MATADOR TECHNOLOGIES INC.
40 King St W Suite 2400, Toronto, ON M5H 3Y2

FILING STATEMENT

with respect to a Change of Business pursuant to Policy 5.2 of the TSX Venture Exchange

Dated as at June 20, 2025

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Change of Business described in this filing statement.

GLOSSARY OF TERMS 2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 6
INFORMATION CONTAINED IN THIS FILING STATEMENT 10
SUMMARY OF FILING STATEMENT 10
INFORMATION CONCERNING MATADOR 16
RISK FACTORS 70
SPONSORSHIP 93
GENERAL MATTERS 93
CERTIFICATE OF MATADOR TECHNOLOGIES INC. 94
ACKNOWLEDGMENT – PERSONAL INFORMATION 95
SCHEDULE "A" Management's Discussion and Analysis of Matador Technologies Inc. A1
SCHEDULE "B" Financial statements of Matador Technologies Inc. B1
SCHEDULE "C" AUDIT COMMITTEE CHARTER C1
SCHEDULE "D" INVESTMENT POLICY D1
SCHEDULE "E" REVISED MATADOR OPTION PLAN E1
SCHEDULE "F" REVISED MATADOR RSU/PSU PLAN F1

GLOSSARY OF TERMS

The following is a glossary of certain defined terms used throughout this Filing Statement. This is not an exhaustive list of defined terms used in this Filing Statement and additional terms are defined throughout. Terms and abbreviations used in the financial statements and MD&A of Matador attached as schedules to this Filing Statement are defined separately in such schedules, and the terms and abbreviations defined below are not used, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders.

"ABCA" means the Business Corporations Act (Alberta);

"Affiliate" a company is an "Affiliate" of another company if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same Person. A company is "controlled" by a Person if (a) Voting Shares of the company are held, other than by way of security only, by or for the benefit of that Person, and (b) the Voting Shares, if voted, entitle the Person to elect a majority of the directors of the company. A Person beneficially owns securities that are beneficially owned by (a) a company controlled by that Person, or (b) an Affiliate of that Person or an Affiliate of any company controlled by that Person;

"Agent's Warrants" means an aggregate of 450,000 warrants, each originally exercisable to acquire one (1) pre-Consolidation common share of Matador at an exercise price of $0.10 until February 10, 2028 issued in connection with the initial public offering of Matador;

"AML" means anti-money laundering;

"Arm's Length Transaction" means a transaction which is not a Related Party Transaction;

"Arrangement" means the arrangement effected under section 182 of the OBCA on the terms and conditions set forth in the Plan of Arrangement concerning Matador Gold and Matador and effected December 9, 2024;

"Associate" when used to indicate a relationship with a Person, means (a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer, (b) any partner of the Person, (c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity, (d) in the case of a Person, who is an individual: (i) that Person's spouse or child, or (ii) any relative of the Person or of his spouse who has the same residence as that Person; but (e) where the TSXV determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D.1.00 of the TSXV Rule Book and Policies with respect to that Member firm, Member corporation or holding company;

"Audit Committee" means the audit committee of the Board;

"Board" means the board of directors of Matador;

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"CEO" or "Chief Executive Officer" means chief executive officer;

"CF Broker Warrants" means the aggregate of 186,000 broker warrants issued to eligible registrants assisting in the Concurrent Financing, each exercisable to acquire one Matador Share at an exercise price of $0.50 for a period of 12 months from the date of issuance;

"CFO" or "Chief Financial Officer" means chief financial officer;

"Closing" means the completion of the Arrangement which was previously effected by Matador in accordance with the terms of the Transaction Agreement;

"COB" means the proposed change of business pursuant to which the listing of the Matador Shares on the TSXV shall be amended from a Tier 2 technology issuer to a Tier 2 hybrid technology and investment issuer, in accordance with TSXV Policy 5.2.

"COO" means chief operating officer;

"Compensation Committee" means the compensation committee of the Board;

"Concurrent Financing" means the non-brokered private placement which was previously completed in connection with the Transaction, and pursuant to which Matador Gold issued an aggregate of 12,446,822 Matador Gold Shares at a price of $0.50 each to raise aggregate gross proceeds of $6,223,411;

"Consolidation" means the consolidation of the common shares of Matador which was previously completed in connection with the Transaction and immediately prior to the Arrangement, on the basis of one (1) Matador Share for every 2.2727 pre-Consolidation common shares of Matador;

"Continuance" means the continuance of Matador from the Province of Alberta to the Province of Ontario to be governed by the OBCA, which was completed February 26, 2025;

"Control Person" means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

"CPC" means a capital pool company, as such term is defined in the Manual;

"CPC Escrow Agreement" means the TSX Form 2F – CPC Escrow Agreement dated November 14, 2022, between Matador, Odyssey Trust Company, as escrow agent, and certain shareholders of Matador in connection with the original listing of the common shares of Matador on the TSXV;

"Escrow Agent" means Odyssey Trust Company;

"Escrow Agreement" means the escrow agreement entered into among the Escrow Agent, Matador and certain shareholders of Matador effective as of the Closing;

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"ESG" means environmental, social and governance;

"ETF/ETC" means exchange traded fund/exchange traded commodity;

"Filing Statement" means this filing statement dated June 20, 2025, together with all schedules to, and the documents incorporated by reference in, this Filing Statement;

"Financial Statements" means, collectively (i) the audited annual financial statements of Matador for the fiscal year ended October 31, 2024; and (ii) the unaudited interim financial statements of Matador for the three month period ended January 31, 2025, which are attached as Schedule "B" to this Filing Statement;

"Governance Committee" means the governance committee of the Board;

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;

"Insider" if used in relation to an issuer, means: (a) a director or senior officer of the issuer; (b) a director or senior officer of the company that is an insider or subsidiary of the issuer; (c) a person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or (d) the issuer itself if it holds any of its own securities;

"Investment Policy" means the investment policy of Matador as appended at Schedule "D" to this Filing Statement;

"Kitco" means Kitco Metals Inc.;

"Kitco Agreement" means the agreement dated August 31, 2022 between Matador Gold and Kitco as further described under the heading "Information Concerning Matador – General Development of the Business";

"KYC" means know your client;

"Manual" means the TSXV Corporate Finance Manual, as amended from time to time;

"Matador" means Matador Technologies Inc., a corporation existing under the laws of the Province of Ontario;

"Matador Gold" means Matador Gold Technologies Inc., a corporation existing under the laws of the Province of Ontario and a wholly-owned subsidiary of Matador;

"Matador Gold Shares" means common shares in the capital of Matador Gold as constituted immediately prior to the completion of the Arrangement;

"Matador Option Plan" means the stock option plan of Matador;

"Matador Options" means stock options to acquire Matador Shares;

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"Matador PSUs" means performance share units of Matador;

"Matador RSU/PSU Plan" means the restricted share unit and performance share unit plan of Matador;

"Matador RSUs" means restricted share units of Matador;

"Matador Shareholders" means holders of Matador Shares;

"Matador Shares" means common shares in the capital of Matador as presently constituted;

"MD&A" means management's discussion and analysis;

"Member" has the meaning ascribed to that term in TSXV Rule A.1.00;

"Name Change" means the change of name of Matador from "Scaling Capital 1 Corp." to "Matador Technologies Inc." completed in connection with the Arrangement;

"Named Executive Officers" means each of the following individuals:

(a) each individual who, in respect of Matador, during any part of the most recently completed financial year, served as CEO, including an individual performing functions similar to a CEO;

(b) each individual who, in respect of Matador, during any part of the most recently completed financial year, served as CFO, including an individual performing functions similar to a CFO;

(c) in respect of Matador, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year;

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of Matador, and was not acting in a similar capacity, at the end of that financial year;

"Non-Arm's Length Party" means: (a) in relation to a company, (i) a Promoter, officer, director, other Insider or Control Person of that company and any Associates or Affiliates of any such Persons; or (ii) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the company; and (b) in relation to an individual, any Associate of the individual or any company of which the individual is a Promoter, officer, Insider or Control Person;

"OBCA" means the Business Corporations Act (Ontario);

