Mr. Donato Sferra reports

MATADOR TECHNOLOGIES AMENDS CONVERTIBLE NOTE FACILITY TO EXPAND AT THE MARKET CAPACITY AND COMMIT A FIXED SHARE OF PROCEEDS TO BITCOIN

Matador Technologies Inc. has entered into amendment No. 2 to its amended and restated securities purchase agreement (SPA) dated Nov. 7, 2025, as amended by a waiver and amendment agreement dated Feb. 3, 2026, with an affiliate of a United States-based institutional investor. The SPA governs the company's $100-million (U.S.) secured convertible note facility, under which the company may issue up to $100-million (U.S.) of senior convertible notes.

Amendment to the convertible note facility

The amendment amends the definition of "permitted ATM" (at the market) in the SPA, which governs when the company may conduct an at the market offering of its common shares while notes remain outstanding. Prior to the amendment, such an offering was permitted where the sale price of common shares exceeded the greater of 150 per cent of the highest conversion price then in effect in respect of any outstanding notes and $1 (U.S.) per share, the aggregate purchase price for sales thereunder did not exceed $10-million (U.S.) and the volume of common shares issued represented less than 5 per cent of the trading volume of the common shares on any trading day. Those conditions remain available to the company and are unchanged by the amendment.

The amendment adds a second and alternative basis on which an at the market offering will qualify as a permitted ATM. Solely prior to the date on which the company completes an uplisting of its common shares to a senior United States stock exchange, an offering will qualify where: (i) it is effected pursuant to a base shelf prospectus, prospectus supplement or similar prospectus based offering document filed with the applicable securities regulatory authorities in one or more provinces or territories of Canada only; and (ii) an amount equal to 10 percent of the net proceeds of each sale of common shares thereunder, after deduction of agents' commissions and fees payable in respect of such sale, is applied by the company to purchase bitcoin. There is no limit on the aggregate gross proceeds that may be raised under this alternative, and no restriction on the number of successive or concurrent at the market offerings or distribution agreements that may be effected, for so long as any notes remain outstanding.

Bitcoin purchased with those proceeds will be deposited into the fully controlled account maintained under the security agreement entered into in connection with the facility, as additional bitcoin collateral, within five business days following the end of the calendar month in which the relevant sale settled. Such bitcoin will constitute control collateral for all purposes of the transaction documents and will be subject to the release provisions of the security agreement on the same basis as all other control collateral. The amendment further requires the company, upon written request from the investor, to deliver within five business days a notice setting out the net proceeds of all permitted at the market transactions completed during the calendar month specified, the purchase price and number of units of bitcoin acquired with those proceeds and confirmation of the deposit of that bitcoin as additional bitcoin collateral.

Except for the amendments described above, all provisions of the SPA and the other transaction documents remain in full force and effect. The amendment has received the conditional approval of the TSX Venture Exchange and a copy of the amendment will be filed under the company's profile on SEDAR+.

Effect on the company's ATM program

The company's at-the-market equity program, established pursuant to an equity distribution agreement with ATB Cormark Capital Markets announced on Feb. 3, 2026, permits the company to offer and sell common shares for aggregate gross proceeds of up to $30-million (Canadian) at prevailing market prices on the TSX Venture Exchange and operates under the company's $80-million (Canadian) base shelf prospectus, in respect of which the Ontario Securities Commission issued a final receipt on Dec. 22, 2025. The amendment does not itself increase the size of the ATM program or of the base shelf prospectus. Its effect is to remove a constraint under the facility that would otherwise have limited the company's ability to draw on that existing capacity, and to preserve the company's ability to establish successive or concurrent at the market offerings or distribution agreements while notes remain outstanding. The company retains complete discretion over the timing and volume of any sales under the ATM program.

Bitcoin accumulation and strategic context

Matador's treasury strategy is built on regular and programmatic accumulation of bitcoin rather than episodic purchasing and the amendment embeds that discipline in the company's financing arrangements. For so long as the company relies on the alternative described above, a fixed 10 per cent of the net proceeds of every qualifying sale of common shares is contractually committed to the purchase of bitcoin, on a monthly settlement cycle, irrespective of the prevailing price of bitcoin. That allocation is a contractual minimum applied to qualifying proceeds and is not a ceiling on the company's bitcoin purchasing.

Taken together with the $80-million (Canadian) base shelf prospectus and the $30-million (Canadian) ATM program, the facility affords Matador a broader financing framework with which to accumulate bitcoin in a cost-efficient manner and manage its cost of capital through disciplined, market responsive issuance. Matador may, from time to time, allocate available capital toward bitcoin purchases or other corporate purposes, depending on market conditions, regulatory requirements, the company's financial position and other factors. Other than the contractual allocation described in this news release, there can be no assurance as to the amount or timing of any future bitcoin purchases or other capital allocation decisions.

About Matador Technologies Inc.

Matador Technologies 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 digital asset treasury management, with active participation across blockchain and digital assets infrastructure, all with a focus on disciplined capital allocation and cost-efficient treasury management.

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.

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