(via TheNewswire)

Calgary, AB – February 18, 2026 - TheNewswire – nDatalyze Corp. (CSE: NDAT) (the “Company”) announces that on February 18, 2026 it entered a Non-Binding Memorandum of Understanding (“MOU”) with PRISM Diversified Ltd. (“PRISM”). The MOU is expected to lead to a Definitive Agreement on or before March 15, 2026, with the ultimate transaction constituting a change of business and reverse takeover (the “Transaction”). The Transaction will be subject to Canadian Securities Exchange and shareholder approval.

PRISM is an Alberta-based mine-to-metals producer that will leverage Alberta’s low-cost natural gas, carbon sequestration infrastructure, hydrogen expertise and industrial workforce to produce lower-emissions steel production and critical minerals. The PRISM website is at https://www.prismdiversified.com/

Salient points of the MOU are:

1. a) between the signing of a Definitive Agreement and August 15, 2026, the Company will conduct a $1,600,000 subscription receipt (“SR”) financing, at $0.10 per SR, with each SR exchangeable for one NDAT common share without additional payment, (the “Financing”) at closing of the Transaction. The Financing will be arranged by PRISM and/or its agents. As at February 18, 2026 the Financing has not been arranged and a subsequent news release will be made once it has been arranged,  

2. b) the Definitive Agreement will provide for, at RTO Closing, all NDAT assets, tangible  

(with the exception of $50,000.00) and intangible (including IP, technology and databases), being spun out to the pre-MOU Company shareholders,

1. c) PRISM may elect to use their legal/accounting/third-party Trust professionals to handle  

RTO-related documentation or, if Company professionals are used, PRISM will pay the

related RTO-related expenses via non-refundable deposits,

1. d) the Definitive Agreement will include a bilateral $50,000 “break fee” whereby the  

terminating party will be responsible for all costs incurred by the other party prior to the termination plus a $50,000 break fee,

1. a) post-Financing, the Company shareholders that were shareholders as at February 17, 2026 will collectively own 10% of the resulting issuer.  

For Further Information, please contact:

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 its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Corporation believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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