Matador Technologies Amends Convertible Note Facility to Expand At the Market Capacity and Commit a Fixed Share of Proceeds to Bitcoin

Key Highlights

• Expanded Equity Capacity: Amendment No. 2 introduces an alternative permitted at the market framework under the Company's US$100 million secured convertible note facility with a US based institutional investor.

• Contractual Bitcoin Allocation: An amount equal to 10 percent of the net proceeds of every qualifying sale of common shares will be applied to purchase Bitcoin, deposited as additional Bitcoin collateral within five business days following the end of the calendar month in which the sale settled.

• Approval and Ratification: The Amendment has received the conditional approval of the TSX Venture Exchange. All other terms of the securities purchase agreement and the related transaction documents remain in full force and effect.

TORONTO, ON / ACCESS Newswire / August 17, 2026 / Matador Technologies Inc. ("Matador" or the "Company") (TSXV:MATA)(OTCQB:MATAF)(FSE:IU3), the Bitcoin Ecosystem Company, today announced that it has entered into Amendment No. 2 (the "Amendment") to its amended and restated securities purchase agreement dated November 7, 2025, as amended by a waiver and amendment agreement dated February 3, 2026 (the "SPA"), with an affiliate of a US based institutional investor (the "Investor"). The SPA governs the Company's US$100 million secured convertible note facility (the "Facility"), under which the Company may issue up to US$100,000,000 of senior convertible notes (the "Notes"). All dollar figures in this news release are stated in Canadian dollars unless otherwise indicated.

Amendment to the Convertible Note Facility

The Amendment amends the definition of "Permitted ATM" 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 percent of the highest conversion price then in effect in respect of any outstanding Notes and US$1.00 per share, the aggregate purchase price for sales thereunder did not exceed US$10 million, and the volume of common shares issued represented less than 5 percent 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+ at www.sedarplus.ca.

Effect on the Company's ATM Program

The Company's at the market equity program (the "ATM Program"), established pursuant to an equity distribution agreement with ATB Cormark Capital Markets announced on February 3, 2026, permits the Company to offer and sell common shares for aggregate gross proceeds of up to C$30 million at prevailing market prices on the TSX Venture Exchange, and operates under the Company's C$80 million base shelf prospectus, in respect of which the Ontario Securities Commission issued a final receipt on December 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 percent 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 C$80 million base shelf prospectus and the C$30 million ATM Program, the Facility affords Matador a broader funding 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.

Media Contact:

Donato Sferra
Chief Executive Officer
Email: donato@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 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% 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) the Company's intended utilization of at the market offerings under the amended Permitted ATM framework, including the timing, amount and pricing of any sales thereunder and the establishment of any successive or concurrent at the market offerings or distribution agreements; (ii) the application of an amount equal to 10 percent of the net proceeds of qualifying sales to the purchase of Bitcoin and the deposit of such Bitcoin as additional Bitcoin collateral under the Facility; (iii) the continued implementation of the Company's treasury management strategy; and (iv) the performance of the Company's Bitcoin accumulation and yield generation strategy.

Forward looking information is based on management's reasonable assumptions at the time such statements are made, including assumptions regarding: the Company's continued compliance with the covenants of the Facility; the continued effectiveness of the C$80 million base shelf prospectus through the 25 month period commencing December 22, 2025; the Company's continued compliance with the terms of the equity distribution agreement with ATB Cormark Capital Markets; prevailing market prices on the TSX Venture Exchange supporting discretionary issuances at acceptable levels; the price and liquidity of Bitcoin supporting the Company's planned acquisitions; and the prospective nature of Bitcoin accumulation.

Forward looking statements are subject to various risks and uncertainties, certain of which are beyond the control of the Company, including: potential risks associated with the Company committing an event of default under the Facility and the potential implications thereof, including the exercise of remedies by the Investor; dilution to existing shareholders resulting from the conversion of Notes or from issuances under the ATM Program; the risk that the alternative Permitted ATM framework ceases to be available upon an uplisting to a senior United States stock exchange; expectations relating to the timing and completion of sales under the ATM Program, if any, upon terms as presently proposed or at all, and the risk that market conditions, regulatory developments, or other factors may limit the Company's ability or willingness to issue securities under the ATM Program or the base shelf prospectus; the use of proceeds raised pursuant to the ATM Program, if any; fluctuations in Bitcoin price and trading volume; custody and security risks related to digital assets, including risks associated with Bitcoin held as collateral in a controlled account; evolving Canadian, United States, and international regulatory treatment of Bitcoin and digital asset treasury companies; concentration risk associated with holding Bitcoin as the Company's primary treasury asset; and the risk that the Company does not accumulate Bitcoin at the rate or in the amounts contemplated.

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 that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward looking statements. Except as required by applicable securities law, the Company assumes no obligation to update or revise any forward looking information to reflect new events or circumstances.

SOURCE: Matador Technologies Inc.

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