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

Executive Summary

• Matador Technologies announced an amended secured convertible note facility with ATW Partners, authorizing up to US$100 million of notes, with an initial US$10.5 million tranche now signed.
• Proceeds will be used exclusively to purchase Bitcoin, supporting the company’s goal to acquire up to 1,000 BTC by 2026 and increase Bitcoin‑per‑share (BPS).
• The notes carry an 8% annual interest rate (reducing to 5% after a U.S. uplisting) with various conversion features, special interest payments, and are secured by Bitcoin collateral.

Key Details

• Facility Size & Structure
• Total aggregate principal amount: US$100 million.
• Initial Closing tranche: US$10.5 million.
• Follow‑on drawdowns available up to an additional US$89.5 million, subject to regulatory approvals and a registration rights agreement.

• Investor may require issuance of up to US$46.25 million prior to uplisting and an additional US$28.75 million post‑uplisting (total US$75 million) without further Company approvals.

• Interest & Fees

• Base interest: 8% per annum, scaling down to 5% after delisting from TSX‑Venture and successful NASDAQ/NYSE uplisting.
• Default interest rate: 18% per annum upon event of default.
• Commitment fee payable to Investor: 5% of the purchase price of all notes sold.

• Special Interest (Initial Closing) – contingent on uplisting outcome, ranging from 25%–50% of principal (less deductions), payable in cash or added to principal per detailed schedule.

• Conversion Terms

• Principal convertible into common shares at the closing price immediately prior to the news release announcing each tranche’s closing.
• Post‑uplisting conversion price: lower of 125% of closing sale price or 90% of the lowest VWAP over the five trading days preceding conversion notice.

• Interest and late charges convertible at the lowest TSX‑Venture permitted price pre‑uplist, then similarly limited post‑uplist.

• Collateral

• Notes are senior secured debt, collateralized by Bitcoin:

  • Initial Closing – 150% of principal amount in Bitcoin.
  • Subsequent closings – 100% of principal amount in Bitcoin.

• Placement Agent Compensation

• Placement agent (Joseph Gunnar & Co., LLC) receives for the Initial Closing:
  • Cash placement fee: US$525,000.
  • Capital markets advisory fee: US$262,500.
  • 992,104 broker warrants, each exercisable into one common share at US$0.529178304 (CAD $0.72) for five years.

• For later closings: 5% cash placement fee on net proceeds.

• Use of Proceeds

• 100% allocated to purchase Bitcoin for the Company’s balance sheet, advancing the target of up to 1,000 BTC by 2026 and increasing BPS.

• Maturity

• Notes mature 25 months after issuance; principal, accrued interest, and any late charges payable in cash unless converted.

• Regulatory & Listing Conditions

• All notes issued outside Canada under OSC Rule 72‑503 – no statutory hold period.
• Conversion and redemption subject to TSX‑Venture approvals until uplisting occurs.

Notable Quotes

“This financing marks a significant step toward our long‑term Bitcoin accumulation plan… limiting near‑term dilution and staying aligned with our overall capital strategy.” – Deven Soni, CEO

“Bitcoin remains foundational to both our operating model and treasury approach… underscores sustained institutional interest in our strategy.” – Mark Moss, Chief Visionary Officer