nDatalyze Corp. Updates The Proposed RTO With An Alberta-Based Mining Company

(TheNewswire)

Calgary, AB – March 11, 2026 – TheNewswire – nDatalyze Corp. (CSE:NDAT) (the “Company”) updates the proposed reverse takeover(“RTO”)  with PRISM Diversified Ltd. (“PRISM”), anAlberta-based mine-to-metals producer that willleverage Alberta’s low-cost natural gas, carbon sequestrationinfrastructure, hydrogen expertise and industrial workforce to producelower-emissions steel production and critical minerals. The PRISM website is at https://www.prismdiversified.com/.

What is currently expected to be reflected in theDefinitive Agreement:

a) the Definitive Agreement,originally expected to be executed on or before March 15, 2026, is nowexpected to be executed on or before March 31, 2026,

b) Financing of a minimum of $2million will be arranged by PRISM and/or its agents, said Financingconsisting of:

i. Prior to March 31, 2026, PRISMwill conduct a private placement of $400,000 (at $0.10 per share)resulting, at Closing, in 4,000,000 shares in the Resulting Issuer,

ii. between March 31, 2026 andAugust 15, 2026, the Company will conduct a $1,600,000 subscription receipt(“SR”) financing (the “Financing”) such that, at Closing,subscribers for SRs will own 16,000,000 shares of the ResultingIssuer, with the required share conversion ratio to be set out in theDefinitive Agreement,

iii. Proceeds of the Financingare for general corporate purposes,

c) Assuming $2,000,000 in totalfinancing is raised, upon Closing the RTO, the 41,327,425 outstandingnDatalyze shares will convert to 15,555,555 shares of the ResultingIssuer with the required share conversion ratioset out in the Definitive Agreement. If greater than $2,000,000 israised, the additional securities must be sold at a minimum of $0.10per share and the number of nDatalyze shares, being 15,555,555, willnot increase,

d) Post-Closing, the ResultingIssuer will have 162,560,555 shares outstanding consisting of: PRISMexisting share capital (120,000,000), fundraising and financing costs(27,005,000), the Company’s existing shareholders(15,555,555),

e) Subscription Receipts cannotbe exchanged for Company shares unless the RTO closes,

        f) Prior to theexchange of Subscription Receipts for Company shares, all Companyassets, tangible (with the exception of $30,000 in cash) andintangible (including IP, technology and databases), will be spun outto the Company shareholders on the basis of one spinout share for oneCompany share (or equivalent),

g) standard terms, conditions,representations and warranties,

h) the RTOwill be subject to Canadian Securities Exchange and approval by PRISMshareholders.

For Further Information, pleasecontact:

Jim Durward, President, CEO/CTO

Email: jimd@ndatalyze.com  

Tel: (403) 689-3901

nDatalyze Website: https://www.ndatalyze.com      

Neither the Canadian Securities Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the Canadian Securities Exchange) accepts responsibility for theadequacy or accuracy of this release. This news release does notconstitute an offer to sell or a solicitation of an offer to sell anyof the securities in the United States. The securities have not beenand will not be registered under the United States Securities Act of1933, as amended (the "U.S. Securities Act") or any statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available. The information in this news releaseincludes certain information and statements about management'sview of future events, expectations, plans and prospects thatconstitute forward looking statements. These statements are based uponassumptions that are subject to significant risks and uncertainties.Because of these risks and uncertainties and asa result of a variety of factors, the actual results, expectations,achievements or performance may differ materially from thoseanticipated and indicated by these forward-looking statements. Anynumber of factors could cause actual results to differ materially fromthese forward-looking statements as well as future results. Althoughthe Corporation believes that the expectations reflected in forwardlooking statements are reasonable, it can give no assurances that theexpectations of any forward-looking statements will prove to becorrect. Except as required by law, the Corporation disclaims anyintention and assumes no obligation to update or revise anyforward-looking statements to reflect actual results, whether as aresult of new information, future events, changes in assumptions,changes in factors affecting such forward-looking statements orotherwise.

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