Mr. Jim Durward reports

NDATALYZE CORP. ("NDAT" OR THE "CORPORATION") (CSE:NDAT) (OTCQB:NDATF) COMPLETES ITS DUE-DILIGENCE RELATED TO THE PREVIOUSLY-ANNOUNCED REVERSE TAKEOVER ("RTO")

Ndatalyze Corp. has noted that both parties have satisfactorily completed their due diligence related to the proposed RTO (reverse takeover) that was originally announced on Dec. 27, 2024. The original letter of intent (LOI) has been revised and has been signed by both parties. Following are the essential aspects of the revised LOI:

1. The original LOI involved the corporation and Ameresco Holding LLC (AHL) but the revised LOI is between Thrive Tech Holdings Inc. (TTH), a United States-based company that now owns 100 per cent of AHL.
2. Replacement of all of the corporation's board of directors and officers.
3. The spinout of the corporation's mental health assets, operations and all cash except $110,000 to a private company owned solely by the pre-RTO Ndatalyze shareholders on a pro-rata basis (for clarity, if a shareholder owns 1 per cent of Ndatalyze, that shareholder would own 1 per cent of the private company that holds the mental health assets, operations and approximately $400,000 cash).
4. The issuance of approximately 253.7 million Ndatalyze common voting shares meaning that the posttransaction issued and outstanding Ndatalyze common shares would be approximately 295 million shares of which the pre-transaction NDAT shareholders would own approximately 41,300,000 shares (approximately 14 per cent) of the posttransaction entity equity. No Ndatalyze share consolidation is planned at this time. Posttransaction, the spunout private company holding the mental health assets, operations and cash would be completely separate from Ndatalyze with no posttransaction intercompany obligations or liabilities.
5. The change of business, control and possibly name requires approval of both the Ndatalyze and TTH shareholders and the applicable regulatory bodies including the Canadian Securities Exchange.

The main difference between the original LOI and the revised LOI is the amount of cash that the corporation is providing in furtherance of the transaction, that is an increase from $70,000 to $110,000. Each party will pay 50 per cent of the RTO costs with Ndatalyze contributing a maximum of $110,000. The corporation's lawyer has been instructed to begin the process that will include a formal agreement that the parties expect to execute as soon as practically possible.

About Thrive Tech Holdings Inc. (TTH)

TTH, through its wholly owned AHL subsidiary, buys, operates and sells established Internet-based brands. Unaudited financial statements for the period of October, 2023, to November, 2024, and at a Canadian dollar/United States dollar exchange rate of 1.40, show approximately $3.1-million in revenue with approximately $560,000 in net profit. TTH/AHL management includes those outlined below.

CEO -- Evan Rucolo, U.S. -- Assisted Davie Group founder took eCom Group from $10-million market cap to $300-million-plus in three years. Exited February, 2022. Double master with an MBA 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.

CFO -- Peter Quinn, United Kingdom -- Assisted Davie Group founder took eCom Group from $10-million to $300-million-plus market cap providing financial and operational advice. Exited May, 2022. MA (finance) ACMA CGMA, AICPA. C level executive, international businesses, Nasdaq, U.S., and LSE (London Stock Exchange), 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 mid 2000s generating $5-million-plus in first year.

Chairman -- Haris Chaudhry, Australia -- Assisted Davie Group founder took eCom Group from $10-million to $300-million-plus 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-Pac 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 -- Aaron Burton, U.S. -- 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-plus, through digital advertising efforts.

We seek Safe Harbor.