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

Key Highlights

Strategic Capitalization: Matador has amended the terms of its previously announced USD$100 million convertible note facility with ATW Partners, with an initial USD$10.5 million tranche signed.
Exclusive Use of Proceeds: Capital will be used solely to purchase Bitcoin to drive Bitcoin-per-share (BPS) growth.
Institutional Partnership: ATW is a leading U.S.-based institutional investor focused on innovative growth-stage financing.
Scalable Structure: Convertible note structure allows for equity-aligned funding without immediate dilution, with conversions based on prevailing market prices.
Accelerates Treasury Plan: Supports Matador’s roadmap to acquire up to 1,000 BTC on or before 2026 and 6,000 BTC on or before 2027, targeting a top 20 global corporate holder position.

TORONTO, Nov. 03, 2025 (GLOBE NEWSWIRE) -- Matador Technologies Inc. (TSXV:MATA, OTCQB:MATAF, FSE:IU3) (“Matador” or the “Company”), the Bitcoin Ecosystem Company, is pleased to announce that it has entered into an amended secured convertible note facility (the “Facility”) with ATW Partners (the “Investor”) dated as of November 3, 2025 (the "Amended Agreement"), pursuant to which the Company may issue convertible notes ("Notes") in the aggregate principal amount of up to USD$100,000,000. The Amended Agreement amends certain terms and conditions of the previous agreement governing the proposed Facility which was entered into between the Company and the Investor dated July 22, 2025.

The Facility will be used exclusively to purchase Bitcoin for Matador’s balance sheet. The initial tranche under the Facility totals USD$10.5 million (the “Initial Closing”), with an additional USD$89.5 million available in follow-on drawdowns, subject to the receipt of all regulatory approvals and other specified conditions including the execution of a registration rights agreement with the Investor. The Investor can require the Company to issue additional Notes in the aggregate principal amount of up to USD$46,250,000 prior to the Uplisting (as defined below), plus up to an additional USD$28,750,000 (for an aggregate of USD$75,000,000) following the Uplisting, without further approvals of the Company, all subject to the terms of the Notes. All other additional closings shall be as mutually agreed upon by the Company and the Investor. The Company shall pay the Investor in cash a commitment fee equal to 5% of the applicable purchase price of all Notes sold (the "Commitment Fee").

Deven Soni, Chief Executive Officer of Matador Technologies, stated:

“This financing marks a significant step toward our long-term Bitcoin accumulation plan. It equips the Company with capital to expand our Bitcoin position while limiting near-term dilution and staying aligned with our overall capital strategy.”

Mark Moss, Chief Visionary Officer of Matador Technologies, noted:

“Bitcoin remains foundational to both our operating model and treasury approach. This structure advances our goal of increasing Bitcoin per share and underscores sustained institutional interest in our strategy.”

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 ~1% of Bitcoin’s total supply and ranking among the top 20 corporate holders globally

The Notes issuable under the terms of the Facility will bear interest at a rate of 8% per annum, which will scale down to 5% per annum following the delisting of Matador from the TSX Venture Exchange (the "TSXV") and the successful listing of Matador on the NASDAQ or NYSE (collectively, the "Uplisting"). The foregoing interest rates payable under the Notes shall increase to 18% per annum if an event of default occurs under the Notes.

In addition, the Company will pay additional special interest ("Special Interest") on the Notes issued in the Initial Closing, in cash, on the first to occur of (i) the maturity date of such Notes; (ii) the occurrence of a bankruptcy event of default as specified in the Notes; or (iii) a specified redemption in accordance with the terms of the Notes (the "Special Interest Payment Date"), all in accordance with the terms of the Notes. The Special Interest payment shall be equal to (i) in the event that the Uplisting fails to occur prior to the earlier of the Special Interest Payment Date and the 12 month anniversary of the date of issuance of such Notes, (I) an amount equal to 50% of the principal amount of the Notes (less regular interest and the Commitment Fee paid in respect of such Notes and certain other deductions in the event of conversion (the "Special Interest Deductions")) which shall be accrued in year one of the term of such Notes (the "Special Interest Default Payment"); and (II) an amount equal to the difference between (A) 50% of the principal amount of the Notes (less the Special Interest Deductions) which shall be accrued in year two of the term of such Notes; and (B) the Special Interest Default Payment; or (ii) in the event that the Uplisting occurs prior to the earlier of the Special Interest Payment Date and the 12 month anniversary of the date of issuance of such Notes, (I) an amount equal to 25% of the principal amount of the Notes (less the Special Interest Deductions) which shall be accrued in year one of the term of the Notes (the "Special Interest Success Payment"); and (II) an amount equal to the difference between (A) 25% of the principal amount of the Notes (less the Special Interest Deductions) which shall be accrued in year two of the term of such Notes; and (B) the Special Interest Success Payment.

Notwithstanding the foregoing, at all times that the common shares of the Company ("Common Shares") are listed on the TSXV, the maximum amount of interest (including Special Interest) and Commitment Fees payable by the Company pursuant to the Facility shall not exceed 24% of the principal amount of the Notes per annum.

