Ms. Marilyn Schaffer reports

XTM SIGNS LETTER OF INTENT WITH AGORACOM RWA DBX FOR PREFERRED SHARE TOKENIZATION OF U.S. SUBSIDIARY

XTM Inc. has signed a binding letter of intent with Agoracom RWA DBX, a Dubai-based consulting agency, to support the acquisition of preferred shares of its wholly owned U.S. subsidiary, XTM USA, by an arm's-length organization for tokenization. XTM USA holds the intellectual property for its earned wage access solution and key operating contracts, representing a 2026 market of 150,000-plus daily wage earners.

Under the terms of the LOI, Agoracom will act as XTM's exclusive consulting agent for a period of six months, during which it will co-ordinate the structure, jurisdictional compliance and execution of the tokenization process alongside select independent partners. The goal of the initiative is to unlock non-dilutive capital by leveraging digital asset markets and real-world asset tokenization infrastructure.

The proposed tokenization initiative relates strictly to preferred shares in a private subsidiary of XTM and does not represent or imply the creation of any blockchain token in association with or tied to XTM's common equity or public listing.

"This agreement reflects our commitment to exploring innovative, non-dilutive funding solutions that align with XTM's long-term growth strategy," said Marilyn Schaffer, chief executive officer of XTM. "We believe this opportunity for our U.S. subsidiary could open new capital channels without impacting our cap table while maintaining full operational control and upside."

"XTM is one of the first publicly listed small-cap companies in North America to pursue a real-world asset tokenization strategy of this kind with us," said George Tsiolis, founder of Agoracom. "This initiative not only supports XTM's growth objectives but also signals what's possible for the broader small-cap market when traditional financing models are reimagined."

The LOI includes terms for exclusivity, preliminary compensation structure and the intention to execute a definitive consulting agency agreement within 90 days. Agoracom will lead the co-ordination of legal, technical and financial partners in support of the tokenization effort. Additional announcements will be made as milestones are achieved, including updates related to structure, jurisdiction and listing partners.

About XTM Inc.

XTM is a fintech business providing real-time payment and earned wage access solutions. XTM's platform enables instant access to earnings for workers and contractors through digital wallets and prepaid cards, serving restaurants, hospitality, and gig economy sectors across North America.

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