"Person" means a company or individual;

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"Plan of Arrangement" means the plan of arrangement in substantially the form and content of Schedule "A" to the Transaction Agreement;

"Promoter" has the meaning ascribed thereto in the Securities Act (Ontario);

"Qualifying Transaction" means a "qualifying transaction" of a CPC, as such term is defined in the Manual;

"Related Party Transaction" has the meaning ascribed to that phrase in Multilateral Instrument 61-101 of the Canadian Securities Administrators and includes a related party transaction that is determined by the TSXV to be a Related Party Transaction in accordance with the Manual;

"PSUs" means performance share units;

"RSUs" means restricted share units;

"Securities Laws" means securities legislation, securities regulations and securities rules, and the policies, notices, instruments and blanket orders of applicable securities regulators, including the TSXV, in force from time to time, and as may be amended from time to time, that are applicable to an issuer;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval;

"Transaction" means, collectively, the Arrangement, the Concurrent Financing, the Name Change and the Consolidation, all of which were previously completed in accordance with the terms and conditions of the Transaction Agreement;

"Transaction Agreement" means the merger agreement dated October 16, 2024 among Matador and Matador Gold in respect of the Transaction;

"Transaction Final Exchange Bulletin" means the bulletin issued by the TSXV following the Closing of the Transaction and the submission of all required documentation and that evidenced the final TSXV acceptance of the Transaction.

"TSXV" means the TSX Venture Exchange Inc.; and

"Voting Share" means a security of an issuer that: (a) is not a debt security; (b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information contained in this Filing Statement constitute forward-looking statements or forward-looking information (collectively "forward-looking statements") within the meaning of applicable Securities Laws. Forward-looking statements are often, but not always, identified by the use of words or phrases such as "may", "is expected to", "anticipates", "believes", "estimates", "intends", "plans", and similar words suggesting future outcomes, or language suggesting an outlook, including that certain actions, events or results "may", "could", "would",

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"might" or "will" occur or be achieved, and variations of any such words or phrases. In particular, this Filing Statement contains forward-looking statements with respect to:

expectations as to future operations of Matador, including its future operations and/or investments from time to time;
expectations as to the application of Matador's platform and its services, including its proposed offering of Bitcoin Ordinals as its first product offering and the anticipated timing thereof;
Matador's expected operating costs, general and administrative expenses, costs of services and other costs and expenses;
the potential use of Layer 2 protocols and any benefits that may flow from such usage;
Matador's ability to meet current and future obligations and to generate revenue on a going-forward basis;
Matador's ability to obtain services in a timely manner or at all;
Matador's ability to obtain financing on acceptable terms or at all, including through the issuance of convertible debt or otherwise;
the potential benefits of utilizing Bitcoin as a treasury management strategy, and effecting other investments and/or divestitures from time to time;
the potential expansion of Matador's business to other jurisdictions, to involve other types of gold, other metals and/or other business models, and/or to become a hybrid investment issuer;
expectations regarding future competitive conditions;
the expected dividend policies of Matador;
the potential returns on future investments and/or acquisitions, and any future divestitures and/or spin-outs of divisions by Matador in connection with its investment strategies from time to time; and
the impact of future regulatory action.

Forward-looking statements in this Filing Statement are based on the current beliefs of management of Matador, as well as assumptions made by, and information currently available to, Matador regarding, among other things, the expected:

completion of the proposed change of business of Matador (the "COB") to a Bitcoin ecosystem company in accordance with the regulations of the TSXV, as presently proposed or at all;

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success of the operations and investments of Matador in accordance with management's current expectations;
legislative and regulatory environments of the jurisdictions where Matador currently and/or will carry on business or have operations;
impact of competition and the competitive response to Matador's business strategy;
timing and amount of Matador's capital and other expenditures;
future market for applications and market for gold in general;
conditions in financial markets and the economy generally; and
ability of Matador to obtain additional financing, if and as needed, on satisfactory terms or at all.

The actual results, performance or achievements of Matador could differ materially from those anticipated in the forward-looking statements contained in this Filing Statement as a result of the risk factors set forth below and under the heading "Risk Factors", and other risk factors, which include that:

the change of business of Matador from a Tier 2 technology issuer to a Tier 2 technology/investment issuer on the TSXV (the "COB") may not be completed as currently proposed or at all;
Matador may not realize the anticipated benefits of its future investments, acquisitions and/or divestitures;
risks relating to investments, market value and portfolio exposure of Matador following completion of the COB, including risks associated with the use of leverage or margin; potential inability to generate revenue and/or cash flow through dispositions and trading activities; volatility of stock prices and cryptocurrency volatility; potential illiquidity associated with Matador's investments; and risks associated with the potential concentration of investments;
Matador will be exposed to the risk of loss, theft or destruction of gold assets, and if its gold assets are lost, stolen or destroyed, rendering a third party liable, the responsible party may not have the financial resources to satisfy Matador's claim;
Matador's anticipated revenue is volatile and could materially decline;
Matador's use of proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk;
the price and trading volume of any cryptocurrencies and/or digital assets and/or other investments held by Matador will be subject to significant uncertainty and volatility;

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Matador may be unable to attract new consumers and as a result its business, results of operations, financial condition, and future prospects would be materially and adversely affected;
Matador has a history of operating losses and may not achieve or sustain profitability in the future;
real or perceived software errors, failures, bugs, defects, or outages could adversely affect Matador's business, results of operations, financial condition, and future prospects;
Matador's gold asset inventory may be severely reduced in value as a result of a decline in the price of gold;
Matador takes precautions to prevent consumer identity fraud, however it is possible that identity fraud may still occur or has occurred, which may adversely affect the performance of Matador's platform on a going-forward basis;
Matador's ability to protect its confidential, proprietary, or sensitive information, including the confidential information of consumers on its platform, may be adversely affected by cyber-attacks, employee or other internal misconduct, computer viruses, physical or electronic break-ins, or similar disruptions;
misconduct and errors by employees, vendors, and service providers could harm Matador's business and reputation;
litigation, regulatory actions, and compliance issues could subject Matador to fines, penalties, judgments, remediation costs, and requirements resulting in increased expenses;
changes in market interest rates could have an adverse effect on Matador's business;
the requirements of being a public company may strain Matador's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members;
an active public market for the Matador Shares may not be maintained;
any inaccuracy or material omission in the information about, or relating to, Matador in this Filing Statement could result in unanticipated liabilities or increased expenses for Matador, or otherwise adversely affect the operational plans of Matador and its results of operations and financial condition; and
Matador has a limited history of operations and is in the early stage of development.

Readers are cautioned that these factors and risks are difficult to predict and that the assumptions used in the preparation of forward-looking statements, although considered reasonably accurate at the time of preparation, may prove to be incorrect. Accordingly, readers are cautioned that Matador's actual results achieved could vary from the information provided in this Filing Statement, and the variations may be material. Readers are also cautioned that the foregoing list

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of factors is not exhaustive. Consequently, there is no representation by Matador that actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. Furthermore, the forward-looking statements contained in this Filing Statement are made as of the date of this Filing Statement, and Matador does not undertake any obligation, except as required by applicable Securities Laws, to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this Filing Statement are expressly qualified by this cautionary statement.

INFORMATION CONTAINED IN THIS FILING STATEMENT

Date of Information

Except as otherwise indicated in this Filing Statement, all information disclosed in this Filing Statement is as of June 20, 2025 and the phrase "as of the date hereof" and equivalent phrases refer to such date.

Currency

In this Filing Statement, references to "$" or "dollars" are to the lawful currency of Canada, unless otherwise stated.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Matador (assuming completion of the COB) and should be read together with the more detailed information, financial data and financial statements contained elsewhere in this Filing Statement.

This summary is provided for convenience only and is qualified in its entirety by the more detailed information appearing or referred to elsewhere in this Filing Statement, including its schedules. Terms with initial capital letters in this summary are defined in "Glossary of Terms" unless otherwise indicated.

Matador Technologies Inc.

