XTM, Inc. (“XTM” or the “Company”) (QB: XTMIF / CSE:PAID / FSE:7XT), a Miami and Toronto, Denver and London-based Fintech creator of payment innovations including fully certified Earned Wage Access (EWA) through its QRails AnyDay™ product today announced that further to its news releases of December 13, 2023 and December 18, 2023 of a non-brokered private placement offering for aggregate gross proceeds of up to $5-million (U.S.) of units of convertible debentures, the Company has received USD$1,150,000 from a strategic investor and additional Subscription Agreements from its existing shareholders and others with an expected close by January 31, 2024. The Company also announced that it has signed a $3,000,000.00 USD licensing agreement for Earned Wage Access (“EWA”) from a US entity (“the Customer”) to provide processing for a U.S. Banking as a Service provider.

On closing, proceeds of the Debenture Financing combined with the Licensing Agreement the Company will meet the covenants required to access the EWA lending facility.

With operational funding in place, the company will continue to aggressively compete to be among the top three EWA providers globally with comparative valuations in the hundreds of millions to billions. The operational funding also opens the way for the Company to fully roll-out its contracted EWA business to employees through its Distributor Agreements.

The Company continues active discussions and engagements within the Human Capital Management (“HCM”) and Payroll space to offer the AnyDay certified EWA product to their customers under a license as a managed-hosted-solution or as a standalone license agreement with no managed services.

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.

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.

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.

Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company. Such statements can generally, but not always, be identified by words such as “expects”, “plans”, “anticipates”, “intends”, “estimates”, “forecasts”, “schedules”, “prepares”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. All statements that describe the Company’s plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company’s management, and so involve inherent risks and uncertainties, as disclosed in the Company’s periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein.

The risk factors and uncertainties that could cause actual results to differ materially from the anticipated results or expectations expressed in this press release, include, without limitation: the ability of XTM to satisfy the conditions to Closing of the Offering, including obtaining approval of the CSE on a timely basis, or at all; that the Offering may not be completed on the terms and timeline indicated, or at all; that the Company’s use of proceeds of the Offering may differ from those indicated; additional financing requirements; adverse market conditions; and other risk factors described from time to time in the Company’s securities filings

The Company disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding the Company’s business contained in the Company’s reports filed with the securities regulatory authorities in Canada. Although the Company has 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 could cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s filings that are available at www.sedarplus.ca.

The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any forward-looking statements, other than as required by law.

For further information, please visit www.xtminc.com.

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