Datametrex Announces Closing of Financings

Executive Summary

• Datametrex AI Ltd. closed a combined private placement and subscription‑receipt financing, raising total gross proceeds of $5,133,500.
• Proceeds will fund integration of the Yuzu Payment Solution, expansion of business operations, establishment of a new clinic location, and general working capital.
• The subscription‑receipt financing is tied to the pending acquisition of Yuzu Payment Solution; escrowed funds will be released only upon satisfaction of defined Escrow Release Conditions by Dec 31 2025.

Key Details

• Common Share Private Placement
• Issued 47,918,750 common shares at $0.08 per share.
• Gross proceeds: $3,833,500.

• Net use of proceeds: business expansion, new clinic location, working capital.

• Subscription Receipt Financing

• Issued 16,250,000 subscription receipts at $0.08 each.
• Gross proceeds: $1,300,000 (total combined gross proceeds $5,133,500).

• Funds placed in escrow with TSX Trust Company; release contingent on:

  1. Completion/waiver of all conditions precedent to the Yuzu acquisition.
  2. Receipt of required regulatory and TSXV approvals.
  3. Delivery of notice confirming satisfaction/waiver of conditions.

• Escrow Release Deadline: December 31, 2025 – if unmet, subscription receipts cancel and investors refunded principal (Company liable for any shortfall).

• Finder Compensation

• Cash commission: $130,000 (10% of subscription‑receipt gross proceeds), payable only upon escrow release.

• Finder warrants: 1,625,000 warrants (10% of subscription receipts) exercisable at $0.08 per share for 24 months, issued only after escrow conditions satisfied.

• Common Share Private Placement Finder Fees

• Cash finder fees paid: $110,950.

• Additional issuance: 1,031,250 common shares and 2,418,125 finder warrants to a finder, per TSX Venture Exchange policies.

• Insider Participation

• Insiders subscribed for 5,925,000 common shares (related‑party transaction exempt from formal valuation/minority approval).

• No material change report filed prior to completion due to timing; approved by independent directors.

• Post‑Offering Ownership

• Andrew Ryu now holds 16,250,000 common shares (~16.65% of outstanding shares on an undiluted basis).

• Acquisition Condition

• The subscription receipt financing is a prerequisite for the proposed acquisition of Yuzu Payment Solution; acquisition expected to close no later than the escrow deadline, subject to customary approvals (including TSXV).

• Statutory Hold Period: All securities issued are subject to a four‑month plus one day hold period under Canadian securities law.

Notable Quotes

(No direct quotes were provided in the release.)