XTM Inc. announced a non-brokered private placement of 5,000 convertible debentures units at an issue price of $1,000 for the gross proceeds of $5,000,000 on April 28, 2023. Each Convertible Debenture Unit will be comprised of $1,000 principal amount of unsecured convertible debenture and 1,000 common share purchase warrants. Each Warrant will entitle the holder thereof to purchase one common share at a price of $0.29 per Common Share for a period of twenty-four months from the date of issuance thereof.

The Convertible Debentures will bear interest at a rate of 10% per annum, calculated and payable quarterly in arrears, commencing September 30, 2024 and mature twenty four months following the date of issuance. The principal amount of each Convertible Debenture will be convertible into Common Shares at a conversion price of $0.185 per common share at the option of the holder of a Convertible Debenture at any time prior to the close of business on the Maturity Date. The Convertible Debentures will be unsecured obligations of the Company and will be subordinated in right of payment of principal and interest to all secured debt and to all existing and future senior indebtedness of the Company and senior to any of the Company's future debt that is expressly subordinated to the Convertible Debentures.