Mr. Deven Soni reports

MATADOR ANNOUNCES INTENTION TO SPINOUT ITS GOLD TREASURY PLATFORM, GODL CORP., INTO A PUBLIC COMPANY

Matador Technologies Inc. intends to spin out (the spinout) its existing wholly owned subsidiary, GODL Corp., a company focused on a yield-generating gold treasury strategy and gold tokenization. The transaction is conditional upon TSX Venture Exchange approval, and other regulatory and shareholder requirements being met.

GODL overview

GODL is a pure-play gold treasury company with a simple mandate to maximize gold ounces per share. The key highlights include:

• Gold asset treasury strategy: 100 per cent of capital (net of operating costs) to be deployed into physical gold and tokenized gold;
• Physical and tokenized gold with segregated, audited capacity: LBMA vaults for bars and institutional cryptocurrency custody for tokens;
• Financial tools to acquire more gold: raise capital using at-the-market offerings and convertible debt when market capitalization to net asset value is greater than one time and use the proceeds to buy gold, subject to regulatory approvals;
• Yield overlay: targeting an annual yield on assets under management via traditional gold and tokenized gold yield strategies. While the company intends for net income generated to be used to acquire more gold, there is no guarantee that such yield or net income will be realized, and these strategies are subject to market volatility and operational risks.

GODL's core mission is to maximize gold ounces per share through strategic secondary offerings, convertible debt financing and treasury asset swaps. This is intended to set GODL apart from traditional gold mining equities by prioritizing accretive per-share outcomes and using leverage to seek enhanced returns. Because GODL's mandate is to acquire and hold gold assets, its structure inherently avoids the mine development, geographic and exploration risks associated with traditional gold mining companies. However, investors should note that the use of leverage and active capital strategies do not eliminate operational risk and introduce downside risks including market volatility and liquidity constraints.

Benefits to shareholders

• Innovative gold investment opportunity: mission to grow gold ounces per share using financial engineering and yield generation to compound returns and maximize both gold ounces per share and net asset value per share;
• Targeted to trade at a premium: yield generation, limited shareholder dilution and upside from tokenization opportunity are all expected to garner a premium to NAV (net asset value), however, there is no guarantee this premium will be achieved, and actual market results may differ. Furthermore, GODL's yield overlay strategy acts as a continuous, internal funding mechanism. Unlike static exchange-traded funds, this organic cash flow enables GODL to scale its physical and tokenized gold acquisitions without relying exclusively on external equity dilution;
• Pure-play asset separation and organic scaling: by separating Matador's bitcoin ecosystem initiatives from GODL's gold treasury mandate, this spinout is intended to reduce conglomerate drag and allow the market to independently value both asset-acquisition vehicles independently;
• Market backdrop: record gold prices with strong tailwinds from inflation, government debts, central-bank demand and geopolitics. Gold-backed tokens total over $5-billion (U.S.) value today, up from negligible levels in 2020, yet still represent only approximately 1 per cent of real-world-asset (RWA) tokenization market, a significant opportunity for growth.

Spinout transaction

Matador intends to complete the spinout of GODL, currently a wholly owned subsidiary of Matador. At present, GODL is a company with no assets. To facilitate its proposed business mandate, GODL is planning to enter into a licensing agreement with Matador for its tokenization technology. Contemporaneously with the spinout, GODL intends to raise equity capital and pursue a public listing on a Canadian stock exchange. Matador intends for GODL to be a reporting issuer in Canada.

Following completion of the spinout, GODL will operate as an independent company and establish its own management team and advisory board, which will be focused on executing GODL's gold treasury strategy and advancing its business objectives.

Additional details regarding the spinout, management team, advisory board and concurrent equity financing will be provided as they become available.

Matador's chief executive officer, Deven Soni, explains: "Building on Matador's growing presence in the bitcoin ecosystem, our blockchain technology expertise and success of our Bitcoin treasury strategy, we're excited to launch GODL as a gold investment vehicle focused on generating yield from gold holdings and tokenization opportunities. While subject to market volatility and downside risks, GODL provides investors with a differentiated and accretive way to gain exposure to gold at a time when prices are at all-time highs. By combining blockchain innovation and tokenization technology with physical gold backing, GODL offers a modern, efficient and globally compliant alternative to traditional gold investments."

GODL's incoming CEO, Donato Sferra, adds: "Gold has served as a reliable store of value for millennial and is increasingly relevant in today's environment of rising sovereign debt, weakening fiat confidence and persistent inflation. GODL is an innovative gold investment platform, focusing on increasing gold ounces per share through active capital strategies, while integrating tokenization technology to bring greater transparency, lower friction and broader accessibility to gold ownership."

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 participation in digital asset infrastructure, driving long-term shareholder value without dilution.

Matador has recently expanded its global footprint by investing 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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