nDatalyze Corp. enters a Non-Binding Memorandum of Understanding with an Alberta-based mining company.

Core Viewpoint - nDatalyze Corp. has entered a Non-Binding Memorandum of Understanding with PRISM Diversified Ltd., which is expected to lead to a Definitive Agreement by March 15, 2026, involving a change of business and reverse takeover [1][2]. Group 1: Transaction Details - The transaction will be subject to approval from the Canadian Securities Exchange and shareholders [1]. - PRISM is an Alberta-based mine-to-metals producer focusing on lower-emissions steel production and critical minerals, utilizing Alberta's resources [2]. - The MOU includes a provision for a $50,000 "break fee" for the terminating party, covering all costs incurred prior to termination [2]. - Post-financing, shareholders of nDatalyze as of February 17, 2026, will collectively own 10% of the resulting issuer [2]. Group 2: Financing Information - Between the signing of the Definitive Agreement and August 15, 2026, nDatalyze will conduct a $1,600,000 subscription receipt financing at $0.10 per receipt, exchangeable for common shares [3]. - The financing will be arranged by PRISM and/or its agents, and as of February 18, 2026, it has not yet been arranged [3].