(via TheNewswire)

Calgary, AB – March 11, 2026 – TheNewswire – nDatalyze Corp. (CSE: NDAT) (the “Company”) updates the proposed reverse takeover (“RTO”)  with PRISM Diversified Ltd. (“PRISM”), 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/ .

What is currently expected to be reflected in the Definitive Agreement:

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

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

i. Prior to March 31, 2026, PRISM will 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 and August 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 Resulting Issuer, with the required share conversion ratio to be set out in the Definitive Agreement,

iii. Proceeds of the Financing are for general corporate purposes,

c) Assuming $2,000,000 in total financing is raised, upon Closing the RTO, the 41,327,425 outstanding nDatalyze shares will convert to 15,555,555 shares of the Resulting Issuer with the required share conversion ratio set out in the Definitive Agreement. If greater than $2,000,000 is raised, the additional securities must be sold at a minimum of $0.10 per share and the number of nDatalyze shares, being 15,555,555, will not increase,

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

e) Subscription Receipts cannot be exchanged for Company shares unless the RTO closes,

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

g) standard terms, conditions, representations and warranties,

h) t he RTO will be subject to Canadian Securities Exchange and approval by PRISM shareholders.

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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