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.
TORONTO, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Matador Technologies Inc. (TSXV:MATA, OTCQB:MATAF, FSE:IU3)) ("Matador" or the "Company"), the Bitcoin Ecosystem Company, announces that following a staff review by the Ontario Securities Commission of its press release dated November 3, 2025, the Company is issuing corrective disclosure. Specifically, Matador has removed references to:
"Building to 6,000 BTC by 2027"; and
"Pursuing a long-term objective of holding approximately 1% of Bitcoin's total supply and ranking among the top 20 corporate holders globally."
Amended Facility
The 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
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 ...
