MIAMI & TORONTO–(BUSINESS WIRE)–XTM Inc. (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., 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.
