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

Core Viewpoint - nDatalyze Corp. is progressing with a proposed reverse takeover of PRISM Diversified Ltd., which focuses on low-emission steel production and critical minerals leveraging Alberta's resources [1] Group 1: Reverse Takeover Details - The Definitive Agreement for the RTO is now expected to be executed on or before March 31, 2026, delayed from the original date of March 15, 2026 [2] - PRISM will arrange a minimum financing of $2 million, which includes a private placement of $400,000 at $0.10 per share prior to March 31, 2026, resulting in 4,000,000 shares in the Resulting Issuer [2] - Following the private placement, nDatalyze will conduct a $1,600,000 subscription receipt financing between March 31, 2026, and August 15, 2026, leading to 16,000,000 shares for subscribers at Closing [2] Group 2: Share Conversion and Structure - Upon raising $2 million, the existing 41,327,425 nDatalyze shares will convert to 15,555,555 shares of the Resulting Issuer, with the conversion ratio detailed in the Definitive Agreement [2] - The Resulting Issuer will have a total of 162,560,555 shares outstanding post-Closing, which includes PRISM's existing share capital of 120,000,000 and fundraising costs of 27,005,000 [2] - Subscription Receipts will not be exchangeable for Company shares unless the RTO is completed, and all Company assets will be spun out to shareholders prior to this exchange [2] Group 3: Regulatory and Approval Aspects - The RTO is subject to approval by the Canadian Securities Exchange and PRISM shareholders [2]