company")

1. Dates of Material Change(s)

November 13, 2025

1. News Release(s)

A news release was issued on November 13, 2025 and disseminated via Cision Newswire pursuant to section 7.1 of National Instrument 51–102.

1. Summaries of Material Changes

The Company is pleased to announce that the Company 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 pre-funded warrants (the "Pre-Funded Warrants") at a price of US$0.77 per Pre-Funded Warrant (the "Offering Price") for aggregate gross proceeds equivalent to US$7,298,900 (the "Offering").

1. Full Description of Material Changes

News Release dated November 13, 2025 – See Schedule “A”

1. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

1. Omitted Information

No information has been omitted.

1. Executive Officer

Mr. Karia Samaroo, CEO of the Company, is knowledgeable about the material change contained herein and may be reached at (604) 704-4373.

1. Date of Report

This report is dated November 24, 2025.

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SCHEDULE "A"
to the Material Change Report dated November 24, 2025

xTAO Announces Closing of US$7.3M Investment by Off the Chain Capital

Grand Cayman, Cayman Islands, November 13, 2025 – xTAO Inc. (TSX-V: XTAO.U, OTC: XTAIF) (the “Company” or “xTAO”), a publicly traded technology company focused on building infrastructure for Bittensor and its decentralized AI ecosystem, is pleased to announce that, further to its news release dated November 5, 2025, the Company 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 pre-funded warrants (the “Pre-Funded Warrants”) at a price of US$0.77 per Pre-Funded Warrant (the “Offering Price”) for aggregate gross proceeds equivalent to US$7,298,900 (the “Offering”).

Each Pre-Funded Warrant will automatically convert, for no additional consideration, into one common share of the Company (each, a “Warrant Share”) 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% of the Company’s issued and outstanding common shares (the “Beneficial Ownership Limitation”).

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 grow its TAO treasury and expand 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 finder’s fees or commissions are payable in connection with the Offering.

About xTAO

xTAO is a technology company building infrastructure for the Bittensor ecosystem. xTAO is committed to advancing Bittensor and decentralized AI 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.” Learn more at www.xtao.co.

For more information, please contact:

Karia Samaroo, CEO, xTAO Inc.
k@xtao.co
(604) 704-4373

On Behalf of the Board of Directors of xTAO Inc.

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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.

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