Matador was incorporated under the ABCA under the name "Scaling Capital 1 Corp." on November 1, 2021. The Matador Shares were listed on the TSXV on December 16, 2024 upon completion of the Transaction. The Continuance was subsequently effected on February 26, 2025, whereby Matador continued its business under the laws of Ontario. See "Information Concerning Matador – Corporate Structure".

Matador is a publicly traded Bitcoin ecosystem company that holds Bitcoin as its primary treasury asset and builds products to enhance the Bitcoin network. Through a self-reinforcing model that combines strategic Bitcoin accumulation, Bitcoin-native product development, and participation in digital asset infrastructure, Matador aims to grow long-term shareholder value without dilution.

Matador's flagship offering, the Digital Asset Platform, enables the inscription of digital art onto physical gold. The platform integrates precious metals-based art with blockchain infrastructure

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using Bitcoin Ordinals, a protocol built on the Bitcoin network. With a Bitcoin-first strategy and a clear focus on innovation, Matador is helping shape the future of financial infrastructure on Bitcoin.

The registered office of Matador is located at 40 King Street West, Suite 2400, Toronto, Ontario M5H 3Y2.

Change of Business

On May 5, 2025, Matador announced its intention to proceed with the COB. There is no change in the existing share structure of Matador as a result of the COB and no shares or other securities of Matador will be issued in connection with the COB. In addition, the existing directors and officers of Matador are not expected to change following completion of the COB, and the Matador Shares will continue to be listed for trading on the TSXV under the trading symbol “MATA” following the COB.

Matador is proposing to effect the COB, pursuant to which the listing of the Matador Shares on the TSXV shall be amended from a Tier 2 technology issuer to a Tier 2 hybrid technology and investment issuer. In connection with the COB, Matador has adopted an Investment Policy to govern its future investments, acquisitions and divestitures. See "Information Concerning Matador – Investment Policy".

The COB is an Arm's Length Transaction. Matador will require shareholder approval for completion of the COB in accordance with the policies of the TSXV, which it proposes to obtain in writing from the holders of a majority of the issued and outstanding Matador Shares.

There is no change in the existing share structure of Matador as a result of the COB and no shares or other securities of Matador will be issued in connection with the COB. Matador will not be an "investment fund" as defined in the Securities Act (Ontario) as a result of the COB as its principal purpose following the COB will be to develop its proprietary technology as further detailed herein, and not to invest money provided by their securityholders as prescribed by the applicable definition of an "investment fund" in the Securities Act (Ontario).

Interests of Insiders, Promoters and Control Persons

No Insider, Promoter or Control Person of Matador or any of their respective Associates and Affiliates has any interest in the COB.

Estimated Funds Available

The following table sets out information regarding Matador's expected sources of funds upon the completion of the COB. The amounts shown in the table are estimates only and are based upon the information available to Matador as of the date of this Filing Statement:

Source of Funds	Amount
Estimated Matador working capital as at May 31, 2025 (unaudited)	$7,800,000

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Source of Funds	Amount
Total	$7,800,000

See "Information Concerning Matador – Available Funds and Principal Purposes".

Principal Purposes

The following table sets out information regarding Matador's proposed use of funds for the 12 months following the completion of the COB, based on the estimated available funds set forth above. The amounts shown are estimates only. The intended uses of funds may vary based upon a number of factors, and variances may be material.

Use of Funds	Amount
General and administrative expenses for the next 12 months	$2,542,000^{(1)(2)}
Development and commercialization of digital asset platform	$625,000^{(3)}
Grow Bitcoin balance	$2,250,000
Acquisition of an interest in HODL	$1,913,495
Unallocated funds	$469,505
Total	$7,800,000

Notes:

(1) The estimate of general and administrative expenses for the 12 months following the completion of the COB includes: insurance ($150,000); professional fees ($400,000); consulting fees ($1,865,000); and stock exchange, transfer agent and other miscellaneous fees of ($127,000).

(2) See "Information Concerning Matador – Non-Arm's Length Transactions".

(3) See "Information Concerning Matador – Business Objectives and Milestones".

(4) Converted from Indian Rupees to Canadian dollars based on the INR:Cdn exchange rate published by the Bank of Canada on June 19, 2025 of INR$0.01581:Cdn $1.00. See "Information Concerning Matador – Three Year History" above.

There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. For additional information regarding the funds available to Matador and the proposed uses of those funds, see "Information Concerning Matador – Available Funds and Principal Purposes".

Selected Consolidated Financial Information

The following table summarizes selected consolidated financial information for Matador as at October 31, 2024 (prior to giving effect to the Transaction) and January 31, 2025. The information should be read in conjunction with the Financial Statements, which are attached as Schedule "B":

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	As at and for the fiscal year ended October 31, 2024 (audited) ($)	As at and for the three month period ended January 31, 2025 (unaudited) ($)
Current assets	4,140,561	3,086,243
Total assets	6,312,993	11,386,437
Current liabilities	82,210	126,272
Total liabilities	82,210	126,272
Shareholders' equity (deficit)	6,230,783	11,260,165
Total Expenses	3,329,126	2,707,776
Net Loss	4,494,975	5,914,634

See "Information Concerning Matador – Selected Consolidated Financial Information and Management's Discussion and Analysis".

Stock Exchange Listings

The Matador Shares are currently listed on the TSXV under the symbol "MATA". The closing price of the Matador Shares on the TSXV on June 20, 2025, being the last trading date prior to the announcement of the proposed COB, was $0.99. See "Information Concerning Matador – Stock Exchange Price".

The TSXV has conditionally accepted the COB subject to Matador fulfilling all of the requirements of the TSXV.

Interests of Experts

To the knowledge of Matador, no Person whose profession or business gives authority to a statement made by the Person and who is named as having prepared or certified a part of this Filing Statement, or prepared or certified a report or valuation described or included in this Filing Statement, has a direct or indirect material interest in the property of Matador, or in any Associate or Affiliate of Matador. See "General Matters – Experts".

Conflicts of Interest

Directors or officers of Matador may, from time to time, serve as directors or officers of, or participate in ventures with, other companies involved in the operation of the technology that facilitates the trading of physical assets, other businesses similar to that undertaken by Matador, or other gold asset or investment businesses. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible business opportunities or generally when acting on behalf of Matador, notwithstanding that they will be bound by the provisions of the OBCA to act at all times in good faith in the best interest of Matador, and to disclose such conflicts to Matador if and when they arise. Conflicts, if any, will be subject to the procedures and remedies prescribed by the OBCA, the TSXV and applicable Securities Laws. As of the date of this Filing Statement, to the best of its knowledge, Matador is not aware of the existence of any conflicts of

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interest between it and any of its respective directors or officers. See "Information Concerning Matador – Conflicts of Interest".

Risk Factors

Due to the nature of Matador's business, the legal and economic climate in which it operates, and its present stage of development and proposed operations, Matador is subject to significant risks. The following is a summary of certain risk factors relating to the COB and to the business of Matador and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Filing Statement, including under the section headed "Risk Factors". Matador's future development and actual operating results may be very different from those expected as at the date of this Filing Statement. Readers should carefully consider all such risks, which include but are not limited to the following:

necessary approvals to complete the COB may not be obtained;
risks relating to investments, market value and portfolio exposure of Matador following completion of the COB, including risks associated with the use of leverage or margin; potential inability to generate revenue and/or cash flow through dispositions and trading activities; volatility of stock prices and cryptocurrency volatility; potential illiquidity associated with Matador's investments; and risks associated with the potential concentration of investments;
the requirements of being a public company may strain Matador's resources, divert management's attention and affect its ability to attract and retain management and qualified board members;
Matador's use of proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk;
a decline in the demand of commodities such as gold and silver could materially and adversely affect the performance of Matador;
the value of commodities and digital assets may be subject to momentum pricing risk;
Matador will have to adapt to respond to evolving security risks;
Matador may be unable to obtain adequate insurance to insure its operations;
the business of Matador may be exposed to cybersecurity risks;
Matador may be subject to litigation;
Matador has a limited operating history and a history of net losses;
Matador may require additional funds to finance its operations;

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the business of Matador will be subject to competition from other gold asset-focused technology and investment companies;
Matador's physical gold and digital asset holdings and other investments and/or acquisitions are subject to risks associated with potential damage and loss;
Matador's compliance and risk management programs may not be effective;
unexpected market disruptions may cause major losses for Matador;
Matador is reliant, in part, on attracting and retaining skilled management and directors;
the market price for Matador Shares may be volatile;
Matador is reliant on its supply and storage agreements;
Matador does not anticipate paying dividends in the near future;
there can be no assurance that an active market for Matador Shares will be maintained; and
Matador's ability to remain liquid may depend on its ability to obtain additional financing.

