Datametrex Signs LOI To Acquire Yuzu Payment Processing Solution From Firstpayment Inc. - Seite 2

The completion of the transaction is subject to customary closing conditions, definitive agreements, and regulatory approvals, including acceptance by the TSXV. The Company will provide an update through a subsequent press release once a definitive agreement has been reached.

Paul Haber, CEO of Datametrex, commented, "We are excited to pursue the Yuzu Payment Solution as a valuable addition to our AI 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."

In connection with the proposed acquisition of the Yuzu Payment Solution, trading in the common shares of Datametrex may be temporarily halted while the TSXV reviews the Company's submission. Accordingly, the closing of the previously-announced up to $3,000,000 equity private placement (see press releases dated June 9, 2025 and July 8, 2025) will also be delayed until trading resumes, at which point, the Company will review and re-confirm the terms and price of the proposed private placement. No finders fees are payable in connection with the proposed acquisition.

In addition, and in connection with the proposed acquisition of the Yuzu Payment Solution, Datametrex intends to arrange a non-brokered private placement of up to $1,000,000 of subscription receipts ("Subscription Receipts") at a price per Subscription Receipt to be confirmed in the context of the market once trading resumes, but in any event will be equal to the issue price per share of the concurrent equity private placement. The gross proceeds from the Subscription Receipts will be used to integrate the Yuzu Payment Solution in Datametrex's technology division and pursue merchant opportunities to generate revenues. The closing of the offering of the Subscription Receipts is a condition to the closing of the proposed acquisition of the Yuzu Payment Solution.

Firstpayment advises that it intends to distribute the Consideration Shares to its approximately 85 shareholders, on a pro rata basis, as a return of capital concurrently with the closing of the proposed acquisition of the Yuzu Payment Solution. Datametrex does not believe that the closing of the transaction will result in the creation of any new control person (as defined in the policies of the TSX Venture Exchange).

Management of Firstpayment has provided the following financial highlights from the management prepared unaudited balance sheet and income statement as at June 30, 2025. As at June 30, 2025, the carrying value of the intangible assets of Firstpayment was $2,300,571 (consisting primary of patents that were acquired in 2021 for $4,000,000 and subsequently amortized). The unaudited balance sheet also reflected loans from principals for $361,442, total assets of $2,319,987, total liabilities of $578,985, share capital of $7,302,763, and an aggregated deficit of $5,561,760. For the 12 month period ended June 30, 2025 Firstpayment incurred expenses of $254,546 and a net loss of $254,546. Datametrex is providing the foregoing financial highlights since the Yuzu Payment Solution represents essentially all of the assets of Firstpayment. Datametrex is not acquiring Firstpayment and will only be acquiring the assets comprising the Yuzu Payment Solution and Datametrex will not assume any debt of Firstpayment.