XTM Completes Acquisition of QRails, Inc

Companies Continue Momentum and Progress towards completing integration and Team Collaboration of QRails

XTM Inc. (“XTM” or the “Company”) (QB: XTMIF / CSE:PAID / FSE:7XT), a Miami and Toronto-based Fintech creator of disruptive payment innovations is pleased to announce that it has successfully completed its previously announced acquisition of QRails, Inc. (“QRails”), pursuant to which XTM acquired all of the issued and outstanding shares of QRails from its existing shareholders for an aggregate purchase price of US$3,500,000.00, which was paid through the issuance of 28,343,750 common shares of XTM (the “Transaction Shares”) at a price of US$0.12 (CAD$0.16) per common share (the “Purchase Price”).

QRails is the first vertically integrated provider of fully certified Earned Wage Access (EWA), AnyDay™, white labelled by leading Human Capital Management and Payroll organizations providing EWA to the employees of their Fortune 100 companies.

XTM and QRails began working together upon the signing of their Letter of Intent in May 2023 including the planning and execution of resource, overhead and technology licensing efficiencies.

Terms of the Transaction

The transaction was structured as an agreement and plan of merger by and among the Company, XTM QRails Intermediary Inc. (“Purchaser”), XTM QRails USA Inc., a wholly owned subsidiary of the Company, QRails, Inc. and Nancy Lester (the “Stockholder Representative”) dated June 15, 2023 (the “Transaction”). On the close of the Transaction, QRails and XTM QRails USA Inc. merged with QRails surviving that merger on the terms with the resulting issuer becoming a subsidiary of the Company.

On close of the Transaction, the Company has 200,198,087 common shares issued and outstanding. The Transaction Shares represent approximately 14.16% of the Company’s issued and outstanding shares on closing of the Transaction. No new control person was created as a result of the Transaction and the Transaction is not considered a Fundamental Change or Change of Business as defined by the policies of the Canadian Securities Exchange.

In addition, the Company announces a recruitment and retention-based employee equity plan for QRails, XTM employees and executives instrumental to the success of the transaction of an additional 12,000,000 Restricted Share Units and 20,000,000 options to purchase common shares to its pool.

Directors and Officers

Upon closing, Cary Strange, XTM’s Chief Revenue Officer has been appointed President of QRails.

Cary is an early investor in QRails and its former Chief Revenue Officer. QRails will run as a wholly owned subsidiary of XTM with staff and operational integrations phased in over time as revenue potential achieves momentum. With a deep and experienced background in payments, and first-hand knowledge of QRails’ clients, Cary has been assisting XTM with its evaluation and integration planning to be able to quickly scale QRails and XTM into the US and international markets.

About XTM

XTM is a Miami and Toronto-based fintech innovator founded in the cloud-banking space and further helping businesses inspire their workforce in the hospitality, personal care and services staffing industries. Established as a leader in on-demand pay with 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. For more information, please visit www.xtminc.com.

About QRails

QRails is a cloud-based, API-driven issuer-processor enabling 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.

SAP-certified, QRails also has earned several industry certifications under PCI DSS, and SOC. For more information, please visit www.QRails.com.

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 relating to the integration of QRails and its employees, technology and efficiencies into the business of the Company, the Company gaining operational momentum and commercial efficiencies as a result of the Transaction, and the ability of the QRails to collaborate with the Company and for the Company to continue servicing its current new clients and QRails clients, the Company expanding its services and client base, the Company benefiting from efficiencies from the Transaction, the Company securities based incentive plans attracting and retaining employees and management, and the speed and scale of the Company expanding into different markets. 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 Company’s ability to raise capital; the Company’s ability to integrate QRails and its technology into the business of the Company, the maintenance of existing operations of QRails in its current markets and capacity to scale into new markets, market acceptance and demand of the QRails technology and related products, the success of securities based incentive plans and retaining and attracting employees, 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 future of the market for XTM programs 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. Known risk factors include risks associated with the impact of general business and economic conditions, the ability of the Company to successfully integrate QRails into its existing operations and gaining efficiencies, if any, from collaboration; unexpected changes in market and technological trends and governmental policies and regulations affecting the Company, XTM’s ability to continue onboarding clients, 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, increasing interest rates, 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. We are under no 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 statement.

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