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 TSXV.

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 TSXV. A maximum of 19,842,083 Common Shares are issuable upon conversion of the principal amount owning under the Notes of the Initial Closing. The conversion price of the principal amount owing under the Notes will vary depending on the Company’s listing status:

the principal amount of the Notes will be convertible into Common Shares at the closing price immediately prior to the related news release announcing the closing of the applicable tranche of Notes; or
Upon completion of the Uplisting, the holder of the Notes may opt for the Notes to convert at an alternative conversion price equal to the lower of:
- 125% of the closing sale price on the applicable closing date, and
- 90% of the lowest volume weighted average price ("VWAP") of the Common Shares over the five (5) consecutive trading days prior to the notice of conversion.

The conversion price of interest and applicable late charges owing under the Notes shall be either (i) the lowest price permitted by the TSXV, prior to the Uplisting; and (ii) from and after the Uplisting, that price which shall be the lower of (a) the applicable conversion price in effect, and (b) 90% of the lowest VWAP of the Common Shares during the five consecutive trading days.

All principal, accrued and unpaid interest and any applicable late charges due under the Notes and not otherwise paid or converted into Common Shares will be payable by the Company in cash on the maturity date of the Notes which shall be 25 months following the applicable issuance date thereof.

The holder of the Notes may require the Company to redeem in cash all amounts owing under the Notes upon the occurrence of a specified event of default. Additional penalties and late charges also apply in certain specified circumstances in accordance with the terms of the Notes and the other related transaction documents.

The Notes shall be senior to all other indebtedness of the Company and its subsidiaries, and shall be secured by collateral consisting of Bitcoin in an amount equal to (i) 150% of the principal amount of the Notes issued in the Initial Closing; and (ii) 100% of the principal amount of the Notes issued in each subsequent closing. As it relates to the Initial Closing, the conversion price will be USD$0.529178304 (CAD$0.72) per Common Share.

The Amended Agreement and related transaction documents contain other standard representations, warranties and covenants, including certain standstill and participation rights.

The Notes, and the Common Shares issuable upon conversion, will be 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 will receive a placement fee of USD$525,000, a capital markets advisory fee of USD$262,500, and 992,104 broker warrants (the "Broker Warrants"). Each Broker Warrant is exercisable into one Common Share at USD$0.529178304 (CAD$0.72) for a period of five years from the date the Notes are issued under the Initial Closing. For any subsequent closings, the placement agent will receive a 5% cash placement fee on the net proceeds received by the Company.

For additional details of the Facility, please refer to the Company's press release dated July 23, 2025, available on SEDAR+ at www.sedarplus.ca.

For additional information, please contact:

Media Contact:
Deven Soni
Chief Executive Officer
Email: deven@matador.network

Phone: 647-496-6282

About Matador Technologies Inc.
Matador Technologies Inc. (TSXV:MATA, OTCQB:MATAF, FSE:IU3) 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% 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.

Visit us online at https://www.matador.network/.

Cautionary Statement Regarding Forward-Looking Information

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws. All statements that are not historical facts are forward-looking statements, including, without limitation: (i) statements regarding the structure, terms, and anticipated benefits of the Facility; (ii) expectations relating to the timing and completion of the initial USD$10.5 million tranche and subsequent drawdowns, upon terms as presently proposed or at all; (iii) the use of proceeds from the Facility for purchasing Bitcoin; (iv) the Company’s ability to meet its Bitcoin accumulation targets, including 1,000 BTC on or before 2026; (vi) the Company’s plans and timing for a potential NASDAQ or NYSE listing and delisting from the TSXV; (vii) the anticipated effects of uplisting on visibility, liquidity, capital access, and interest rate reductions under the Facility; and (viii) receipt of all applicable regulatory approvals, including the final approval of the TSXV with respect to the Facility and future drawdowns thereunder.

Forward-looking information is based on management’s reasonable assumptions at the time such statements are made, including assumptions regarding market conditions, the price and availability of Bitcoin, regulatory and stock exchange approvals, and the Company’s ability to execute its strategic plans and secure additional capital on acceptable terms.

Forward-looking statements are subject to various risks and uncertainties, including: fluctuations in Bitcoin price and trading volume; availability and terms of financing; satisfaction of conditions related to future drawdowns under the Facility; the impact of potential penalties and payments under the Facility on the liquidity and future prospectus of the Company; potential risks associated with the Company committing an event of default under the Facility and the potential implications thereof; regulatory risk; changes in the Company’s business model or execution plans; and the potential that the Company will not receive final regulatory approval of the Facility or any individual drawdown or conversion thereunder, and risks that the Company may not or successfully uplist to a senior U.S. stock exchange. There can be no assurance that the Company will meet its BTC accumulation targets, receive any applicable regulatory approvals, complete any tranches of the Facility, or achieve its broader strategic objectives within the projected timelines or at all.

Forward-looking statements are provided to offer information about management’s current expectations and plans and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such forward-looking information. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

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