Matador Technologies Receives Conditional Approval for Change of Business

Key Highlights

TSX Venture Exchange grants conditional approval for Matador’s Change of Business (“COB”) to a hybrid “Technology / Investment” issuer, subject to the Company satisfying the TSXV's requirements and conditions.

Enables Matador to operate as a pure Bitcoin Ecosystem Company with a focus on holding, acquiring, and investing in Bitcoin and digital asset ventures, assuming that the Company obtains TSXV final approval of the COB.

Unlocks ability to scale Bitcoin treasury strategy, deploy capital into the Bitcoin ecosystem, and expand globally, assuming that the Company obtains TSXV final approval of the COB and obtains TSXV approval to expand globally.

Positions Matador to proceed with its proposed investment in HODL Systems, one of India’s first digital asset treasury companies, assuming that the Company obtains TSXV conditional approval with respect to this investment.

TORONTO, June 23, 2025 (GLOBE NEWSWIRE) -- Matador Technologies Inc. (“Matador” or the “Company”) (TSXV: MATA, OTCQB: MATAF, FSE: IU3), is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV”) to complete its previously announced Change of Business (“COB”) to a hybrid “Technology / Investment” issuer, as defined under TSXV policies, subject to the Company satisfying TSXV requirements and conditions. The Company expects to close the COB on or about July 4, 2025.

Assuming that the Company satisfies TSXV requirements and conditions respecting the COB, Matador will be able to expand its business model to include activities consistent with its investment policy and TSXV regulations, including the acquisition and management of Bitcoin and investments in Bitcoin-related technologies and infrastructure. The new structure provides the Company with greater operational flexibility within the digital asset sector. “This marks an important milestone on our journey,” said Deven Soni, Chief Executive Officer of Matador Technologies. “With conditional approval in place, we are one step closer to advancing our Bitcoin treasury strategy and supporting Bitcoin-native innovation globally—subject to final TSXV approval.”

What the Change of Business Enables

Assuming that the Company obtains TSXV final approval of the COB, Matador will be able to:

Advance its Bitcoin accumulation strategy, applying a structured approach as a public issuer;
Make equity investments in Bitcoin-focused businesses and technologies including custody, mining, tokenization, and related infrastructure;
Continue developing its Digital Gold platform, beginning with its “Grammies” product line, which links physical gold to inscriptions on the Bitcoin blockchain;
Deploy capital in selected international markets such as India, where digital asset usage and gold demand are well-established;
Operate with expanded flexibility across the Bitcoin ecosystem.

The Change of Business is subject to the receipt of shareholder approval and final TSXV approval and the filing of customary documentation. A filing statement in respect of the Change of Business has been filed on SEDAR+ at www.sedarplus.ca under the Company's profile.

Unlocking the India Opportunity

Assuming that the Company obtains TSXV final approval of the COB and conditional approval of the HODL Systems (“HODL”) investment transaction, Matador will be able to increase its exposure to the global digital asset ecosystem. Under the terms of the LOI, Matador will commit to a share warrant structure that could provide the Company with up to a 24% ownership stake in HODL Systems, assuming full exercise of the warrants.

This investment will anchor Matador’s entry into India—one of the world’s fastest-growing markets for technology, gold, and digital assets. With a median population age under 30, mobile-first adoption patterns, and the world’s largest private gold market, India is an ideal jurisdiction for Matador to scale both its Digital Gold product and its digital asset native treasury strategy. HODL Systems mirrors Matador’s thesis by implementing a digital asset balance sheet strategy and offering a gateway to license Matador’s infrastructure across the Indian subcontinent.

“We believe HODL Systems reflects the kind of infrastructure-driven Bitcoin strategy we are seeking to support,” said Mark Moss, Chief Visionary Officer at Matador. “Subject to regulatory approval, this investment would support Matador’s entry into one of the most active markets for digital assets globally.”

The investment in HODL remains subject to TSXV approval.

Building a Global Bitcoin Ecosystem Company

Matador’s proposed model is influenced by other public issuers such as Metaplanet Inc., a Japanese company that has implemented a Bitcoin treasury model. Metaplanet has pursued capital formation and Bitcoin acquisition strategies within a regulated public market framework in Japan, where institutional interest in Bitcoin is growing and monetary policy remains highly accommodative.

Matador sees parallels between these conditions and those emerging in India, where inflationary pressures, a growing appetite for alternative assets, and increasing regulatory clarity around digital assets are driving renewed interest in Bitcoin as a store of value. Additionally, India’s robust technology sector and expanding capital markets create favorable conditions for a Bitcoin-aligned corporate strategy. Subject to final TSXV approval, Matador intends to pursue a similar approach in select jurisdictions, including India, where it can responsibly support Bitcoin-native companies and infrastructure development.

“This conditional approval is a key milestone in our plan to hold and invest in Bitcoin as part of our corporate treasury strategy,” said Deven Soni, Chief Executive Officer of Matador Technologies. “Subject to final TSXV approval, it brings us closer to allocating capital to companies building core infrastructure across the Bitcoin ecosystem.”

Strategic Advisors Supporting Execution

To support this next phase of growth, Matador recently formed a Strategic Advisory Board composed of industry leaders with deep expertise in Bitcoin, gold, and global capital markets. The Strategic Advisory Board includes:

David Bailey, CEO of BTC Inc., General Partner at UTXO Management, LLC and founding partner of Bitcoin-focused holding company Nakamoto. Bailey brings significant experience from his leadership of Bitcoin for Corporations—a platform developed in partnership with MicroStrategy—and his early involvement in Metaplanet’s Bitcoin strategy in Japan.
Brad Mills, a Bitcoin entrepreneur and investor known for his active role in early-stage Bitcoin infrastructure and digital asset investments.
Dave Forestell, a legal and regulatory executive with deep expertise in natural resources, public markets, and policy. He chairs the Alcohol and Gaming Commission of Ontario and previously led iGaming Ontario.

These advisors provide Matador with a unique blend of strategic insight—combining institutional knowledge of Bitcoin capital markets, legacy gold infrastructure, and cross-border regulatory frameworks.

For additional information, please contact:

Media Contact:
Sunny Ray
President
Email: sunny@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 expanded its global footprint by investing 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.

Forward-Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including risks associated with the implementation of the Company's treasury management strategy, receipt of regulatory and shareholder approvals, and the launch of its mobile application as currently proposed or at all. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including with respect to the potential acquisition of Bitcoin and/or US dollars, the pricing of such acquisitions and the timing of future operations. 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.

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