Mr. Paul Haber reports

DATAMETREX SIGNS LOI TO ACQUIRE YUZU PAYMENT PROCESSING SOLUTION FROM FIRSTPAYMENT INC.

Datametrex AI Ltd. has signed, effective Sept. 15, 2025, a non-binding of a letter of intent (LOI) to acquire the Yuzu payment processing solution from Firstpayment Inc., a Montreal-based fintech (financial technology) company, including the related patents and intellectual property, in an arm's-length transaction.

Datametrex has agreed, subject to TSX Venture Exchange acceptance, the completion of legal and financial due diligence and the negotiation of a definitive asset purchase agreement, to acquire the Yuzu payment solution for the purchase price of approximately $5.5-million, which is intended to be satisfied through the issuance of approximately 55 million common shares in the capital of Datametrex at a deemed issue price of 10 cents per share.

The Yuzu payment solution provides cryptocurrency payment processing solutions for merchants. Its main assets include a portfolio of eight granted U.S. patents and two granted Canadian patents in the payments space, including mobile payments and cryptocurrency payments, through its distinctive trademark Yuzu or Yuzupay. Firstpayment was founded by AnywhereCommerce, under its chief executive officer, Michael Kron, a serial entrepreneur in the payments space. AnywhereCommerce is a 15-year-old private digital payments technology company focused on delivering traditional payment solutions to merchants to conduct transactions on-line, off-line and over mobile. Firstpayment developed the Yuzu payment solution to allow merchants and consumers to transact with cryptocurrencies securely. While Firstpayment has not generated any revenues to date, Datametrex intends to commercialize the Yuzu payment solution and to generate potential revenue from merchant transactions, over e-commerce and in-store transactions.

AnywhereCommerce, a well-established mobile payments company, is a significant shareholder of Firstpayment. Assuming closing of the proposed acquisition, Mr. Kron is expected to join the Datametrex management team and board of directors. Mr. Kron and AnywhereCommerce have relationships and a pipeline to many categories of merchants, including car dealers, art dealers, real estate agents and crowdfunding platforms, among others, and Datametrex intends to leverage such relationships as it looks to monetize the Yuzu payment solution assuming closing of the proposed acquisition.

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

Paul Haber, chief executive officer of Datametrex, commented: "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."

In connection with the proposed acquisition of the Yuzu payment solution, trading in the common shares of Datametrex may be temporarily halted while the TSX-V reviews the company's submission. Accordingly, the closing of the previously announced up to $3-million 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 reconfirm 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-million of 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-million 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.

The final terms of the equity private placement and subscription receipt financing will be confirmed in a subsequent press release.

About Datametrex AI Ltd.

Datametrex is an innovative leader in technology solutions, artificial intelligence, health care and mobile gaming. The company excels in delivering tools and solutions that enhance operational efficiencies and business outcomes. With a commitment to innovation, Datametrex is dedicated to supporting enterprises by setting a new standard for business protocols through cutting-edge technology.

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