INFORMATION CONCERNING MATADOR

Corporate Structure

Name and Incorporation

Matador Technologies Inc. was incorporated under the name "Scaling Capital 1 Corp." under the ABCA on November 1, 2021. On April 22, 2022, the articles of Matador were amended and restated to remove the private company restrictions set forth therein. On December 6, 2024, the articles of Matador were further amended to effect the Name Change and give effect to the Consolidation. On February 26, 2025, the articles of Matador were further amended to effect the Continuance.

The Matador Shares are listed on Tier 2 of the TSXV as a technology issuer under the trading symbol "TSXV: MATA". Pursuant to the COB, Matador proposes to become listed as a hybrid investment and technology issuer on the TSXV, under the same trading symbol.

The registered and head office of Matador is located at 40 King Street West, Suite 2400, Toronto, Ontario M5H 3Y2.

Intercorporate Relationships

Matador has no subsidiaries other than Matador Gold, which is a wholly-owned subsidiary of Matador existing under the OBCA.

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General Development of the Business

Summary

Matador is a publicly traded Bitcoin ecosystem company that holds Bitcoin as its primary treasury asset and builds products designed to enhance the Bitcoin network. Through a self-reinforcing model that combines strategic Bitcoin accumulation, Bitcoin-native product development, and participation in digital asset infrastructure, Matador aims to grow long-term shareholder value without dilution.

Matador’s original mandate was to modernize and democratize access to gold. The company developed a product designed to allow users to buy, sell, and store physical gold 24/7 through a proprietary platform. Features were expected to include installment-based payments (buy now, pay later), transparent pricing with minimal fees, and a loyalty program offering real gold rewards and other incentives. All physical gold—aside from units in transit to customers—was to be securely held in vaults under the company’s existing agreement with Kitco, with storage at the Royal Canadian Mint in Ottawa, a facility owned and operated by the Government of Canada. Matador also planned to expand the platform to offer different gold types (e.g., ESG-certified or regionally sourced), and rebate a portion of transaction fees to originators of the gold.

Strategic Shift Toward Bitcoin and Ordinals

As the digital asset landscape evolved and user preferences shifted, Matador identified a unique opportunity to integrate digital art, blockchain, and Bitcoin-native infrastructure into its platform. The company began exploring ways to attract younger, digitally native audiences—without abandoning its core mission of bridging traditional assets with modern technology.

This led to the development of a novel product combining limited-edition non-fungible tokens (“NFTs”) with physical gold art shipped to customers. Each NFT series will feature 1,000 unique, theme-based designs, which users can apply to 1-gram gold units and have them laser-etched and shipped as a collectible, physical product. These tokens will live on Bitcoin through the Ordinals protocol, offering a rare combination of digital provenance and tangible value (the “Digital Asset Platform”).

Because Ordinals are created directly on the Bitcoin blockchain, this innovation marked a key inflection point. The Board approved a strategic pivot to make Bitcoin the company’s primary treasury asset and to adopt a Bitcoin-first approach across all future product development. This decision was driven by three converging factors:

Product alignment – the company’s NFT-gold hybrid offering fits well with the Bitcoin network.
Platform integrity – Bitcoin’s unmatched decentralization and immutability make it the most secure base layer for long-term digital value.

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Shareholder value – the Board believes holding Bitcoin provides both strategic flexibility and financial resilience in an increasingly digital economy.

The result is a refined mission: to build financial infrastructure on Bitcoin, beginning with a hybrid platform that bridges the legacy trust of gold with the innovation of Bitcoin-native digital assets. The Digital Asset Platform is currently targeted for public launch in Q2 2025. Matador is also exploring further applications of blockchain technology in areas such as loyalty, digital identity, and real-world asset tokenization—all anchored by Bitcoin.

Matador’s evolution reflects a deliberate and forward-looking strategy. The company remains committed to launching its gold offering as planned, but with a broader vision: to serve as a gateway between traditional assets and the decentralized future being built on Bitcoin. By combining physical gold, digital collectibles, and Bitcoin infrastructure in a single product ecosystem, Matador is helping to redefine how value is stored, owned, and experienced in the 21st century.

Three Year History

Matador was incorporated under the ABCA under the name "Scaling Capital 1 Corp." on November 1, 2021. Prior to completing its initial public offering and listing on the TSXV on February 10, 2023, Matador issued an aggregate of 12,500,000 common shares at a price of $0.05 per share for gross proceeds of $625,000.

On February 10, 2023, Matador completed its initial public offering of 4,500,000 common shares at a price of $0.10 per share for gross proceeds of $450,000. Matador was originally a CPC listed on the TSXV with the principal business of identifying and evaluating opportunities for the acquisition of an interest in a new business, with a view of completing a Qualifying Transaction. The common shares of Matador were originally listed on the TSXV under the symbol "SKAL.P" on February 10, 2023.

On August 8, 2024, Matador and Matador Gold entered into a letter of intent setting out the initial terms and conditions of the Transaction. Trading in the common shares of Matador was halted by the TSXV as of August 13, 2024, pending completion of the Transaction. On October 16, 2024, Matador and Matador Gold entered into the Transaction Agreement pursuant to which the Arrangement was subsequently completed on December 9, 2024. In connection with the Arrangement:

(i) Matador Gold completed the Concurrent Financing pursuant to which it issued an aggregate of 12,446,822 Matador Gold Shares at a price of $0.50 each to raise aggregate gross proceeds of $6,223,411, together with 186,000 CF Broker Warrants;

(ii) Matador effected the Name Change and Consolidation as of December 6, 2024;

(iii) The Arrangement was effected as of December 9, 2024 pursuant to which:

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(a) all RSUs of Matador Gold were cancelled and each holder of such RSUs received one Matador RSU governed by the Matador RSU/PSU Plan which shall result in the issuance of one Matador Share upon vesting for each Matador RSU held on substantially the same terms as the RSU being replaced;

(b) all PSUs of Matador Gold were cancelled and each holder of such PSUs received one Matador PSU governed by the Matador RSU/PSU Plan which shall result in the issuance of one Matador Share upon vesting for each Matador PSU held on substantially the same terms as the PSU being replaced;

(c) all stock options of Matador Gold were cancelled and each holder of such stock options received one Matador Option governed by the Matador Option Plan exercisable to acquire one Matador Share for each Matador Option held on substantially the same terms as the stock options being replaced;

(d) each Agent's Warrant became exercisable to acquire 0.44 Matador Shares in lieu of one pre-Consolidation common share of Matador at a proportionately adjusted exercise price; and

(e) each outstanding Matador Gold Share held by a shareholder of Matador Gold was transferred and assigned to Matador, in exchange for one Matador Share.

As a condition to the completion of the Transaction, the pre-existing officers and directors of Matador resigned and were replaced with the current officers and directors of Matador listed under "Information Concerning Matador – Directors, Officers and Promoters". In addition, as a condition to the closing of the Transaction, each of the holders of Matador Shares who were subject to escrow pursuant to the regulations of the TSXV upon Closing executed voting support agreements pursuant to which they agreed to vote their Matador Shares which are subject to escrow pursuant to the regulations of the TSXV, in favour of all matters recommended by management of Matador for approval at a meeting of the holders of Matador Shares, until the earlier of (i) the release of such Matador Shares from escrow; and (ii) the date which is two years following the Closing of the Transaction.

The Continuance was subsequently effected on February 26, 2025, whereby Matador continued its business under the laws of Ontario.

