Mr. Jim Durward reports

NDATALYZE CORP. ANNOUNCES A LETTER OF INTENT REGARDING A REVERSE MERGER.

Ndatalyze Corp. on Dec. 27, 2024, executed a letter of intent (LOI) with Ameresco Holding LLC, a Massachusetts-based private entity (AHL) which LOI provides for a 45-day period during which the parties will conduct due diligence in contemplation of a reverse takeover (RTO). The RTO would be an arm's-length transaction that anticipates:

a) replacement of all of the corporation's board of directors and officers;

b) the spinout of the corporation's mental health assets, operations and all cash except $70,000 (total value approximately $450,000) to a private company owned solely by the pretransaction NDAT shareholders on a pro rata basis (for clarity, if a shareholder owns 1 per cent of NDAT, that shareholder would own 1 per cent of the private company that holds the mental health assets, operations and approximately $450,000 cash);

c) the issuance of approximately 253.7 million NDAT common voting shares meaning that the posttransaction issued and outstanding NDAT common shares would be approximately 295 million shares of which the pretransaction NDAT shareholders would own approximately 41.3 million shares (approximately 14 per cent) of the posttransaction entity equity. Posttransaction, the private company holding the mental health assets, operations and cash would be completely separate from NDAT with no posttransaction intercompany obligations or liabilities;

d) a change of name, business and control requiring approval of the NDAT shareholders and the applicable regulatory bodies including the Canadian Securities Exchange;

e) the LOI is non-binding and upon completion of satisfactory due diligence by both parties, it is anticipated that a formal agreement would be executed where after an annual general and special meeting would be called to provide for shareholder voting on all general and PRM-related matters.

About AHL

AHL buys, operates and sells established Internet-based brands. Unaudited financial statements for the period of October, 2023, to November, 2024, and at an exchange rate of 1.40, show approximately $3.1-million in revenue with approximately $560,000 in net profit. AHL management includes:

Chief executive officer Evan Rucolo, United States

Assisted Davie Group founder take eCom Group from $10-million market cap to over $300-million in three years. Exited February, 2022. Double master with a master of business administration and master of science in marketing analytics. Digital commerce specialist and guided many of the founders in the deck to scale their revenues to record highs through marketing and logistical expertise. Created e-commerce brands Mabox Cosmetics, Her Daily Deal, Beloved Life Jewelry and exited each successfully. Digital marketing lead for Fortune 500 including for HP, Staples and Spreetail.

Chief financial officer Peter Quinn, United Kingdom

Assisted Davie Group founder take eCom Group from $10-million to over $300-million market cap providing financial and operational advice. Exited May, 2022. MA (finance) ACMA CGMA, AICPA. "C" level executive, international businesses, Nasdaq, USA, and London Stock Exchange (LSE), United Kingdom, and private companies (PE supported). At Nasdaq -- SmartDisk -- set retail focus, outsourced manufacturing, led international supply chain and established own and third party distribution centres. Established Web store in mid-2000s generating over $5-million in first year.

Chairman Haris Chaudhry, Australia

Assisted Davie Group founder take eCom Group from $10-million to over $300-million market cap in three years. Exited February, 2022. Created InnovaDerma PLC and grew it from scratch to over $17-million (U.S.) in annual revenues. Listed first on Euronext Paris and subsequently on LSE. Head of Asia-Pacific for Rocksoft Ltd., a public company and helped scale revenues and sold to ADIC for $87-million (Australian). Global head for Carbon Planet Ltd. (a public company in emissions management) and expanded partnerships and project base globally.

Chief marketing officer (CMO) Aaron Burton, USA

Extensive expertise in media buying spanning various disciplines, encompassing earned, paid and owned media, with a focus on search, social and e-mail strategies. Recognized as a strategic partner by Meta and Google in the realm of advertising. Led numerous e-commerce ventures, overseeing their growth and ultimately navigating successful exits, with values spanning from six to seven figures. Lead marketing consultant for Alterra Mountain Company, collectively boosting the bottom line for Mammoth Mountain, Palisades Tahoe and Big Bear Mountain-resulting in an annual revenue surpassing $10-million, through digital advertising efforts.

A more comprehensive new release will be made as the process progresses.

James Durward, president, commented: "Despite the significant advances we have made with our AI/machine-learning mental health platform, the current stock market valuation, in my opinion, does not reflect the underlying value of our technology. Just being a public company consumes significant resources and I believe NDAT's resources would be better applied on growing the business. The anticipated transaction allows for the shareholders to benefit from an interest in a growing, profitable business while maintaining their pro-rata interest in the mental health assets that would benefit from a more efficient use of capital. I also believe that the corporation's mental health platform could attract a better valuation as a private company while keeping open the option to return to the public markets in the future."

We seek Safe Harbor.