XTM Inc. — Proxy Solicitation & Information Statement 2022

Sep 21, 2022

XTM INC.

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Form of Proxy – Annual Meeting to be held on October 12, 2022

Trader’s Bank Building 702, 67 Yonge Street Toronto ON M5E 1J8

Appointment of Proxyholder

I/We being the undersigned holder(s) of XTM Inc. (the “Company”) hereby appoint Marilyn Schaffer or failing this person, Paul Dowdall OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of XTM Inc. to be held at the offices of Gowling WLG (Canada) LLP (1600 – 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5, Canada) at 1:00 pm ET or at any adjournment thereof.

have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of XTM Inc. to be held at the offices ofGowling WLG**(Canada) LLP (1600 – 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5, Canada)**at 1:00 pm ET or at any adjournment thereof.	have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of XTM Inc. to be held at the offices ofGowling WLG**(Canada) LLP (1600 – 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5, Canada)**at 1:00 pm ET or at any adjournment thereof.	have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of XTM Inc. to be held at the offices ofGowling WLG**(Canada) LLP (1600 – 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1G5, Canada)**at 1:00 pm ET or at any adjournment thereof.
**1. Number of Directors.**To set the number of directors to be elected at the Meeting at four.ForAgainst
2.Election of Directors.ForWithholdForWithholdForWithholda.Marilyn Schaffer b.Keith McKenzie c.Olga Balanovskaya d.Randy Khalaf
**3. Appointment of Auditors.**To appoint MNP LLP as the auditors of the Company for the fiscal year ending December 31, 2022 at remuneration tobe fixed by the board of directors of the Company.ForWithhold
Authorized Signature(s) – This section must be completed for yourinstructions to be executed.I/we authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above,this Proxy will be voted as recommended by Management.	Signature(s):	Date/ /MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email. The interim financial statements and accompanying Management’s Discussion & Analysis are available on the Company’s SEDAR profile at www.sedar.com.

Annual Financial Statements – Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email. The Annual Financial Statements and accompanying Management’s Discussion and Analysis are available on the Company’s SEDAR profile at www.sedar.com.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 1:00 pm, Toronto time, on October 7, 2022.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin

You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com .

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.