XTM Announces Proposed Offering of Securities

XTM Inc. (“XTM” or the “Company”) (CSE:PAID; QB: XTMIF; FSE:7XT), announces that it has commenced a non-brokered private placement offering for aggregate gross proceeds of up to US$5,000,000 (the “Offering”) of units of the Company (each a “Unit”). Each Unit will consist of (i) one secured convertible debenture in the principal amount of US$1,000 at a rate of 12% per annum from the date of issuance and shall be convertible at the option of the respective holders thereof into common shares in the capital of the Company (the “Common Shares”) at a price of US$0.11 per Common Share at any time for a period of 24 months from the initial closing date (the “Initial Closing Date”), and (ii) 1,000 warrants (“Warrants”) to purchase Common Shares upon payment of US$0.11 to the Company for a period of 24 months from the Initial Closing Date.

The Company intends to use the net proceeds of the Offering for capital expenditures and general corporate and working capital purposes. The proposed Offering is expected to close on or about December 19, 2023, or such later date as the Company may determine (the “Closing”). The Closing is subject to certain conditions including, but not limited to, the satisfaction of customary closing conditions and the receipt of regulatory approvals, including the approval of the Canadian Securities Exchange (the “CSE”). There can be no assurance as to whether or when the proposed Offering may be completed, or as to the actual size or specific terms of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

The 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.

About XTM

XTM is a Miami and Toronto, Denver and London-based Fintech creator of payment innovations including fully certified and vertically integrated 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.