Following the Closing, Matador adopted the business operations of Matador Gold which had been engaged in the development of a proprietary application for the purchase and sale of gold since its inception. Matador's proprietary app will allow users to buy, sell, and store gold 24/7, with the added security and flexibility of an encrypted application and the ability to pay using installment plans, all as further described below.

On December 23, 2024, Matador announced that its Board had unanimously approved adding Bitcoin and USD-denominated assets to its corporate treasury as part of its long-term capital preservation strategy.

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On May 5, 2025, Matador announced its proposed COB from a Technology Issuer to a Technology/Investment Issuer to more accurately align its listing category to reflect its business.

On May 26 and May 28, 2025, Matador issued an aggregate of 5,452,773 units (“May Units”) at a price of C$0.55 per May Unit for gross proceeds of C$2,999,025.15. Each May Unit consisted of one Matador Share and one-half of one share purchase warrant (each whole such share purchase warrant, a “May Warrant”), with each May Warrant entitling the holder thereof to acquire one additional Matador Share at an exercise price of C$0.75 for a period of 12 months from the date of issuance, subject to acceleration. If after the date which is four months and one day after the date of issuance of the May Warrants, the closing price of the Matador Shares is at a price equal to or greater than $1.05 for a period of 5 consecutive trading days, Matador will have the right to accelerate the expiry date of the May Warrants by giving notice, via a news release, to the holders of the May Warrants that the May Warrants will expire on the date that is 30 days after the issuance of said news release. In connection with the closing, Matador issued an aggregate of 63,760 broker warrants (the "May Broker Warrants") to eligible registrants assisting in the offering, each exercisable to acquire one Matador Share at $0.75 for a period of 12 months subject to the same acceleration provisions as the May Warrants.

On May 29, 2025, Matador announced that it had entered into a binding letter of intent to invest in a publicly traded Indian technology company, tentatively named HODL Systems (“HODL”), that implements a treasury strategy which includes investing into digital assets. Under the terms of the agreement, Matador will commit to invest up to 24,20,61,470.48 Indian Rupees (or approximately Cdn$3,826,991 based on the applicable exchange rate on June 19, 2025 of INR$0.01581:Cdn$1.00) in an aggregate of 60,69,746 share warrants that would provide Matador up to 24.95% ownership stake in HODL, assuming full exercise of the warrants. As part of the transaction, Matador also expects to enter into a licensing agreement with HODL in due course to distribute its proprietary digital gold product and other Ordinals technology in the Indian market. The Issuer continues to assess the details of the licensing arrangement and has not entered into any such agreement with HODL as at the date of this Filing Statement. Both the letter of intent and the licensing agreement remain subject to the approval of the TSXV, as well as the completion of the COB.

On May 30, June 4 and June 6, 2025, Matador issued an aggregate of 7,419,354 units (“June Units”) at a price of C$0.62 per June Unit for gross proceeds of C$4,599,999. Each June Unit consisted of one Matador Share and one-half of one share purchase warrant (each whole such share purchase warrant, a “June Warrant”), with each June Warrant entitling the holder thereof to acquire one additional Matador Share at an exercise price of C$0.77 for a period of 12 months from the date of issuance, subject to acceleration. If after the date which is four months and one day after the date of issuance of the June Warrants, the closing price of the Matador Shares is at a price equal to or greater than $1.15 for a period of 5 consecutive trading days, Matador will have the right to accelerate the expiry date of the June Warrants by giving notice, via a news release, to the holders of the June Warrants that the June Warrants will expire on the date that is 30 days after the issuance of said news release. In connection with the closing, Matador issued an aggregate of 152,165 broker warrants (the "June Broker Warrants") to eligible registrants assisting in the offering, each exercisable to acquire one Matador Share at $0.77 for a period of 12 months subject to the same acceleration provisions as the June Warrants.

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On June 3, 2025, Matador announced that the Matador Shares had commenced trading on Frankfurt Stock Exchange under the ticker symbol IU3.

On June 11, 2025, Matador announced that it had acquired an additional 5.38 Bitcoin for CAD$798,000 (USD$581,198). The 5.38 Bitcoin was acquired at an average price of USD$107,217 per Bitcoin, inclusive of fees and expenses.

On June 11, 2025, Matador entered into a media agreement with Flex Ecosystem Holding Ltd. d.b.a DroomDroom ("DroomDroom") to provide investor relations services. DroomDroom will assist Matador in increasing investor interest and strengthening its strategic positioning in the digital asset space through curated media content and distribution. The agreement is for a term of three (3) months, unless terminated in accordance with the terms of the agreement. In consideration for DroomDroom's services, Matador will pay DroomDroom (i) USD$6,000 cash; and (ii) 10,824 stock options (the "Options"). The Options vest in quarterly installments over 12 months, have a 36-month term and an exercise price of $1.14. The agreement remains subject to the approval of the TSXV.

Share Issuances by Matador Gold

On November 29 and December 1, 2021, Matador Gold issued an aggregate of 2,150,000 Matador Gold Shares to Deven Soni and Nigel Holmes in consideration of consulting services, which were exchanged for Matador Shares pursuant to the Transaction. Upon Closing, an aggregate of 1,000,000 of these Matador Shares became subject to the following resale restrictions (collectively, the "Contractual Resale Restrictions"):

750,000 Matador Shares held by Deven Soni are subject to contractual restriction to be released (i) as to 250,000 Matador Shares upon completion of an equity financing by Matador to raise minimum aggregate gross proceeds of $10,000,000; (ii) as to 250,000 Matador Shares upon Matador becoming a reporting issuer in any jurisdiction of Canada and the Matador Shares commencing trading on a recognized stock exchange; and (iii) as to 250,000 Matador Shares upon Matador holding $100,000,000 in tokenized gold (which is physical gold bullion that has its ownership rights stored as digital tokens on a blockchain); and
250,000 Matador Shares held by Nigel Holmes are subject to contractual restriction to be released (i) as to 25,000 Matador Shares upon the establishment of each qualified partnership by Matador, to a maximum of 150,000 Matador Shares; and (ii) as to 100,000 Matador Shares upon Matador having $100,000,000 in assets under management or tokenized gold.

From January to March, 2022, Matador Gold completed multiple tranches of a non-brokered private placement pursuant to which it issued an aggregate of 7,694,000 Matador Gold Shares at a price of $0.25 per Matador Gold Share for gross proceeds of $1,923,500 (the "$0.25 Private Placements").

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From March to May, 2022, Matador Gold completed multiple tranches of a non-brokered private placement pursuant to which it issued an aggregate of 6,407,000 Matador Gold Shares at a price of $0.50 per Matador Gold Share for gross proceeds of $3,203,500 (the "$0.50 Private Placements").

On April 23, 2024, Matador Gold completed a non-brokered private placement pursuant to which it issued an aggregate of 6,000,000 Matador Gold Shares at a deemed price of $0.458 per Matador Gold Share in consideration of cryptocurrency assets valued at approximately $2,748,000.

From July to August, 2024, Matador Gold completed multiple tranches of a non-brokered private placement pursuant to which it issued an aggregate of 3,592,041 Matador Gold Shares at a price of $0.50 per Matador Gold Share for gross proceeds of $1,796,021.

An aggregate of 14,101,000 Matador Shares which were issued in exchange for Matador Gold Shares issued pursuant to the $0.25 Private Placements and $0.50 Private Placements became subject to the following voluntary resale restrictions upon the Closing (the "Voluntary Resale Restrictions"):

Proportion Subject to Resale Restrictions	Expiration of Resale Restrictions
20% of the Matador Shares	The date on which Matador Shares are listed for trading.
20% of the Matador Shares	3 months from the date Matador Shares are listed for trading.
20% of the Matador Shares	6 months from the date Matador Shares are listed for trading.
20% of the Matador Shares	9 months from the date Matador Shares are listed for trading.
20% of the Matador Shares	12 months from the date Matador Shares are listed for trading.

Business Strategy and Regulation

Matador is a publicly traded Bitcoin ecosystem company focused on building infrastructure, applications, and products that leverage the Bitcoin network. The company holds Bitcoin as its primary treasury asset and is guided by a Bitcoin-first strategy that emphasizes long-term value creation through strategic Bitcoin accumulation, Bitcoin-native product development, and participation in decentralized infrastructure.

