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

Executive Summary

• nDatalyze Corp. updates the timeline and terms of its proposed reverse takeover with PRISM Diversified Ltd., now expecting definitive agreement execution by March 31, 2026.
• The transaction includes a minimum $2 million financing: a $400k private placement at $0.10/share and a $1.6 million subscription receipt (SR) financing that will convert into 16 million shares upon closing.
• Post‑closing, the resulting issuer will have approximately 162.56 million shares outstanding, with nDatalyze shareholders receiving 15.56 million shares of the new entity.

Key Details

• Definitive Agreement Timing: Execution pushed from on/​or before March 15 2026 to on/​or before March 31 2026.
• Financing Structure:
• Private Placement: $400,000 at $0.10 per share → 4,000,000 shares issued to the resulting issuer at closing.
• Subscription Receipt (SR) Financing: $1,600,000 between March 31 2026 and August 15 2026; SR holders will own 16,000,000 shares of the resulting issuer upon conversion (share‑conversion ratio to be set in the definitive agreement).
• Use of Proceeds: General corporate purposes.
• Conversion Mechanics: Assuming $2 million total financing, nDatalyze’s 41,327,425 outstanding shares will convert into 15,555,555 shares of the resulting issuer. If financing exceeds $2 million, additional securities must be sold at a minimum of $0.10 per share; the 15,555,555‑share allocation to former nDatalyze shareholders remains unchanged.
• Post‑Closing Capital Structure:
• PRISM existing share capital: 120,000,000 shares
• Fundraising & financing costs: 27,005,000 shares
• nDatalyze existing shareholders: 15,555,555 shares
• Total outstanding: ~162,560,555 shares.
• Subscription Receipt Restrictions: SRs cannot be exchanged for Company shares unless the RTO closes.
• Asset Spin‑Out Prior to SR Exchange: All tangible assets (except $30,000 cash) and all intangible assets (IP, technology, databases) will be spun out to nDatalyze shareholders on a one‑for‑one share basis.
• Standard Transaction Terms: Includes customary representations, warranties, covenants, and conditions.
• Regulatory Approvals: RTO subject to Canadian Securities Exchange approval and PRISM shareholder approval.

Notable Quotes

(No direct quotes were provided in the release.)