Datametrex closes share, receipt financings

Executive Summary

• Datametrex AI Ltd. has closed two previously announced financings: a non-brokered private placement of common shares and a subscription receipt financing, raising a total of $5,133,500.
• The subscription receipt financing is a condition precedent to the closing of the proposed acquisition of the Yuzu payment solution. The subscription receipts will automatically convert into common shares upon the satisfaction of escrow release conditions, expected by December 31, 2025.
• The transaction involves significant insider participation and the issuance of finder’s warrants, with proceeds allocated to integrating the Yuzu payment solution, establishing a new clinic, and general working capital.

Key Details

• Total Gross Proceeds: $5,133,500.
• Common Share Private Placement:
  • Issued 47,918,750 common shares at $0.08 per share.
  • Gross proceeds: $3,833,500.
  • Use of proceeds: Business expansion, development initiatives, establishment of a new clinic location, and general working capital.
  • Insider Participation: Insiders subscribed for 5,925,000 common shares. This is a related-party transaction exempt from formal valuation/minority approval under MI 61-101.
  • Finder’s Fees (Common Shares): Paid $110,950 in cash; issued 1,031,250 common shares and 2,418,125 finders' warrants.
• Subscription Receipt Financing:
  • Issued 16,250,000 subscription receipts at $0.08 per receipt.
  • Gross proceeds: $1,300,000 (held in escrow with TSX Trust Company).
  • Use of proceeds: Integrate the Yuzu payment solution in the technology division and pursue merchant opportunities.
  • Conversion Terms: Each subscription receipt automatically exchanges into one common share upon satisfaction/waiver of conditions (acquisition completion, regulatory/TSX-V approval) or by Dec. 31, 2025.
  • Refund Clause: If conditions are not met by the deadline, receipts are cancelled and funds returned to holders.
  • Finder’s Fees (Subscription Receipts): Entitled to $130,000 cash commission (10% of gross proceeds) and 1,625,000 finders' warrants (10% of receipts), payable/issuable only upon satisfaction of escrow release conditions.
  • Warrant Terms: Each finder's warrant allows purchase of one common share at $0.08 for 24 months.
• Shareholder Impact:
  • Andrew Ryu, who held no shares prior, now holds 16,250,000 common shares (approx. 16.65% of issued/outstanding shares on an undiluted basis) via the subscription receipts.
  • An early warning report has been filed.
• Regulatory & Legal:
  • Subject to final TSX Venture Exchange approval.
  • All securities subject to a statutory hold period of four months plus one day.
  • Acquisition expected to close no later than the escrow release deadline.

Notable Quotes

• "The completion of these offerings marks another key step forward in Datametrex's continued growth strategy, strengthening the company's balance sheet and supporting its vision of expanding its operations across new markets."