nDatalyze Corp. announces Binding Memorandum of Understanding related to the proposed acquisition of a food importation and distribution business.

Executive Summary

• nDatalyze Corp. (CSE: NDAT) entered into a Binding Memorandum of Understanding (MOU) on August 1, 2025, to acquire 100% of the issued and outstanding common shares of FoodCo, a Vancouver-based private company operating an international food import and distribution business.
• The transaction is structured as a Reverse Takeover (RTO) combined with a private placement of Subscription Receipts (SRs) ranging from $300,000 to $1,000,000 CAD.
• Upon closing, current NDAT directors and officers will resign, and FoodCo nominees will comprise 100% of the new Board of Directors and Officers. NDAT will spin out its existing intellectual property and mental health assets to a wholly-owned subsidiary, distributing those shares pro-rata to pre-transaction NDAT shareholders.

Key Details

• Transaction Structure: Binding MOU for an RTO where FoodCo shareholders exchange 100% of FoodCo shares for NDAT common voting shares.
• Private Placement Terms:
  • Size: Between $300,000 and $1,000,000 CAD.
  • Price: $0.019 per Subscription Receipt (SR).
  • Conversion: Each SR exchanges into one NDAT common share at Closing.
  • Escrow: Proceeds held by a third-party Transfer Agent.
  • Release Conditions: Funds released to NDAT immediately upon Closing. If the transaction does not close, NDAT receives up to $100,000 to cover documented Transaction-Related Costs (TRCs), with the balance refunded pro-rata to subscribers. NDAT bears all TRC costs exceeding $100,000 if the deal fails.
  • Hold Period: Non-affiliated PP shares subject to a four-month sale restriction from Closing.
• Post-Transaction Shareholding Structure (Estimated):
  • Total Outstanding Shares: 295,584,493 common voting shares.
  • Pre-PP NDAT Shareholders: 13.98% (41,327,425 shares).
  • Private Placement Shareholders (Unaffiliated): 5.34% – 17.81% (15,789,474 – 52,631,579 shares).
  • Finder’s Fee Persons (Unaffiliated): 0.68% (2,000,000 shares).
  • FoodCo Insider Shareholders: 67.54% – 80.00% (199,625,489 – 236,467,596 shares, escrowed).
• Finder’s Fee: NDAT will issue 2,000,000 common shares to the finder, subject to a four-month hold period.
• Corporate Governance Changes:
  • All current NDAT Directors and Officers will resign at Closing.
  • FoodCo nominees will account for 100% of the new Board of Directors and Officers (subject to CSE/regulatory approval).
  • Existing NDAT stock options will terminate 90 days after Closing.
• Asset Spin-Out: NDAT will transfer all Intellectual Property, mental health-related assets, operations, and all cash (except post-Transaction Costs PP proceeds plus $50,000) to a wholly-owned subsidiary. Subsidiary shares will be distributed pro-rata to pre-PP NDAT shareholders.
• Financial Information (FoodCo - Unaudited):
  • Calendar 2024 Revenues: $14,498,926; Net Income: $364,529.
  • Calendar 2023 Revenues: $13,232,487; Net Income: $682,791.
• Regulatory Status: Transaction subject to CSE acceptance and shareholder approval. Trading halted pending closing or abandonment.

Notable Quotes

• None explicitly quoted in the text, though Jim Durward is listed as President and CEO for contact purposes.