Mr. Paul Haber reports

DATAMETREX ANNOUNCES CLOSING OF FINANCINGS

Datametrex AI Ltd. has closed both its previously announced non-brokered private placement of common shares and subscription receipt financing, as disclosed in the company's press releases dated June 9, July 8, Sept. 15, Sept. 22, Sept. 29 and Nov. 11, 2025.

Pursuant to the common share private placement, the company issued an aggregate of 47,918,750 common shares at a price of eight cents per share for aggregate gross proceeds of $3,833,500, and, pursuant to the subscription receipt financing, the company issued an aggregate of 16.25 million subscription receipts at a price of eight cents per subscription receipt for gross aggregate proceeds of $1.3-million, with total aggregate gross proceeds of $5,133,500 pursuant to the combined offerings.

The gross proceeds from the subscription receipt financing will be used to integrate the Yuzu payment solution in Datametrex's technology division and pursuant merchant opportunities to generate revenue.

The net proceeds from the common share private placement will be used to support the company's continuing business expansion and development initiatives, the establishment of a new clinic location, and general working capital purposes.

The closing of the subscription receipt financing is a condition to the closing of the previously announced (see press release dated Sept. 15, 2025) proposed acquisition of the Yuzu payment solution. The subscription receipts were created and issued pursuant to terms of a subscription receipt agreement dated Nov. 14, 2025, between the company and TSX Trust Company as subscription receipt agent. The gross proceeds of the subscription receipt financing have been deposited in escrow with the subscription receipt agent pending satisfaction of the escrow release conditions (as defined below) in accordance with the subscription receipt agreement.

Each subscription receipt will be deemed to be automatically exchanged, without payment of additional consideration or further action by the holder thereof, into one common share of the company immediately upon the satisfaction or waiver of the escrow release conditions on or before Dec. 31, 2025. Pursuant to the terms of the subscription receipt agreement, each subscription receipt shall be automatically exchanged into one common share of the company upon:

• The completion, satisfaction or waiver of all conditions precedent to the acquisition;
• Receipt of all required approvals, including regulatory and TSX Venture Exchange approval; and
• Delivery of a notice to the subscription receipt agent confirming all conditions to the acquisition having been met or waived.

If the escrow release conditions are not satisfied at or before the escrow release deadline, each of the then issued and outstanding subscription receipts will be cancelled, and the subscription receipt agent will return to each holder of subscription receipts an amount equal to the aggregate issue price of subscription receipts held by such holder. To the extent escrowed funds are insufficient to refund such amounts to each holder of the subscription receipts, the company shall be liable for and will contribute such amounts as necessary to satisfy the shortfall.

In connection with the subscription receipt financing, finders are entitled to be paid a cash commission of $130,000, which is equal to 10 per cent of the gross proceeds raised under the subscription receipt financing, which amount shall be paid only upon satisfaction of the escrow release conditions. In connection with the subscription receipt financing, finders are also entitled to be issued an aggregate of 1,625,000 finders' warrants, being an amount equal to 10 per cent of the number of subscription receipts issued pursuant to the subscription receipt financing. The finders' warrants will be issued to finders only upon satisfaction of the escrow release conditions. Once issued, each finder's warrant will entitle the holder to purchase one common share of the company at a price of eight cents per share for a period of 24 months. If the escrow release conditions are satisfied, at or prior to the escrow release deadline, concurrently with the automatic exchange of subscription receipts for common shares of the company, the balance of the escrowed proceeds, less the finder's cash commission, and any interest earned thereon, will be released to the company as the net proceeds of the subscription receipt financing.

In connection with the common share private placement, the company has paid aggregate cash finders' fees of $110,950, has issued an aggregate of 1,031,250 common shares to a finder and has issued an aggregate of 2,418,125 finders' warrants, in accordance with the policies of the TSX Venture Exchange.

Insiders of the company have participated in the common share private placement by subscribing for an aggregate of 5,925,000 common shares. The participation by the insiders in the common share private placement is considered to be a related-party transaction as defined for the purposes of Multinational Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The related-party transaction is exempt from the formal valuation and minority approval requirements pursuant to sections 5.5(a), (b) and (c) and 5.7(1)(a) and (b) of MI 61-101 as the company is not listed on a specified market, the transaction was a distribution of securities for cash, and neither the fair market value of the common shares distributed to, nor the consideration received from, the related parties exceeded 25 per cent of the issuer's market capitalization or $2.5-million. The company did not file a material change report at least 21 days prior to completion of the common share private placement as the details of the participation by the related party had not been determined at that time to complete the common share private placement in an expeditious manner and which the company deems reasonable in the circumstances. Participation by insiders in the common share private placement was approved by the independent directors of the company.

Prior to the completion of the offerings, Andrew Ryu held no common shares or other securities of the company. Upon completion of the offerings, Mr. Ryu held an aggregate of 16.25 million common shares, representing approximately 16.65 per cent of the then issued and outstanding common shares on an undiluted basis and on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Ryu may from time to time increase or decrease his holdings of common shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+.

The offerings are subject to the receipt of final approval of the TSX Venture Exchange, and completion of the proposed acquisition remains subject to a number of customary conditions, including receipt of final approval of the TSX-V. The acquisition is expected to close no later than the escrow release deadline.

All securities issued under the offerings are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws.

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.

About Datametrex AI Ltd.

Datametrex is an innovative leader in technology solutions, artificial intelligence and health care. The company specializes 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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