The company's flagship product, the Digital Asset Platform, is designed to bridge the world of traditional assets with modern digital technology. It enables the inscription of digital art onto physical gold. The platform integrates precious metals-based art with blockchain infrastructure using Bitcoin Ordinals, a protocol built on the Bitcoin network. By aligning physical gold with Bitcoin-based NFTs, Matador aims to create a new product that appeals to both traditional gold enthusiasts and digitally native consumers.

As part of its product roadmap, Matador plans to issue limited-edition NFT art collections tied to physical gold. Each theme will feature 1,000 inscribed tokens, which users can optionally laser-etch onto their gold units and have shipped to them as a customized, collectible product. This

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innovation opens new channels of engagement, particularly for younger users who are drawn to scarcity-driven digital assets and blockchain-native experiences. Because Bitcoin Ordinals can only be minted using Bitcoin, the company has also adopted a treasury strategy centered on accumulating Bitcoin to support product utility, alignment, and future development.

Matador continues to believe that physical gold remains a compelling long-term store of value—particularly in times of inflation, currency volatility, and banking sector uncertainty. By offering access to gold printing in as little as 1-gram increments, Matador makes physical gold ownership more accessible to a broader demographic (through art). At the same time, the platform's integration with Bitcoin positions Matador to participate in the broader evolution of digital infrastructure.

From a regulatory perspective, Matador may in the future be designated as a "dealer in precious metals and stones" ("DPMS") under Canadian federal law. DPMS businesses are subject to oversight by FINTRAC and must comply with applicable rules under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. Matador has proactively built out its compliance program to align with current and anticipated AML/KYC obligations. Although not yet a registered DPMS, the company monitors applicable legislation and is prepared to implement additional compliance measures as required.

As a digital-first platform, Matador expects to benefit from global scalability, internet-based customer acquisition, and geographic expansion—subject to meeting legal and regulatory requirements in each jurisdiction in which it operates. International growth will be pursued in a responsible manner, and the company will ensure its products and compliance framework remain aligned with evolving local laws.

Additional Strategic Opportunities and Potential Investments

Management is also actively considering a range of complementary investment and development opportunities designed to support Matador's broader vision as a Bitcoin ecosystem company. While the company's flagship product—the Digital Asset Platform—remains central to its strategy, the Board and management recognize the value of selectively expanding into adjacent areas that align with Matador's mission to enhance and build on top of the Bitcoin network.

To that end, Matador is evaluating Potential Investments that are consistent with its long-term objectives of strategic Bitcoin accumulation, product development on Bitcoin, and infrastructure participation across the digital asset economy. These areas include:

Digital Asset Holdings and Yield Strategies: Matador may acquire and hold a range of cryptocurrencies—including Bitcoin, Ethereum, Solana, SUI, and stablecoins such as USDC or Dai—for treasury management, liquidity, and risk-adjusted return generation. The company may also participate in income-generating strategies including staking, DeFi lending, and structured yield products.
Bitcoin Volatility Capture and Synthetic Mining: Through structured derivatives strategies, Matador may seek to generate income from market volatility, recycling proceeds

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into further Bitcoin acquisitions to support treasury growth and strategic alignment.

Real-World Assets and Digital Collectibles: Matador is exploring investments in tokenized physical assets, NFTs, and Bitcoin-native digital collectibles (Ordinals) to broaden product offerings, attract digitally native users, and enhance the utility of its platform.
Layer 1/Layer 2 Blockchain Infrastructure: Matador may invest in, or help operate, consensus mechanisms that support key networks—including staking, delegation, node validation, or liquidity provisioning—particularly in protocols that enhance Bitcoin scalability and usability.
Public and Private Equity in Strategic Sectors: Matador may invest in companies—public or private—across the cryptocurrency, blockchain, financial technology, or metals sectors, provided those businesses offer a compelling strategic fit or operational synergy with Matador's core focus areas.
Protocol Development and Decentralized Applications: In line with its commitment to advancing the Bitcoin network, Matador may support or incubate decentralized applications (dApps), tokenized marketplaces, and related protocol development opportunities where it sees high-impact potential.

All such opportunities are reviewed and evaluated by Matador's internal Investment Committee, which has been tasked with maintaining strategic alignment, prudent capital deployment, and appropriate risk oversight. The company's investment framework emphasizes strong fundamentals, real-world utility, credible management, and market liquidity—seeking to identify assets and opportunities with the potential to outperform Bitcoin on a risk-adjusted basis.

Matador retains the flexibility to issue securities, pursue divestitures, or spin out business units to fund its evolving strategy, all subject to Board and/or Investment Committee approval. These strategic activities are designed to maximize long-term shareholder value while preserving financial strength and adaptability in an evolving market environment.

Matador Digital Asset Platform Features and Functionality

Matador's Digital Asset Platform enables the inscription of digital art onto physical gold. The platform integrates precious metals-based art with blockchain infrastructure using Bitcoin Ordinals, a protocol built on the Bitcoin Network. The company's first product is "Grammies" which are Digital Gold Collectibles, which consists of 1-gram gold units with digital inscriptions recorded on Bitcoin. These units are tradable and transferable via Ordinals-compatible Bitcoin wallets and can be converted into physical gold-based artwork.

Key Features of the Grammies product include:

1-Gram Physical Gold Units. Each Grammie is associated with 1-gram of physical gold, securely stored at the Royal Canadian Mint through Matador's partnership with Kitco.

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Bitcoin Ordinals Integration. Grammies are digitally inscribed on the Bitcoin blockchain using the Ordinals protocol, ensuring each unit has a unique, verifiable digital identity.

Limited Edition Art. Each Grammie is issued in a run of 1,000 unique digital art that is part of a collection.

User Dashboard. A personalized interface allows users to view, manage, and track their Grammies, providing real-time insights into their holdings.

Wallet Compatibility. Grammies can be transferred to Ordinals-compatible Bitcoin wallets, granting users full control over their digital assets.

Transferability. Users will be able to buy and sell Grammies on various marketplaces and transfer Grammies directly to other users with compatible Bitcoin wallets.

Physical Art Conversion. Users have the option to convert their digital Grammies into tangible gold artwork, merging the realms of digital collectibles and physical art. Users can request their art to be etched on a 1 gram piece of gold and delivered to their address for a shipping and handling fee. This conversion will remove the association of that Grammie with physical gold at the Royal Canadian Mint.

Expansion Into Other Metals. Following the launch of Grammies, Matador plans to explore introducing similar products featuring other precious metals, such as silver, expanding its platform offerings.

Matador builds on significant elements of existing infrastructure. This includes the existing infrastructure of computers, financial infrastructure of online payment providers, as well as gold purchasing and vaulting infrastructure. Matador will deliver a product that it believes is suited for new and existing customers that are underserved by the broader industry today. The Matador platform will be comprised of the following services (including both current and anticipated future services):

Vault Account and Gold Storage. The gold associated with Matador’s Grammies will be held at the Royal Mint in Ottawa (pursuant to the Kitco Agreement). This technology integration is important in establishing Matador as a trusted platform for the purchase and storage of gold.
Purchasing Methods. Users will be able to purchase Grammies using Bitcoin - initially on the platform of external partners. Matador will explore the launch of its own platform to buy and sell Grammies as the market matures however at the time of launch, it is anticipated that Matador will initially accept payment through third-party platforms.
Physical Gold Shipping. Users will be able to request their physical Grammies to be shipped to their requested address.

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User Support. The Matador platform will provide all-encompassing User Support Solutions related to accounts, application navigation and technical questions. Customer support will be primarily handled via ticket/email.

Flow of Funds to Matador

The steps involved in the proposed sale of Ordinals by Matador are as follows:

Matador acquires 1 kg of physical gold via the Kitco Agreement via wire transfer.
Matador buys 1,000 “sats” (each sat is worth 1 / 100,000,000th of a Bitcoin) or allocates 1,000 sats from its balance sheet.
Matador pays the required transaction fees to the Bitcoin Network to “mint” the sats into Ordinals - which associates them with the physical gold and a unique piece of digital art.
Matador sells these ordinals via partnerships with various Ordinals marketplaces and launchpads (note: Matador may choose to sell Ordinals from its own site at a later date).
a. When sold, Matador receives the sale price (minus a transaction fee) from the marketplace - paid in Bitcoin.

