Ms. Marilyn Schaffer reports

XTM PROVIDES CORPORATE UPDATE AND ANNOUNCES CEASE TRADE ORDER

On July 3, 2024, the Ontario Securities Commission as the principal regulator of XTM Inc. issued a failure-to-file cease trade order to the corporation under National Policy 11-207 (Failure-To-File Cease Trade Orders and Revocations In Multiple Jurisdictions) as a result of the corporation's failure to file the following:

• Audited annual financial statements for the year ended Dec. 31, 2023, management's discussion and analysis relating to the audited annual financial statements, and related officer certifications for the year ended Dec. 31, 2023;
• Interim financial statements for the period ended March 31, 2024, management's discussion and analysis relating to the interim financial statements, and related officer certifications for the period ended March 31, 2024.

As disclosed in the corporation's press release dated May 1, 2024, the OSC had previously granted a management cease trade order, pursuant to which all trading of the corporation's securities by the corporation's chief executive officer and chief financial officer was prohibited until the corporation's annual documents were filed as required pursuant to National Instrument 51-102 (Continuous Disclosure Obligations). Upon the issuance of the FFCTO, the OSC has concurrently ordered that the MCTO be revoked.

The FFCTO prohibits the trading by any person of any securities of the corporation in each jurisdiction in Canada in which the corporation is a reporting issuer, including trades in the corporation's securities made through the Canadian Securities Exchange, for as long as the FFCTO remains in effect. The FFCTO provides an exception for beneficial securityholders of the corporation who are not currently (and who were not as of July 3, 2024) insiders or control persons of the corporation and who sell securities of the corporation acquired before July 3, 2024, if both of the following criteria are met: (i) the sale is made through a foreign organized regulated market, as defined in Section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization; and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

The corporation is not currently subject to any insolvency proceedings.

The corporation is working with its auditor and the regulators to ensure full compliance and disclosure requirements are met. The corporation intends to file the annual documents as soon as possible and will provide updates as further information relating to the annual documents becomes available and as required.

Corporate update

The corporation's business continues to grow with a management focus on achieving a cash-flow-neutral state and reducing reliance on outside financing as its goal. The corporation looks forward to providing quantifiable updates on the growth of its earned wage access business and growth of its Canadian digital earnings business.

About XTM Inc.

XTM with offices in Miami, Toronto, Denver and London is a fintech creator of payment innovations, including fully certified earned wage access through its AnyDay product. Founded in the cloud banking space to further support businesses to inspire their work force in the hospitality, personal care and service staffing industries, XTM provides on-demand pay for many large brands, including Earls, Maple Leaf Sports & Entertainment, Cactus Club, Marriott Hotels, and Live Nation. QRails Inc. 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 its full technology stack that powers its earned wage access solution. Founded in 2016, QRails, together with its United Kingdom subsidiary, QRails Ltd., is SAP certified. QRails also has earned several industry certifications under PCI DSS and SOC.

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