Matador closes first tranche of note facility with ATW

Executive Summary

• Matador Technologies Inc. has closed the first tranche of its secured convertible note facility with ATW Partners, raising $10.5 million (U.S.) to purchase Bitcoin for its balance sheet.
• The total facility size is $100 million (U.S.), with an additional $89.5 million available for future drawdowns subject to regulatory approvals and conditions.
• The transaction includes specific interest terms, conversion mechanics, and warrant structures for the placement agent, supporting the company's long-term strategy to hold approximately 1% of Bitcoin's total supply.

Key Details

• Transaction Structure: Closed first tranche of secured convertible note facility with ATW Partners.
• Principal Amount: $10.5 million (U.S.) issued in the initial closing.
• Total Facility Size: $100 million (U.S.) total, with $89.5 million remaining available for follow-on drawdowns.
• Use of Proceeds: Exclusively to purchase Bitcoin for Matador's balance sheet.
• Interest Rate: 8% per annum, scaling down to 5% per annum following delisting from TSX Venture Exchange and successful listing on Nasdaq or NYSE.
• Interest Payment Options: Cash, added to principal, or converted into common shares (subject to TSX-V approvals).
• Maturity Date: December 7, 2027.
• Conversion Terms:
  • Maximum of 19,842,083 common shares issuable upon conversion of the initial principal.
  • Conversion Price: 52.9178304 U.S. cents (72 Canadian cents) per share.
• Placement Agent Fees (Joseph Gunnar & Co. LLC):
  • Placement Fee: $525,000 (U.S.).
  • Capital Market Advisory Fee: $262,500 (U.S.).
  • Broker Warrants: 992,104 warrants.
• Warrant Terms:
  • Each warrant exercisable into one common share.
  • Exercise Price: 52.9178304 U.S. cents (72 Canadian cents).
  • Term: Five years from the date of issuance.
• Regulatory Status: Issued outside of Canada pursuant to OSC Rule 72-503; no statutory hold period under Canadian securities laws. Subject to final TSX-V approval.
• Strategic Context: Supports long-term BTC plan to acquire up to 1,000 BTC by 2026, 6,000 BTC by 2027, and target ~1% of total Bitcoin supply.

Notable Quotes

• None explicitly quoted in the text provided.