nDatalyze Corp. announces Binding Memorandum of Understanding related to the proposed acquisition of a food importation and distribution business.

(TheNewswire)

Calgary, Alberta, August 5, 2025 – TheNewswire - nDatalyze Corp. NDAT (“NDAT” or the“Company”) is pleased to announce that on August 1, 2025 it enteredinto a Binding Memorandum of Understanding(“MOU”) to acquire all of the issued andoutstanding common shares of a Vancouver-based private companyoperating an international food import and distribution business(“FoodCo”). The parties are working toexecute a Definitive Agreement (“DA”) and close the contemplatedreverse takeover ((RTO”) as soon as practically possible. The RTOwould result in the current FoodCo shareholders exchanging 100% of theissued and outstanding FoodCo Shares for NDAT common voting shares.The transaction also contemplates NDAT conducting a private placementof between $300,000 and $1,000,000 Canadian Dollars whereby each$0.019 subscribed for will constitute a Subscription Receipt(“SR”), with each SR exchangeable into one NDAT common share atClosing. FoodCo is to facilitate the placement. All non-affiliated PPcommon shares will be subject to a four-month sale restrictionstarting from the actual Closing date. Proceeds from the SRs will beheld by a third-party Transfer Agent and released subject to thefollowing terms and conditions:

a) In the event of theTransaction Closing, all funds are released to NDAT immediately afterClosing. In the event the transaction does NOT Close, NDAT shall beentitled to receive from the Subscription Receipt escrow funds anamount equal to NDAT’s actual, documented, paid-plus-accruedTransaction-related costs (“TRCs”), up to a maximumof CDN$100,000 with the balance of the Subscription Receipt escrowfunds refunded pro rata to the Subscription Receiptsubscribers;

b) No Shares Issued in the Eventof Non-Closing: if the transaction does notClose, no NDAT common shares will be issued in exchange for anySubscription Receipts and that NDAT will have no obligation to issueany shares in any way related to the Transaction;

c) the Parties agree that if theTransaction does not Close, NDAT will be responsible for all TRCcosts in excess of $100,000.

Other Conditions:

Technology Spin-Out: FoodCounderstands and agrees that as part of the transaction NDAT willtransfer all of its Intellectual Property, mental health-relatedassets, operations, and all cash except the post-Transaction Costs PPproceeds plus $50,000, to its wholly-owned subsidiary, whereafter thesubsidiary shares will be distributed on a pro-rata basis to thoseNDAT shareholders who were NDAT shareholders prior to the PP.

Expected post-transaction percentages and outstandingshares: Immediately after the RTO closing NDAT will have 295,584,493common voting shares outstanding that will be held as follows:

Pre-private placement NDAT shareholders – 13.98%(41,327,425 common shares)

Private Placement shareholders (unaffiliated) –between 5.34% and 17.81% (15,789,474 and 52,631,579 commonshares)

Finder’s Fee persons (unaffiliated) – .68%(2,000,000 common shares)

FoodCo insider shareholders –67.54% and 80.00%(between 199,625,489 and 236,467,596 common shares (escrowed))

Existing NDAT Directors and Officers share purchaseoptions: FoodCo understands that there arecertain NDAT Directors/Officers/Consultants share purchase options(“Options”) outstanding and that the Options will stay in placeuntil exercised or expire in accordance with the terms of the NDATStock Option Plan. For clarity, all unexercisedoptions shall terminate after 90 days of the Closing of theTransaction.

Post-Closing Board of Directors and Officers:At Closing, all current NDAT Directors and Officerswill resign and FoodCo nominees will account for 100% of the newmembers of NDAT’s post-Closing Board of Directors and Officers.Directors and Officers will be subject to Regulatory and/or CSEacceptance/approval.

Finder’s Fee: For arranging the introduction andfacilitating the Transaction, as soon as practically possible afterthe Closing, NDAT will issue 2,000,000 common shares to the Finder.Finder’s Fee shares will be subject to a four month holdperiod.

Binding Effect and Definitive Agreement: This MOU is intended as a binding expression of the mutualunderstanding of the Parties with respect to the proposed Transaction.The Parties acknowledge and agree that the terms and conditions of theproposed Transaction shall be subject to the execution of a formal,definitive agreement, which, once executed, shall supersede andreplace this MOU in its entirety.

Regulatory Matters and Exchange Filings: NDAT andFoodCo accept that the proposed transaction is subject to theacceptance and approval of the Canadian Securities Exchange(“CSE”). The Parties agree that NDAT’s legal counsel shall haveprimary carriage of all correspondence, filings, and regulatorysubmissions to the CSE and other applicable securities regulators inconnection with the Transaction and related matters, including thelisting of any securities issued upon completion. FoodCo agrees toprovide all supporting documentation, financial and corporateinformation, and timely assistance as reasonably requested by NDAT’scounsel in connection with such filings and applications. NDAT’scounsel shall keep both Parties informed and shall circulate draftmaterials in advance for review and comment, but final control overcontent, structure, and timing of regulatory submissions shall restwith NDAT and its legal counsel.

Selected Financial
Information

FoodCo is currently preparing audited financial
statements which will be included in the information circular in
connection with the proposed transaction. Following is select
UNAUDITED financial information provided by FoodCo:

Further details will be provided from the DA in a
future news release.

Trading Halt: Management expects that the Company’s
common shares will remain halted until the Transaction has closed or
is abandoned.

For further information, contact:

Jim Durward, President and Chief
Executive Officer

PH: (403) 689-3901

EM: jimd@ndatalyze.com

Disclosure          

Completion of the transaction issubject to a number of conditions, including but not limited to, CSEacceptance and, shareholder approval. Where applicable, thetransaction cannot close until the required shareholder approval isobtained. There can be no assurance that the transaction will becompleted as proposed or at all. The CSE has in no way passed upon themerits of the proposed transaction and has neither approved nordisapproved the contents of this news release.

This press release containsforward-looking information within the meaning of Canadian securitieslaws. Such information includes, without limitation, informationregarding the completion of the proposed acquisition of FoodCo and theFinancing; and the anticipated business plan of the resulting issuersubsequent to completion of the transactions described herein.Although the Company believes that such information is reasonable, itcan give no assurance that such expectations will prove to be correct.Information disclosed herein regarding the Company is provided by theCompany. Information disclosed herein regarding FoodCo is provided byFoodCo. The parties have not verified the information provided by theother parties.

Forward looking information istypically identified by words such as: believe, expect, anticipate,intend, estimate, forecast, postulate and similar expressions, or arethose, which, by their nature, refer to future events. NDAT cautionsinvestors that any forward-looking information provided by NDAT are not guarantees offuture results or performance, and that actual results may differmaterially from those in forward looking information as a result ofvarious factors, including, but not limited to NDAT's ability tocomplete the proposed transaction; the state of the financial marketsfor NDAT’s equity securities; recent market volatility; NDAT’sability to raise the necessary capital or to be fully able toimplement its business strategies; and other risks and factors thatNDAT is unaware of at this time. The reader is referred to NDAT’spage on SEDAR+ at www.sedarplus.ca.

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