XTM Resumes Trading and Provides Update on QRails Transaction

XTM Inc. (“XTM” or the “Company”) (QB: XTMIF / CSE:PAID / FSE:7XT), a Miami and Toronto-based Fintech creator of disruptive payment innovations including fully certified Earned Wage Access through its QRails AnyDay™ product, is pleased to announce that the Ontario Securities Commission (the “OSC”), the Company’s principal regulator, has revoked the cease trade order (the “CTO”) and trading in the common shares of the Company through the facilities of the Canadian Securities Exchange (the “CSE”) resumes trading on August 10, 2023. (https://thecse.com/en/about/publications/bulletins/2023-0811-reinstatement-xtm-inc-paid )

The CTO against the Company, effective July 18, 2023, was a result of the Company’s failure to file the following (collectively, the “Required Filings”):

• audited annual financial statements for the year ended December 31, 2022, management’s discussion & analysis relating to the audited annual financial statements and related officer certifications for the year ended December 31, 2022 (the “Annual Documents”);
• interim financial statements for the period ended March 31, 2023, management’s discussion & analysis relating to the interim financial statements and related officer certifications for the year for the period ended March 31, 2023 (the “Interim Documents”);

The Annual Documents and Interim Documents were filed on August 3, 2023, and copies are available under the Company’s SEDAR profile at www.sedarplus.ca.

The company is pleased to provide an update on the imminent close of the QRails transaction announced on June 15, 2023. The Transaction, structured as an agreement and plan of merger by and between the Company, XTM USA Inc., QRails and XTM QRails USA Inc. (“SubCo”), a wholly owned subsidiary of the Company. With the resumption of trading and the filing of the financials the Company and Qrails have now met all closing conditions and will close the transaction on or before August 18, 2023.

Certain officers and directors of the Company will be acquiring a minimum of 1,000,000 shares of XTM to be filed on SEDI in the coming days.

About XTM

XTM is a Miami and Toronto-based Fintech creator of disruptive payment innovations including fully certified Earned Wage Access through its QRails AnyDay™ product. Founded in the cloud-banking space to further support businesses to inspire their workforce in the hospitality, personal care and services staffing industries, XTM provides on-demand pay for many large brands including Earls, Maple Leaf Sports & Entertainment, Cactus Club, Marriott Hotels and Live Nation. XTM continues to innovate with further digital featurization to support businesses to inspire workers to want to work more with shift scheduling and call-outs, staff management, expense management, in-app health and financial wellness; and gamified loyalty programs. XTM's Today Financial™ is in use through POS and Payroll integrations and directly through web-portals by thousands of businesses and their workers across Canada and the United States.

About QRails / AnyDay

QRails Inc. (“QRails”) is a fully owned subsidiary of XTM. A cloud-based, API-driven issuer-processor QRails enables payroll providers, financial institutions and other global fintech companies to keep up with the on-demand economy by delivering innovative digital payment solutions to their employees. QRails helps companies modernize and leverage payroll as a differentiator in attracting and retaining talent all at low to no cost for the employee and employer. QRails’ flagship solution, AnyDay™, is the first provider to own their full tech stack that powers their Earned Wage Access solution.

Disclaimer for Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (the “forward-looking statements”), within the meaning of applicable Canadian securities legislation, including statements regarding the resumption of trading of the Company’s common shares on the CSE and any corresponding press releases. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect,” “plan,” “anticipate,” “project,” “target,” “potential,” “schedule,” “forecast,” “budget,” “estimate,” “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will,” “would,” “may,” “could,” “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. These forward-looking statements are made as of the date of this news release. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur.

While we have based these forward-looking statements on our expectations about future events as at the date that such statements were prepared, the statements are not a guarantee that such future events will occur and are subject to risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such factors and assumptions include, among others, the trading of the Company’s common shares on CSE will resume within a reasonable period of time after the CTO is revoked, the effects of general economic conditions, changing foreign exchange rates and actions by government and regulatory authorities, the effects of COVID-19, both positive and negative, the ability of the Company to successfully achieve its business objectives and expectations for other economic, business and/or competitive, factors, and misjudgments in the course of preparing forward-looking statements. In addition, there are known and unknown risk factors which could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risk factors may include the failure of the Company to comply with applicable regulatory requirements; delays in resumption of trading; the resignation or removal of an auditor; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates, risks associated with the impact of general business and economic conditions; risks related to global pandemics; influence of macroeconomic developments; business opportunities that become available to, or are pursued by XTM; reduced access to debt and equity capital; litigation; the volatility of the stock market; competition; future sales or issuances of debt or equity securities; use of proceeds; dividend policy and future payment of dividends; liquidity; and the market for XTM’s securities. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake any obligation to update or alter any forward-looking statements except as required under applicable securities laws. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.

The CSE has not approved nor disapproved the contents of this press release, and the CSE does not accept responsibility for the adequacy or accuracy of this release.

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