XTM Announces Receipt of MCTO

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from Business Wire

Published on May 1, 2024 • 4 minutes reading time

TORONTO – XTM Inc. (“XTM” or the “Company”) (QB: XTMIF / CSE: PAID / FSE: 7XT) announced today that following its filing with the Ontario Securities Commission (the “OSC“) for the imposition of a Management Cease Trade Order (“MCTO”) due to the delay in filing the audited financial statements, management discussion and analysis, annual information form and related certifications for the year ended December 31. In 2023 (collectively, the “Annual Filings”), the OSC granted the MCTO. The MCTO restricts trading in the Company’s securities by the Company’s management until the Issuer Statements have been filed by the Company and the MCTO is no longer in effect.

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The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities of the Company.

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In connection with the Company’s expectation that it may not be able to file issuer returns on a timely basis, the Company filed for an MCTO pursuant to National Policy 12-203 – Management places trading orders (“NP 12-203“), as disclosed in the Company’s press release dated April 22, 2024.

As previously announced, the Company applied for the MCTO due to a delay related to audit procedures and quality checks supporting reliance on the third-party service organizations XTM and has now determined that it is unable to file issuer returns on a timely basis.

On April 30, 2024, the OSC, as the Company’s principal regulator, granted the Company’s application for the MCTO.

The Company’s finance and accounting teams are working diligently with its auditors and the Company expects to complete the review of the issuer statements no later than May 31, 2024. The Company will issue a press release once the issuer returns have been filed. Until the Company files the issuer returns, it will comply with the alternative information policies set forth in NP 12-203 by issuing standard status reports in the form of press releases every two weeks while the issuer returns have not been filed.

About XTM

XTM, with offices in Miami, Toronto, Denver and London, is a fintech developer of payments innovations, including fully certified earned wage access through its AnyDay™ product. XTM was founded in the cloud banking space to continue helping companies inspire their employees in the hospitality, personal care and staffing industries. XTM provides on-demand compensation for many major brands including Earls, Maple Leaf Sports & Entertainment, Cactus Club and Marriott Hotels and Live Nation. QRails is a wholly owned subsidiary of XTM. As a cloud-based, API-driven issuer processor, QRails enables payroll service providers, financial institutions and other global fintech companies to keep pace with the on-demand economy by offering their employees innovative digital payment solutions. QRails helps companies modernize and use payroll as a differentiator in attracting and retaining talent – all at little or no cost to employees and employers. QRails’ flagship solution, AnyDay™, is the first provider to have a full tech stack supporting its Earned Wage Access solution. QRails, Inc. was founded in 2016 and, together with its UK subsidiary QRails Limited, is SAP certified. QRails has also received multiple industry certifications under PCI DSS and SOC. For more information, visit www.QRails.com.

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The CSE has neither approved nor disapproved the contents of this press release and the CSE assumes no responsibility for the adequacy or accuracy of this press release.

Disclaimer for Forward-Looking Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “likely” and “intend.” and statements that an event or result “may,” “will,” “should,” “could,” or “could” occur or be achieved and other similar expressions. Forward-looking information in this press release includes, but is not limited to, statements regarding the filing date of issuer statements and compliance with the provisions of NP 12-203.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed in these forward-looking statements or implied different-looking statements. Factors that could cause actual results to differ materially from those contained in forward-looking information include, but are not limited to, third parties such as the Company’s auditors and the Company’s principal regulator, the OSC, with respect to the issuer’s statements and/or ability of the Company to respond appropriately to the needs of the Company’s auditor in conducting the audit and to adequately complete all work required by the Company to file the issuer returns.

The forward-looking information contained herein is made as of the date of this press release and is based on management’s beliefs, estimates, expectations and opinions as of the date of this forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise, or to explain any material differences between subsequent actual events and such forward-looking information because, required by applicable law.