Matador closes first tranche of note facility with ATW

Mr. Deven Soni reports MATADOR TECHNOLOGIES INC. ANNOUNCES CLOSING OF CONVERTIBLE NOTE FACILITY TO EXPAND BITCOIN HOLDINGS Matador Technologies Inc. has closed the first tranche of its previously announced secured convertible note facility with ATW Partners, pursuant to which it has issued convertible notes in the aggregate principal amount of $10.5-million (U.S.). The facility will be used exclusively to purchase bitcoin for Matador's balance sheet. An additional $89.5-million (U.S.) remains available under the facility in follow-on drawdowns, subject to the receipt of all regulatory approvals and other specified conditions. This capital supports Matador's long-term BTC plan, including: Acquiring up to 1,000 BTC by 2026; Building to 6,000 BTC by 2027; Pursuing a long-term objective of holding approximately 1 per cent of bitcoin's total supply and ranking among the top-20 corporate holders globally. The notes issuable under the terms of the facility bear interest at a rate of 8 per cent per annum, which will scale down to 5 per cent per annum, following the delisting of Matador from the TSX Venture Exchange and the successful listing of Matador on Nasdaq or New York Stock Exchange, and are subject to certain other fees as disclosed in Matador's press release dated Nov. 3, 2025. The company may opt to satisfy the interest owing under the notes in cash, by adding it to the principal amount of the notes, or by converting it into common shares, or any combination thereof, in each case subject to the terms and conditions of the notes and the receipt of all applicable approvals of the TSX-V. All principal, interest and applicable late charges owing under the notes may be converted into common shares in accordance with the terms of the notes, subject to the receipt of all requisite approvals of the TSX-V. A maximum of 19,842,083 common shares are issuable upon conversion of the principal amount owning under the notes issued in the initial closing at a conversion price of 52.9178304 U.S. cents (72 Canadian cents) per share. The notes issued in the initial closing shall mature on Dec. 7, 2027. The notes, and the common shares issuable upon conversion, were issued outside of Canada pursuant to Ontario Securities Commission Rule 72-503 (Distributions Outside Canada) and, accordingly, will not be subject to any statutory hold period under Canadian securities laws. Joseph Gunnar & Co. LLC is acting as placement agent for the transaction. For the initial closing, the placement agent received a placement fee of $525,000 (U.S.), a capital market advisory fee of $262,500 (U.S.) and 992,104 broker warrants. Each broker warrant is exercisable into one common share at 52.9178304 U.S. cents (72 Canadian cents) for a period of five years from the date the notes are issued under the initial closing. The notes issued in the initial closing remain subject to the final approval of the TSX-V. For additional details of the facility, please refer to the company's press releases dated July 23, 2025, and Nov. 3, 2025, available on SEDAR+. About Matador Technologies Inc. Matador is a publicly traded bitcoin ecosystem company focused on holding bitcoin as its primary treasury asset and building products to enhance the bitcoin network. Matador's strategy combines strategic bitcoin accumulation, bitcoin-native product development and participation in digital asset infrastructure, with a focus on driving long-term shareholder value while maintaining capital efficiency. Matador has recently proposed to expand its global footprint by entering into an agreement to invest in Hodl Systems, one of India's first digital asset treasury companies, securing up to a 24-per-cent ownership stake. This investment strengthens Matador's position as a leading bitcoin treasury company and underscores its commitment to the worldwide adoption of bitcoin as a reserve asset. With a bitcoin-first strategy and a clear focus on innovation, Matador is shaping the future of financial infrastructure on bitcoin. We seek Safe Harbor.