VANCOUVER, BC / ACCESS Newswire / May 1, 2025 / Adrianna Ventures Ltd. (the "Company" or "Adrianna"), is pleased to announce that it has entered into a definitive agreement dated May 1, 2025 (the "Merger Agreement") with xTAO Inc. ("xTAO"), a company whose core business is the operation of a validator on the Bittensor network, pursuant to which the Company and xTAO propose to complete a business combination transaction (the "Transaction"). The Transaction is being effected to facilitate a listing on the TSX Venture Exchange (the "Exchange") by the resulting issuer of such business combination transaction (the "Resulting Issuer"), under the ticker XTAO. In connection with the Transaction, xTAO is expected to complete a non-brokered private placement financing to raise up to US$10,000,000 (as detailed below).
xTAO
xTAO is a private company incorporated under the laws of the Cayman Islands. xTAO's core business is the operation of a validator on the Bittensor network. xTAO was founded by Karia Samaroo, who serves as CEO of xTAO and will serve as Chairman and CEO of the Resulting Issuer. Karia is the founder and former Chairman and CEO of WonderFi (TSX).
"xTAO will be the first publicly-traded company providing exposure to Bittensor, the leading decentralized AI network," said Samaroo. "Bittensor is rapidly emerging as the "Bitcoin of AI", and xTAO will be well-positioned to capitalize on its growth potential through the operation of our validator and our use of TAO as our treasury reserve asset."
What is Bittensor?
Bittensor is a decentralized network that incentivizes the creation of useful products, such as data, computation, and machine learning models. The network is composed of specialized subnetworks ("subnets"), each focusing on the creation of a specific product.
TAO, the native token of Bittensor, is used to incentivize the three types of network participants: (1) miners, who create the products; (2) validators, who evaluate the quality of the products; and (3) subnet owners, who define the desired products and reward system.
Transaction Overview
The Transaction will be completed by way of a merger of Adrianna and xTAO pursuant to which, inter alia, (i) all Adrianna shareholders who would hold twenty-five or fewer Resulting Issuer Shares (as defined below) immediately subsequent to the Transaction will have their shares redeemed by the Resulting Issuer at an equivalent price of US$1 per Resulting Issuer Share; (ii) all remaining common shares of outstanding as of closing of the Transaction will be exchanged for an aggregate of 540,000 Resulting Issuer Shares, (iii) all currently outstanding incentive stock options to acquire Adrianna Shares will be cancelled without consideration, (iv) each Subscription Receipt (as defined below) will be exchanged for xTAO Shares (as defined below), (v) xTAO Shares (including xTAO Shares issued upon conversion of the Subscription Receipts), will be exchanged for Resulting Issuer Shares on a one for five basis, (vi) the Resulting Issuer's name will be xTAO Inc. and (vii) the board of directors and management team will be re-constituted with designees of XTAO.
A copy of the Merger Agreement will be filed and will be accessible under Adrianna's profile on SEDAR+ (www.sedarplus.ca). As the Transaction requires approval of a special majority of Adrianna's shareholders, Adrianna intends to schedule an extraordinary general meeting of its shareholders to approve the Transaction. Shareholders of Adrianna holding approximately 86.5% of Adrianna's outstanding shares have entered into support agreements in support of the Transaction.
Lockups
Upon closing of the Transaction, the 540,000 Resulting Issuer Shares to be received by the current shareholders of Adrianna will be subject to a three year lock-up, with 10% of such being releasable on the three year anniversary date of listing on the Exchange, and an additional 10% releasable every three (3) months thereafter (the "Lockup"). Such Resulting Issuer Shares will also subject to volume restrictions which limit the amount of shares that can be sold during certain time intervals, as well as a right of first refusal in favour of third parties.
Upon closing of the Transaction, all current shareholders of xTAO will also be subject to the Lockup, and will also be subject to volume restrictions which limit the amount of shares that can be sold during certain time intervals, as well as a right of first refusal in favour of third parties.
Financing
In connection with the Transaction, xTAO intends to complete a non-brokered private placement financing (the "Financing") of subscription receipts of xTAO (the "Subscription Receipts"), to raise up to US$10,000,000, through the issuance of up to 2,000,000 Subscription Receipts at a price of US$5 per Subscription Receipt. To date, the Financing includes investments from crypto venture capital firms including Arca, Cadenza Capital, Contango Digital Assets, Digital Currency Group, EV3 Ventures, Nickel5 Investments, Off the Chain Capital, and the Venture Department.
The proceeds of the Financing will be held in escrow, pending Adrianna and xTAO receiving all applicable regulatory approvals, and completing all matters and conditions relating to the Transaction. Immediately prior to the completion of the Transaction, on satisfaction of the escrow conditions, each Subscription Receipt will automatically be exchanged for, without payment of any further consideration and with no further action on the part of the holder thereof, one (1) share of xTAO (each, an "xTAO Share"), and immediately thereafter, each xTAO Share issuable upon conversion of the Subscription Receipts will be exchanged for five (5) common shares of the Resulting Issuer (each, a "Resulting Issuer Share"). Once released from escrow, the Resulting Issuer will use the proceeds of the Financing for business operations and technology, and for general corporate purposes.
About xTAO
xTAO is a technology company providing infrastructure for the Bittensor ecosystem through the operation of a validator. xTAO holds TAO, the native token of Bittensor, as its treasury reserve asset. xTAO is headquartered in the Cayman Islands and will be publicly traded on the TSXV under the ticker "XTAO". To learn more, please visit www.xtao.co.
For more information please contact:
Karia Samaroo, CEO, xTAO Inc.
k@xtao.co
604-704-4373
Scott Ackerman, CEO, Adrianna Ventures Ltd.
sackerman@emprisecapital.com
778-331-8505
On Behalf of the Board of Directors of Adrianna Ventures Ltd.
Scott Ackerman
Director
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.
xTAO Inc. is not affiliated with, owned by, or under common control with the Bittensor protocol or the OpenTensor Foundation (collectively, the "Foundation"), and the Foundation has not entered into any association, partnership, joint venture, employee, or agency relationship with xTAO. None of the Foundation or its council members, officers, agents or make any representations or warranties, recommendations, endorsements or promises with respect to the accuracy of any statements made, information provided, or action taken by xTAO and expressly disclaim any and all liability arising from or related to any such statements, information or action.
SOURCE: Adrianna Ventures
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/blockchain-and-cryptocurrency/adrianna-ventures-announces-definitive-agreement-with-xtao-inc.-and-1-1022419
