XTM Inc. (“XTM” or the “Company”) (CSE: PAID / FSE: 7XT), a fintech company specializing in innovative payment solutions including Earned Wage Access (EWA) through its AnyDay™ platform, announced the execution on December 11, 2024 of an arms-length, non-binding Letter of Intent with Pateno Payments Inc. (“Pateno”) for the acquisition by Pateno of 51% of the equity of the XTM business in consideration for Pateno capitalizing the XTM business with a $10 million cash injection (the “Proposed Transaction”).

Pateno Payments (“Pateno”) www.pateno.com is a payments products and services business.

“We are pleased to work with XTM on the expansion and execution of their business plan in Canada and the US, and look forward to creating long term shareholder value,” said Jeff Smith, Chairman of the Board, Pateno.

On closing of the Proposed Transaction, XTM and Pateno will be one of few, fully integrated issuer/processors offering Daily Tip Disbursement and Earned Wage Access in the United States, Canada and the UK.

“XTM is thrilled to announce this union with Pateno, a synergistic partner creating new opportunities, empowering the consolidation of costs and positioning the company to increase revenue and accelerate profitability,” said Marilyn Schaffer, CEO, XTM. “With a solid balance sheet, strong Board additions and a disciplined finance strategy, XTM is positioned to meet the demands of its growth trajectory.”

Pursuant to the Term Sheet, it is proposed following the completion of the Proposed Transaction, XTM Shareholders are expected to hold approximately 49% equity interest in XTM and Pateno would hold approximately 51%. Pateno will include its fintech assets, clients, will be debt free and have a minimum of $10M CAD in cash on the date of closing. Following the closing of the transaction, it is expected that the shares of the successor issuer will continue to trade on the Canadian Securities Exchange (the “CSE”) or another stock exchange in Canada or the United States mutually acceptable to XTM and Pateno. The Company expects to announce additional details regarding the Proposed Transaction upon execution of a definitive agreement, which is expected to occur in the coming weeks. The completion of the Proposed Transaction is subject to, among other matters, the completion of due diligence, the final negotiation of a definitive agreement, satisfaction of the conditions negotiated therein, and approval of the Proposed Transaction by the shareholders, as and when applicable. There can be no assurance that a definitive agreement will be entered into or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all.

About XTM Inc.

XTM is a leading fintech company that provides innovative payment solutions, including Earned Wage Access (EWA), to businesses in the hospitality, personal care, and staffing industries. Its flagship product, AnyDay™, allows employees to access their earned wages on-demand. XTM’s fully owned subsidiary, QRails, offers a cloud-based payment platform that powers on-demand pay for workers and payroll providers globally.

For more information about XTM, visit xtminc.com

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 issuance of the FFCTO, the contents of these orders, the Company’s ability to file the Required Documents, the completion of the required steps in respect of the audit of the Required Documents related to the annual financial period ending December 31, 2023, the subsequent revocation of the Cease Trade Order, the appointment of a new CFO and directors of the Company, and management’s plans regarding its businesses. It is possible that the Required Documents may not be filed, or that even if the Required Documents are filed that the Cease Trade Order may never be revoked by the OSC or other regulators. 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. 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.

For more information please contact: Jakob Ripshtein finance@xtminc.com 416.260.1641

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