In addition to the foregoing, Matador is also exploring partnerships with Ordinals marketplaces whereby it earns a percentage of the transaction fees earned by the platform when Grammies are traded on those platforms (paid to Matador in Bitcoin).

Revenue Model of Matador Platform

Matador’s revenue model is centered around transaction-based fees and select service charges related to the purchases, sales and transfers of Ordinals. The company also retains flexibility to introduce additional revenue streams as the platform evolves.

Buy/Sell Transaction Fees. Matador earns a margin on the Ordinals sold to consumers - whether those sales are made on Matador’s own site or using other sites or marketplaces. This fee is reflected as the spread between the cost of creating Ordinals and the purchase price of the Ordinals sold to customers. Fees and margins may be adjusted dynamically to optimize for market conditions and revenue performance.

Shipping and Service Fees. Users who request physical delivery of art are charged shipping and handling fees that can exceed the cost of providing those services. While storage fees for the gold associated with Ordinals are minimal, Matador reserves the right to introduce such fees in the future, along with other service-related charges (e.g., expedited processing or special handling).

Trading Fees. Matador plans to introduce trading fees when its Ordinals products change hands on various marketplaces and platforms. These fees would typically paid to us as a percentage of the sale value and would be paid to us in Bitcoin. Matador calls these fees “perpetual royalties” due to the longevity and automated nature of these payment streams.

Alternate Business Models. Matador is also exploring new business models that may generate alternate revenue sources for the company.

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Technology and Development

Matador has assembled a team of skilled engineers and designers with broad technical expertise to develop and maintain the Matador Digital Asset Platform, its key technology. The platform is a proprietary suite of technology that allows for the creation (“minting”) and sale of Bitcoin Ordinals, helps the company determine a sales and repurchase price for the Ordinals and also functions as an online compliance and risk management tool. Matador's systems involve a backend application that is only accessed by management and the company's compliance team. This backend application controls and monitors the minting, sale, and buyback platform that is accessible by Matador's customers. The backend application is also responsible for managing Matador's gold inventory (with reconciliation handled separately).

Product Development Strategy

Matador has invested substantial time, effort and financial resources in the development of its technology infrastructure including transaction processing, reporting systems, and software (e.g. user interfaces, backend systems, applications, etc.). Matador believes that this investment has resulted in a competitive advantage. Matador is committed to further enhancing its technology and believes that it will be an important component of its continued success in retaining and attracting new customers.

Matador's software systems are updated regularly and system development and enhancement is a core activity at Matador. Significant investments in product and feature development, data and security management technologies, and scalable infrastructure are made as follows:

Product and Feature Development. Ongoing innovation is the product development philosophy of Matador. Matador intends to develop products for the benefit of its users. The objective is to enable customers to securely hold and manage their assets with features and functionality that maximize the user experience.
Integration of Bitcoin Ordinals and Blockchain Technology. As part of its commitment to innovation, Matador is integrating blockchain technology and Bitcoin Ordinals into its product offerings. Blockchain integration allows Matador to provide users with an enhanced digital asset experience, including immutable record-keeping, greater security, and unique digital asset management capabilities. By leveraging Bitcoin Ordinals, users could securely inscribe and transfer digital artifacts directly onto the Bitcoin blockchain, providing a layer of authenticity and provenance that enhances the value proposition for digital asset holders. Matador will also explore the integration of Bitcoin Layer 2 technologies where appropriate to expand the feature set and speed up transactions for the Digital Asset Platform.
Data Management Technologies. Matador's backend systems manage several kinds of data and enable reporting on key metrics and events of interest to management. Matador's backend systems will also manage a proprietary gold price feed that will be the source of the price for Matador's purchases and sales of gold.

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Blockchain Data Integration. Matador is committed to incorporating blockchain-based data management technologies, which enhance transparency and security. By utilizing blockchain, Matador ensures that transaction data is immutable, easily auditable, and decentralized, thus protecting against tampering and unauthorized access. This aligns with Matador's goal to deliver cutting-edge solutions that meet the evolving needs of its customers and support robust and reliable data analytics.
Security Management Technologies. Matador places a high priority on security management technologies to protect user data and maintain the integrity of its platforms.
Scalable Infrastructure. Matador is dedicated to maintaining a scalable infrastructure that can support its growth trajectory and the increasing demands of its customer base. This includes leveraging blockchain's decentralized nature to create systems that are inherently scalable and resilient, allowing Matador to seamlessly manage growth while maintaining service excellence.

Targeted Launch

Matador's platform is expected to launch publicly in the second quarter of 2025.

Sales, Marketing and Growth

Target Markets for Application

Matador's customer acquisition strategy includes various offline and online channels, both traditional and non-traditional in nature. The target markets have been broken down into five target market segments: (i) traditional bullion buyers; (ii) buyers with previous exposure to digital currencies and assets, (iii) gold stock or ETF/ETC buyers; (iv) consumers interested in NFTs; and (v) consumers who haven't previously purchased any gold or gold-related products but are looking to buy art associated with gold.

Matador intends for its Ordinals art product to be sold globally. As the art and NFT markets are inherently global in nature, Matador expects to benefit from the scalability of Internet based marketing and traffic acquisition. Matador believes that its ability to reach market penetration internationally will depend in part on its ability to create a compelling set of partnerships with international distribution channels.

Market Trends

Current and emerging market trends affecting Matador include (i) market interest for both gold and Bitcoin; (ii) gold and Bitcoin price trends in various national currencies; and (iii) the challenged global economic climate. Matador is expected to benefit greatly from these current trends. Additionally, Matador is also anticipating a considerable shift in public sentiment and usership of products built on the Bitcoin network.

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Platform Marketing Plans and Strategies

Matador employs both online and offline marketing efforts with the overarching goal to raise awareness around its technology and products. It is anticipated that holistic marketing campaigns will emphasize the scarcity, convenience, and global distribution of Ordinals purchased from Matador to attract users who would not ordinarily participate in the digital art market due to various technical or physical barriers, and the functionality of Matador’s Digital Asset Platform is touted to attract existing market participants. Marketing programs are designed and executed by marketing professionals employed by Matador, as well as contracted outside consultants, as required. Matador also seeks to expand through strategic partnerships on both a national and global scale.

Online Marketing and Growth Strategy: Matador intends to invest heavily in brand awareness and online marketing efforts by capitalizing on each digital touch point that potential users engage with on a daily basis. As such, Matador will continue to market its brand through paid search advertising, display advertising, social media, key opinion leaders, and referral and affiliate programs. Initially, Matador's focus shall be on low-cost social media marketing (on outlets such as podcasts and blogging guest posts), as well as mobile display advertising.
Traditional Outbound Marketing: Matador uses traditional print, direct mail, guerilla marketing, and event marketing, both paid and in combination with various sponsorship opportunities.

Platform Marketing, Customer Acquisition, and Customer Waitlist

Matador plans to focus its marketing strategy on creating awareness of its product through a combination of low-cost viral methods and strategic event participation, including a strong emphasis on attending conferences. The approach involves leveraging podcasts, product giveaways, event participation, and conferences to engage potential users.

Digital advertising will play a significant role in Matador's marketing efforts, targeting existing gold and digital asset buyers through mobile advertising on platforms such as Kitco. As these initial advertising channels reach saturation, Matador will shift its focus to a data-driven, quantitative user acquisition strategy. This strategy will leverage paid customer acquisition from affiliate marketing partners, as well as trusted platforms like YouTube, Google Search, and Facebook, ensuring a focus on short payback periods and positive customer lifetime value and acquisition cost metrics.

