Datametrex signs LOI to acquire Yuzu payment technology

Executive Summary

• Datametrex AI Ltd. has signed a non-binding Letter of Intent (LOI) to acquire the Yuzu payment processing solution, including related patents and intellectual property, from Firstpayment Inc. for approximately $5.5 million.
• The transaction consideration will be satisfied through the issuance of approximately 55 million common shares at a deemed price of 10 cents per share, subject to TSX Venture Exchange acceptance and due diligence.
• The acquisition is contingent on a concurrent non-brokered private placement of up to $1 million in subscription receipts, the terms of which are pending market conditions and the resumption of trading.

Key Details

• Transaction Structure: Non-binding LOI for an arm's-length acquisition of assets (Yuzu payment solution), not the company Firstpayment Inc. Datametrex will not assume any debt of Firstpayment.
• Purchase Price: Approximately $5.5 million.
• Consideration: Issuance of approximately 55 million common shares of Datametrex at a deemed issue price of 10 cents per share.
• Target Assets: Yuzu payment processing solution, including a portfolio of eight granted U.S. patents and two granted Canadian patents in mobile and cryptocurrency payments, and the "Yuzu" or "Yuzupay" trademark.
• Financing Conditions: Closing is conditional on a concurrent non-brokered private placement of up to $1 million in subscription receipts. Proceeds will be used to integrate Yuzu into Datametrex’s technology division and pursue merchant opportunities.
• Trading Halt & Delayed Financing: Trading in Datametrex shares is temporarily halted pending TSX-V review. Consequently, the closing of a previously announced up to $3 million equity private placement (dated June 9 and July 8, 2025) is delayed until trading resumes.
• Management Changes: Michael Kron, CEO of Firstpayment/AnywhereCommerce, is expected to join Datametrex’s management team and board of directors upon closing.
• Target Financials (Firstpayment as of June 30, 2025):
  • Intangible Assets (Patents): $2,300,571 (acquired in 2021 for $4 million, amortized).
  • Total Assets: $2,319,987.
  • Total Liabilities: $578,985 (including $361,442 in loans from principals).
  • Share Capital: $7,302,763.
  • Aggregated Deficit: $5,561,760.
  • Net Loss (12 months ended June 30, 2025): $254,546.
  • Revenue: None to date.
• Shareholder Distribution: Firstpayment intends to distribute the consideration shares to its ~85 shareholders on a pro-rata basis as a return of capital concurrently with closing.
• Strategic Intent: Datametrex intends to commercialize Yuzu to generate revenue from merchant transactions (e-commerce and in-store) and leverage relationships with AnywhereCommerce (a significant shareholder of Firstpayment) to access merchants in sectors like car dealers, real estate, and crowdfunding.

Notable Quotes

• "We are excited to pursue the Yuzu payment solution as a valuable addition to our AI [artificial intelligence] and tech division. We are confident this acquisition will accelerate our growth in the payments space and deepen the value we bring to our shareholders." — Paul Haber, CEO of Datametrex