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

Executive Summary

• nDatalyze Corp. entered a non‑binding Memorandum of Understanding with PRISM Diversified Ltd. to pursue a change‑of‑business reverse takeover, subject to CSE and shareholder approval.
• The deal includes a $1.6 M subscription receipt financing at $0.10 per SR, convertible into NDAT common shares at closing of the transaction.
• Post‑transaction, existing NDAT shareholders (as of Feb 17 2026) will collectively own approximately 10% of the combined issuer; a $50,000 break fee is stipulated for termination.

Key Details

• MOU Parties: nDatalyze Corp. (CSE: NDAT) and PRISM Diversified Ltd., an Alberta‑based mine‑to‑metals producer.
• Transaction Timeline: Definitive Agreement expected on or before 2026‑03‑15; RTO closing no later than 2026‑08‑15.
• Financing Component:
• Amount: $1,600,000 subscription receipt (SR) financing.
• Price: $0.10 per SR.
• Conversion: Each SR exchangeable for one NDAT common share at closing; no additional payment required.
• Arrangement: To be organized by PRISM and/or its agents; details to be disclosed in a subsequent release.
• Asset Transfer: At RTO closing, all NDAT assets (tangible except $50,000 cash and intangible IP, technology, databases) will be spun out to pre‑MOU shareholders.
• Professional Services & Expenses: PRISM may use its own legal/accounting/trust professionals for RTO documentation; if NDAT’s professionals are used, PRISM will cover related expenses via non‑refundable deposits.
• Break Fee: A bilateral $50,000 break fee applies to the terminating party, covering all costs incurred by the other party prior to termination plus the fee itself.
• Post‑Financing Ownership: Existing NDAT shareholders (as of Feb 17 2026) will collectively hold 10% of the resulting issuer after financing is completed.

Notable Quotes

(No direct quotes were provided in the release.)