nDatalyze Corp. Enters A Binding Business Combination Agreement With Prism Diversified Ltd.

nDatalyze Corp. has entered into a definitive agreement with PRISM Diversified Ltd., an Alberta‑based mine‑to‑metals producer, to complete a reverse takeover (RTO) and change of business. The transaction includes a $1,600,000 subscription receipt financing at $0.10 per SR, each exchangeable for one NDAT common share without additional payment. All tangible (except $30,000 cash) and intangible assets (including the Epitome sports analytics IP) will be spun out to existing nDatalyze shareholders on a one‑for‑one basis. Post‑closing, pre‑May 15, 2026 shareholders will hold approximately 9.6% of the resulting issuer. A bilateral $50,000 break fee applies. The stock is halted pending the fundamental change. PRISM’s Clear Hills resource holds 149 Mt of contained iron and 903,594 t of contained vanadium pentoxide (NI 43‑101, Feb 2026).

The signing of a binding agreement removes the uncertainty that surrounded the previous non‑binding MOU (Feb 18) and the repeated target‑side delays that sank the earlier FoodCo RTO. The terms are broadly consistent with prior disclosures: the $1.6M SR financing at $0.10 is unchanged, though the final ownership stake for legacy NDAT holders slipped from an earlier‑guided ~10% to 9.6%. The spin‑out of Epitome assets gives shareholders a residual interest in the original sports‑analytics business, but its commercial value is unproven and the cash left in the shell is a mere $30,000. The market had already priced in a high probability of this outcome—the stock ran from $0.01 to as high as $0.20 on the initial PRISM MOU and subsequent updates, settling near $0.09–0.10. Therefore, while the definitive agreement is a material step forward, it does not exceed already‑inflated expectations; the “game changer” threshold is not met because the news largely confirms what the market assumed. Consequently, the impact is material positive but not transformative.

nDatalyze originally developed mental health screening technology (YMI) and later an AI‑based sports performance platform (Epitome). Commercial revenues never materialized, forcing the company to seek a reverse takeover as a public shell. After the failed FoodCo RTO (Jan 2026), management pivoted to PRISM Diversified Ltd., whose core asset is the Clear Hills iron‑vanadium project in Alberta (149 Mt contained iron, 903.6 kt contained V₂O₅, NI 43‑101 Feb 20, 2026). No feasibility study or resource upgrade has been completed. The Epitome assets (IP, databases, technology) will be spun out to a private entity, potentially leaving legacy shareholders with illiquid shares in a non‑reporting issuer.