New Risk • Jan 13
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 37% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (56% average weekly change). Negative equity (-CA$40m). Earnings have declined by 39% per year over the past 5 years. Shareholders have been substantially diluted in the past year (37% increase in shares outstanding). Market cap is less than US$10m (CA$12.3m market cap, or US$8.84m). Announcement • Jan 13
Xtm Inc. Announces Board Changes XTM Inc. announced changes to its Board of Directors, including the appointment of Keith Nugara as a Board Member and Board Advisor. Keith Nugara brings more than 30 years of executive leadership experience across payments, financial services, and enterprise technology. His career includes senior roles such as Vice President, Global Business Development at TELUS Health, Senior Vice President at Dye & Durham, and Senior Vice President, TELUS Health and Financial Solutions, reflecting deep expertise across highly regulated industries. Mr. Nugara, also on the Board of Directors of Everyday Payments, has also played strategic roles within Canada’s payments ecosystem, including involvement with Interac, VISA Canada and other fintech and industry bodies. This experience positions him to provide valuable oversight and guidance on enterprise growth, financial innovation, governance, and regulatory scaling, all of which are critical as XTM expands enterprise partnerships across hospitality and retail. In his dual role as Board Member and Board Advisor, Mr. Nugara will work closely with the Board of Directors and executive team to support enterprise sales strategy, network expansion, investor relations, and the continued strengthening of XTM’s governance and financial infrastructure. Keith Nugara holds a Bachelor of Commerce (Honours) from the University of Windsor and has completed executive programs at Harvard Business School and MIT Sloan School of Management. He has served as a Corporate Officer and Principal with the Association for Financial Professionals and the Treasury Management Association of Canada, and currently serves on community boards including Scarborough Health Network and the Arthritis Society of Canada. Mr. Nugara is a former Interac Board member and has supported several Payments Canada projects and other industry bodies in his previous executive roles. He remains actively engaged in Canada’s digital payments ecosystem participating in panels and forums. XTM Inc. also announced the departure of Olga Balanovskaya, the company’s former Chief Financial Officer and long-standing contributor to XTM through multiple stages of its growth. New Risk • Dec 03
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 32% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (48% average weekly change). Negative equity (-CA$40m). Earnings have declined by 39% per year over the past 5 years. Shareholders have been substantially diluted in the past year (32% increase in shares outstanding). Market cap is less than US$10m (CA$8.38m market cap, or US$6.00m). 
