Star Metro - Datametrex Announces Closing of Financings

Pursuant to the Common Share Private Placement, the Company issued an aggregate of 47,918,750 common shares at a price of $0.08 per share, for aggregate gross proceeds of $3,833,500 and, pursuant to the Subscription Receipt Financing, the Company issued an aggregate of 16,250,000 subscription receipts ("Subscription Receipts") at a price of $0.08 per Subscription Receipt, for gross aggregate proceeds of $1,300,000, and 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 ongoing business expansion and development initiatives, the establishment of a new clinic location, and for 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 September 15, 2025) proposed acquisition of the Yuzu Payment Solution (the "Acquisition"). The Subscription Receipts were created and issued pursuant to terms of a subscription receipt agreement dated November 14, 2025 (the "Subscription Receipt Agreement") between the Company and TSX Trust Company as subscription receipt agent (the "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 (1) common share of the Company immediately upon the satisfaction or waiver of the Escrow Release Conditions on or before December 31, 2025 (the "Escrow Release Deadline"). 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 TSXV approval; and

• delivery of a notice to the Subscription Receipt Agent confirming all conditions to the Acquisition having been met or waived

(collectively, the "Escrow Release Conditions")

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 ("Finders) are entitled to be paid a cash commission of $130,000 ("Finders Cash Commission") which is equal to 10% 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 ("Finders Warrants"), being an amount equal to 10% 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 Finders Warrant will entitle the holder to purchase one (1) Common Share of the Company at a price of $0.08 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 Finders 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 finder's 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 ("MI 61-101"). 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% of the issuer's market capitalization or $2,500,000. 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, in order 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, Mr. Andrew Ryu ("Ryu") held no Common Shares or other securities of the Company. Upon completion of the Offerings, Mr. Ryu held an aggregate of 16,250,000 Common Shares, representing approximately 16.65% 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, 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+ at www.sedarplus.ca.

The Offerings are subject to the receipt of final approval of the TSXV and completion of the proposed Acquisition remains subject to a number of customary conditions including receipt of final approval of the TSXV. The Acquistion 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
Datametrex is an innovative leader in Technology Solutions, Artificial Intelligence, and Healthcare. 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.

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.

###

SOURCE: DataMetrex AI Ltd.

View the original press release on ACCESS Newswire

M.Johnston--SMC