Mr. Jim Durward reports

NDATALYZE CORP. ENTERS A BINDING BUSINESS COMBINATION AGREEMENT WITH PRISM DIVERSIFIED LTD.

Ndatalyze Corp., on May 15, 2026, entered a definitive agreement (DA) with Prism Diversified Ltd., an arm's-length party. The DA contemplates a change of business and reverse takeover that will be subject to Canadian Securities Exchange and shareholder approval.

Prism is an Alberta-based mine-to-metals producer, the Clear Hills resource of which, as described in its National Instrument 43-101 technical resource report, with a recent mineral resource statement dated Feb. 20, 2026, contains 149 million tonnes of contained iron and 903,594 tonnes of contained vanadium pentoxide. Prism has recently closed a $400,000 private placement and the DA envisions a further $1.6-million of financing to advance the project.

Salient points of the BCA are:

1. Between the signing of the DA and Sept. 15, 2026, the company will conduct a $1.6-million subscription receipt (SR) financing, at 10 cents per SR, with each SR exchangeable for one Ndatalyze common share without additional payment, at closing of the transaction. The financing will be arranged by Prism and/or its agents.
2. The DA provides for, at RTO closing, all Ndatalyze assets, tangible (with the exception of $30,000) and intangible (including IP (intellectual property), technology and databases), being spun out to the pre-DA company shareholders.
3. Prism may elect to use its legal/accounting/third party trust professionals to handle RTO-related documentation or, if company professionals are used, Prism will pay the related RTO-related expenses.
4. The DA includes a bilateral $50,000 break fee, whereby the terminating party will be responsible for all costs incurred by the other party prior to the termination plus a $50,000 break fee.
5. Postfinancing, the company shareholders that were shareholders as at May 15, 2026, will collectively own approximately 9.6 per cent of the resulting issuer.

Ndatalyze stock is expected to remain halted from trading for a fundamental change as per Canadian Securities Exchange Policy 8.

We seek Safe Harbor.