Mr. Jim Durward reports

NDATALYZE CORP. ("NDAT" OR THE "CORPORATION") (CSE:NDAT) (OTC:NDATF) ANNOUNCES AN AGREEMENT TO ACQUIRE MINDBALANCED INC.

On March 12, 2024, Ndatalyze Corp. entered into an arm's-length agreement to acquire 100 per cent of Mindbalanced Inc. (MB). MB, operating in multiple states of the United States, is revolutionizing mental health care through its integrative and individualized approach. Utilizing advanced AI (artificial intelligence) and biometric data analysis, MB delivers highly informed insights into mental health conditions, facilitating personalized treatment plans designed to enhance patient outcomes. MB pharmacogenomics (PGx) testing reveals how genetics influence medication responses, while Food and Drug Administration (FDA)-cleared transcranial magnetic stimulation (TMS) therapy targets specific brain regions, offering a non-invasive treatment option for mental health conditions, such as depression/anxiety and OCD (obsessive-compulsive disorder), without medication side effects.

The nominal maximum purchase price is $3.75-million payable through conditional share issuances (CSI) at 25 cents per share, based on performance-based milestones. Additionally, MB may arrange an up to $150,000 (U.S.) private placement (PP) share issuance of up to one million Ndatalyze shares at 15 U.S. cents (approximately 20 cents) per share. MB has no debt. At closing, a finders fee is payable consisting of 700,000 Ndatalyze shares with 300,000 shares paid on closing and the remaining 400,000 paid upon MB's achieving $1-million of gross revenue from MB operations within one year after the closing.

The closing is not conditional on the PP.

Salient performance milestones include:

1. Upon achieving $1-million of gross revenue from MB operations and within one year after the closing, MB nominees will receive either four million shares of Ndatalyze or six million shares if met within the first six months;
2. Upon achieving $2.5-million of gross revenues from MB operations within two years after closing, MB nominees will receive either six million shares of Ndatalyze or nine million shares if met within the first 12 months.

As the transaction is performance-driven, the number of Ndatalyze shares issued pursuant to the CSIs will be between zero and 15 million, depending on MB's performance. In the event where 15 million shares are issued, MB's revenue would be a minimum of $2.5-million within 12 months and the total number of Ndatalyze shares outstanding, including the PP, would be approximately 57 million, of which the MB transaction-related shares would represent approximately 26 per cent of the Ndatalyze outstanding shares. If none of the performance targets are met, aside from the PP shares, no MB transaction-related shares would be issued and there would be (assuming one million private placement shares) approximately 42 million Ndatalyze shares outstanding with MB transaction, private-placement-related shares representing approximately 2.4 per cent of the total Ndatalyze shares outstanding. If no performance targets are met and no PP shares are issued, there would be zero dilution. The corporation believes that the transaction does not create a new control block and does not represent a change of control.

As part of the agreement, and at closing, Joshua Hill, the president of MB, will replace Dr. Keith Courtney as president of Ndatalyze, with Dr. Courtney continuing as Ndatalyze's chief psychiatric officer. It is anticipated that MB will nominate Mr. Hill and Dr. Laura Champagne, psychiatrist, as Ndatalyze directors. Dr. Champagne's qualifications can be seen on-line.

Mr. Hill, with a background in specialty pharmaceuticals, navigates complex regulatory landscapes and delivers innovative solutions in health care. His visionary approach integrates TMS and personalized genetic insights into behavioural health and neurological disease management, optimizing patient care and operational efficiency.

Jim Durward, chief executive officer, states: "Our goal is to provide an objective, highly informed diagnostic tool that will help bring mental condition diagnosis into the digital world. This transaction propels NDAT forward by providing a near-term revenue entry point into the U.S. market, collection of DNA and TMS treatment data to enhance the YMI's predictive mental condition diagnostic tool, and mitigating risk while rewarding success on a reasonable multiple."

The closing date is scheduled for on or before April 15, 2024, and is subject to Ndatalyze board approval, usual closing conditions and Canadian Securities Exchange approval.

About YMI

YMI uses evidence-based, objective data from whole life experiences to predict individual mental states over time, and applies this knowledge toward a fuller understanding of how mental health develops, and how to improve mental well-being. YMI combines supervised machine learning with a proprietary reference database to predict an individual's predisposition toward a variety of common mental conditions, both current and forward in time.

YMI is poised to revolutionize mental health diagnoses while ensuring a sustainable revenue stream. By strategically addressing the causes of misdiagnosis, establishing credibility through clinical studies and targeting key markets, YMI aligns both societal impact and financial success.