Star Metro - Datametrex Signs LOI To Acquire Yuzu Payment Processing Solution From Firstpayment Inc.

Datametrex has agreed, subject to TSXV 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 55,000,000 common shares in the capital of Datametrex (the "Consideration Shares"), at a deemed issue price of $0.10 per share.

Yuzu Payment Solution provides cryptocurrency payment processing solutions for merchants. Its main assets include a portfolio of eight (8) granted US patents and two (2) 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 CEO, Michael Kron, a serial entrepreneur in the payments space. AnywhereCommerce is a fifteen-year-old private digital payments technology company focused on delivering traditional payment solutions to merchants to conduct transactions online, offline and over mobile. Firstpayment developed the Yuzu Payment Solution to allow merchants and consumers to transact with crypto currencies 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 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.

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

About Firstpayment
Firstpayment is a Canadian-based fintech company that provides cryptocurrency payment processing solutions. Its technology is backed by a portfolio of ten (10) granted patents, eight (8) USPTOs and two (2) Canadian patents, in the payments space, including innovations in mobile and cryptocurrency payments. The company's proprietary platform, "YUZU", also known as Yuzupay, enables seamless cryptocurrency payments between merchants and customers.

About Datametrex
Datametrex is an innovative leader in Technology Solutions, Artificial Intelligence, Healthcare, 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.

For more on Datametrex, please visit our Company website.

For Additional Information
Paul Haber, C.P.A., C.A., C.Dir
CEO & Chairman
[email protected]
(416) 318-6501

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

Forward-Looking Statements
This news release contains "forward-looking statements," which involve risks, uncertainties, and factors that could cause actual results to differ materially from those anticipated. These statements are not historical facts and are generally identified by words such as "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," and similar expressions. Such statements include expectations related to healthcare business and other Company plans.

While Datametrex believes the forward-looking information is reasonable as of the date of this release, these statements involve assumptions, risks, and uncertainties that could cause actual outcomes to differ. Key factors include general economic conditions, legislative and regulatory developments, access to capital, industry competition, and the Company's ability to execute its strategies. The Company does not undertake to update these statements, except as required by law. Readers are advised not to place undue reliance on forward-looking information.

Factors that could cause actual results to differ materially are detailed under "Risk Factors" in Datametrex's management's discussion and analysis and available on the Company's profile at www.sedarplus.ca.

This release does not constitute an offer to sell or a solicitation to buy, nor shall it constitute an offer, solicitation, or sale in any jurisdiction where such would be unlawful prior to registration or qualification under applicable securities laws. We seek Safe Harbor.

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SOURCE: DataMetrex AI Ltd.

View the original press release on ACCESS Newswire

A.Lavoie--SMC