News Update to Prism’s proposed Reverse Takeover (RTO) of nDatalyze Corp.

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) the RTO will be subject to Canadian Securities Exchange and approval by PRISM shareholders.