XTM Inc. (CNSX:PAID) has entered into a non-binding letter of intent to acquire QRails, Inc. for $3.45 million on April 2, 2023. XTM Inc. (CNSX:PAID) entered into a definitive agreement to acquire QRails, Inc. on June 15, 2023. On close of the Transaction, the Company has issued 28.34375 million common shares issued and outstanding.

The Proposed Transaction contemplates that the purchase price of $3.5 million paid to shareholders of QRails be satisfied by the payment of $100,000 in cash and the issuance 28,333,333 Common Shares of XTM, and a price reservation for common shares issued as consideration has been filed with the Canadian Securities Exchange at a price of $0.16 per common share. 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. As part of the Proposed Transaction, XTM will also assume all of the debt of QRails.

QRails will run as a wholly owned subsidiary of XTM. As part of the acquisition, Cary Strange, XTM?s Chief Revenue Officer will be appointed President of QRails. Upon the completion of the Transaction, the board of directors of QRails will be replaced with nominees of the Company selected from the existing management and board of XTM.

The Proposed Transaction is subject to, among other things, the negotiation and execution of the Definitive Agreement, XTM fulfilling all of the applicable regulatory and listing requirements, and each of the parties obtaining all necessary board, shareholder and regulatory approvals, and other standard closing conditions. In connection with the Transaction, XTM has advanced to QRails bridge financing in the amount of $1.507 million. XTM and QRails will negotiate and enter into a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement") on or before May 31, 2023, or such later date as may be mutually agreed upon.