Matador Technologies Inc. Announces Updated Terms of USD$100 Million Convertible Note Facility to Expand Bitcoin Holdings

Executive Summary

• Matador Technologies amended its USD 100 million convertible note facility with ATW Partners, executing an initial USD 10.5 million tranche.
• Proceeds are earmarked exclusively for purchasing Bitcoin to accelerate the company’s target of 1,000 BTC by 2026 and 6,000 BTC by 2027.
• The notes carry 8% interest (scaling to 5% after a U.S. uplisting), include a 5% commitment fee, and are secured by Bitcoin collateral; placement agent fees and broker warrants were also disclosed.

Key Details

• Facility Size: Up to USD 100 million total principal.
• Initial Tranche: USD 10.5 million closed on November 3 2025.
• Follow‑on Availability: Additional USD 89.5 million subject to regulatory approvals and a registration rights agreement.
• Investor Drawdown Rights:
• Up to USD 46.25 million prior to Uplisting, plus up to USD 28.75 million after Uplisting (total USD 75 million) without further Company approvals.
• Interest Rates:
• 8% per annum initially; reduces to 5% after delisting from TSXV and successful NASDAQ/NYSE uplisting.
• Default interest escalates to 18% per annum.
• Commitment Fee: 5% of the purchase price paid in cash to ATW Partners.
• Special Interest: Additional cash payments based on Uplisting outcome (25% or 50% of principal, with tiered accruals).
• Conversion Terms:
• Principal convertible into up to 19,842,083 common shares at the closing price immediately prior to tranche announcement, or alternative formulas post‑Uplisting (lower of 125% of closing sale price or 90% VWAP over five days).
• Interest and late charges may also be converted under similar pricing rules.
• Maturity: 25 months from each issuance date.
• Collateral: Bitcoin securing the notes – 150% of principal for Initial Closing, 100% for subsequent closings.
• Placement Agent (Joseph Gunnar & Co., LLC):
• Initial Closing fees: USD 525,000 placement fee + USD 262,500 advisory fee.
• Issuance of 992,104 broker warrants (exercisable at USD 0.529178304 per share for five years).
• Subsequent closings: 5% cash placement fee on net proceeds.
• Use of Proceeds: Solely to purchase Bitcoin for the Company’s balance sheet, supporting long‑term BTC accumulation plan (1,000 BTC by 2026; 6,000 BTC by 2027).

Notable Quotes

• Deven Soni, CEO: “This financing marks a significant step toward our long‑term Bitcoin accumulation plan… expands our Bitcoin position while limiting near‑term dilution.”
• Mark Moss, Chief Visionary Officer: “Bitcoin remains foundational to both our operating model and treasury approach. This structure advances our goal of increasing Bitcoin per share…”