nDatalyze Corp. enters a Non-Binding Memorandum of Understanding with an Alberta-based mining company.

(TheNewswire)

Calgary, AB – February 18, 2026 - TheNewswire – nDatalyze Corp. (CSE:NDAT) (the “Company”) announces that on February 18, 2026 itentered a Non-Binding Memorandum of Understanding (“MOU”) with PRISM Diversified Ltd. (“PRISM”). TheMOU is expected to lead to a Definitive Agreement on or before March15, 2026, with the ultimate transaction constituting a change ofbusiness and reverse takeover (the “Transaction”). The Transactionwill be subject to Canadian Securities Exchange and shareholderapproval.

PRISM is an Alberta-based mine-to-metals producer that will leverage Alberta’slow-cost natural gas, carbon sequestration infrastructure, hydrogenexpertise and industrial workforce to produce lower-emissions steelproduction and critical minerals. The PRISMwebsite is at https://www.prismdiversified.com/

Salient points of the MOU are:

1. a)between the signing of aDefinitive Agreement and August 15, 2026, the Company will conduct a$1,600,000 subscriptionreceipt (“SR”) financing, at $0.10 per SR, with each SRexchangeable for one NDAT common share without additional payment,(the “Financing”) at closing of the Transaction. The Financingwill be arranged by PRISM and/or its agents. Asat February 18, 2026 the Financing has not been arranged and asubsequent news release will be made once it has beenarranged, 

2. b)the Definitive Agreement willprovide for, at RTO Closing, all NDAT assets, tangible 

(with the exception of $50,000.00) and intangible(including IP, technology and databases), being spun out to thepre-MOU Company shareholders,

1. c)PRISM may elect to use theirlegal/accounting/third-party Trust professionals to handle 

RTO-related documentation or, if Company professionalsare used, PRISM will pay the

related RTO-related expenses via non-refundabledeposits,

1. d)the Definitive Agreement willinclude a bilateral $50,000 “break fee” whereby the 

terminating party will be responsible for all costsincurred by the other party prior to the termination plus a $50,000break fee,

1. a)post-Financing, the Companyshareholders that were shareholders as at February 17, 2026 willcollectively own 10% of the resulting issuer. 

For Further Information, pleasecontact:

Jim Durward, President, CEO/CTO

Email: jimd@ndatalyze.com  

Tel: (403) 689-3901

nDatalyze Website: https://www.ndatalyze.com      

Neither the Canadian Securities Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the Canadian Securities Exchange) accepts responsibility for theadequacy or accuracy of this release. This news release does notconstitute an offer to sell or a solicitation of an offer to sell anyof the securities in the United States. The securities have not beenand will not be registered under the United States Securities Act of1933, as amended (the "U.S. Securities Act") or any statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available. The information in this news releaseincludes certain information and statements about management'sview of future events, expectations, plans and prospects thatconstitute forward looking statements. These statements are based uponassumptions that are subject to significant risks and uncertainties.Because of these risks and uncertainties and as a result of a varietyof factors, the actual results, expectations, achievements orperformance may differ materially from those anticipated and indicatedby these forward-looking statements. Any number of factors could causeactual results to differ materially from these forward-lookingstatements as well as future results. Although the Corporationbelieves that the expectations reflected in forward looking statementsare reasonable, it can give no assurances that the expectations of anyforward-looking statements will prove to be correct. Except asrequired by law, the Corporation disclaims any intention and assumesno obligation to update or revise any forward-looking statements toreflect actual results, whether as a result of new information, futureevents, changes in assumptions, changes in factors affecting suchforward-looking statements or otherwise.

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