In addition to digital marketing, Matador is committed to building awareness and engagement through conference attendance and participation. It is expected that conferences will serve as an essential component of Matador's marketing strategy, providing opportunities to enhance brand visibility, establish the company as a market leader, and connect with key stakeholders. Matador plans to attend industry-specific conferences such as Consensus, Money20/20, FinTech Canada, and the Blockchain Futurist Conference. Matador believes that these events will enable Matador to showcase its innovations to a targeted audience of industry professionals, potential investors, and partners.

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It is anticipated that participation in conferences will involve securing exhibition spaces and sponsorship opportunities to increase visibility and demonstrate Matador's product capabilities. By positioning Matador executives as thought leaders through speaking slots at conferences and participation in panel discussions, the company aims to share insights on market trends, product innovations, and its strategic vision. Matador also intends to leverage these conferences as networking platforms, establishing valuable connections with key industry players, potential customers, and collaborators. Matador plans to utilize meetings and networking sessions to forge strong relationships that can drive future growth and partnerships.

Moreover, Matador plans to conduct live demonstrations and workshops during these conferences, thereby directly engaging attendees with its product offerings. During these anticipated sessions, Matador plans to showcase real-world applications of Matador's solutions, highlighting the competitive advantages and unique value propositions of its products. By focusing on a comprehensive conference strategy, Matador aims to build significant brand awareness and establish a strong presence within the industry, ultimately supporting its overall marketing objectives and growth plans.

Strategic Partnerships

Matador intends to continue to pursue strategic partnerships with established finance and investment industry companies in order to facilitate and enhance the functionality of its anticipated gold-based product offerings. In turn, Matador expects to benefit from increased exposure and rapid, low-cost user acquisition opportunities.

Matador is presently working with Kitco, one of the world's foremost gold media outlets and dealers, pursuant to the Kitco Agreement. The current relationship with Kitco encompasses Matador buying and selling gold using Kitco's trade desk as well as Matador marketing its business to Kitco's user base. However, there can be no assurance that Matador and Kitco will continue their strategic relationship.

Matador also recently announced a strategic partnership with UTXO Management, LLC, a Bitcoin venture capital firm, to focus on accelerating innovation within the Bitcoin and Ordinals ecosystems. The partnership is expected to assist Matador in sourcing innovative acquisition opportunities and potentially developing and incubating cutting-edge projects and initiatives across the Bitcoin and Ordinals space.

Further reinforcing its leadership in the Bitcoin ecosystem, Matador has joined Strategy’s Bitcoin for Corporations initiative—a global program bringing together forward-thinking organizations that are actively integrating Bitcoin into their corporate strategy. As part of this initiative, Matador will gain direct access to institutional best practices related to treasury management, corporate adoption frameworks, regulatory compliance, and capital markets strategy involving Bitcoin. The company believes this participation will support its continued development of Bitcoin-native products and strengthen its long-term position as a Bitcoin treasury and technology platform.

See "Risk Factors – Supply Agreements".

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Change of Business

Summary

Matador is proposing the COB from a Tier 2 technology issuer to a Tier 2 technology/investment issuer on the TSXV, within the meaning of such terms in the Manual. The COB is proposed in order to comply with the applicable regulations of the TSXV in keeping with the evolving strategy of Matador to leverage its technology to incorporate Bitcoin Ordinals into its product offerings and to acquire Bitcoin to hold on Matador's balance sheet both (i) to support the creation of Bitcoin Ordinals; and (ii) to factor into the treasury management strategy of Matador as further detailed below. There will be no changes to the Board or management of Matador as a result of the COB.

Investment Policy

In furtherance of the COB, Matador has adopted the Investment Policy which is appended at Schedule "D" to this Filing Statement. In addition to its current focus areas, the Investment Policy allows for broad flexibility to incorporate a wide range of future investments aligned with Matador's mission to advance the Bitcoin ecosystem and build long-term shareholder value. These future investments may include, but are not limited to:

additional acquisitions of Bitcoin to bolster Matador's treasury;
digital assets, cryptocurrencies, and blockchain-native assets on top of the Bitcoin network (other blockchains);
investment in tokenized real-world assets, digital collectibles, and NFTs, on both the Bitcoin network and possibly other blockchains;
Bitcoin-based assets such as Ordinals;
precious metals such as gold and silver as well as securities and digital assets that are backed by precious metals;
participation in decentralized finance (“DeFi”) protocols, staking programs, liquidity pools, or governance systems as they evolve;
ownership and development of blockchain infrastructure, including operating nodes, validating networks, or providing network liquidity;
engagement in digital asset-based credit and derivative markets through lending, borrowing, margin trading, structured yield products, and other derivative products;
development, incubation, or investment in decentralized applications (“dApps”), blockchain protocols, or tokenized platforms;
investments in public and private companies, including those that build technology related to Bitcoin, other cryptocurrencies, and precious metals;
investments in private funds as well as exchange traded funds and products related to the digital asset sector;
engagement in financial or synthetic mining strategies, including the use of derivatives and structured products to capture volatility-driven returns on cryptocurrency holdings (“BTC Volatility Capture Yield Mining”), with the objective of recycling proceeds into additional digital asset acquisitions; and
other strategic acquisitions, partnerships, or ecosystem investments that leverage Bitcoin, blockchain technology, or digital asset innovation.

The Investment Policy also reserves the right to invest in or develop any blockchain-related or

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digital asset-related initiative, to allow Matador to adapt to emerging opportunities within the rapidly evolving digital economy. In furtherance of its investment objectives and in order to fund future investments, Matador may also (i) issue securities such as Matador Shares, convertible equity securities and/or convertible debt securities; and (ii) dispose of certain of its assets and/or divest certain of its divisions from time to time. See also "- Investment Strategy" below.

Regulatory and Shareholder Approval

In order to effect the COB, Matador is required to obtain the approval of a majority of the Matador Shareholders, which it proposes to obtain by written resolution.

The COB is also subject to the approval of the TSXV. Matador has applied to the TSXV for a waiver of the TSXV's sponsorship and escrow requirements, as well as certain other administrative submissions. The COB cannot close until the required shareholder and TSXV approval is obtained. There can be no assurance that the COB will be completed as proposed or at all.

Reasons for the COB

Matador is proposing to effect the COB for the following reasons:

it reflects the natural evolution of Matador's business over the past six months, expanding from a pure technology focus to a broader investment strategy centered on Bitcoin, cryptocurrencies, precious metals, and blockchain-based assets, which complements and enhances its technology operations;
it is supported by management's significant experience across technology, blockchain, and investment sectors, and aligns with Matador's strategy of developing vertical and horizontal integration between digital assets, technology products, and real-world assets;
it will provide greater flexibility for Matador to not only enhance its core products—such as combining precious metals with Bitcoin Ordinals and NFTs—but also to pursue a wide range of potential investments, including cryptocurrencies, staking activities, DeFi protocols, tokenized real-world assets, and digital asset lending and borrowing, to generate income and strategic growth;
it will allow Matador to strategically issue securities (equity or debt) to fund the acquisition of Bitcoin, other digital assets, or related investments; and
it is expected to create more opportunities for Matador to build shareholder value by diversifying into multiple high-growth sectors of the digital asset economy, maintaining flexibility to invest in or develop future blockchain-related technologies and platforms, and participating in network operations, governance, and ecosystem expansion as opportunities arise.

Arm's Length Transaction

The COB is an Arm's Length Transaction.

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Risk Factors

The business of Matador following completion of the COB will have a number of risk factors. See "Risk Factors - Risks Related to the Proposed Change of Business".

Investment Strategy

Overall Objectives

Matador has adopted a broad investment policy designed to enhance long-term shareholder value. Matador may acquire and hold a wide range of assets, including cryptocurrencies (such as Bitcoin, Ethereum, and stablecoins), precious metals (such as gold and silver), public and private companies in the technology and digital asset sectors, credit products, derivatives, and blockchain-based financial instruments. Matador may also participate in activities such as staking, digital asset lending, structured finance, and blockchain network operations, and reserves the right to develop or support new blockchain protocols, decentralized applications, and digital platforms.

Investment decisions will be overseen by an internal Investment Committee, with flexibility to engage external managers and advisors as needed. This approach will enable Matador to pursue a dynamic and diversified strategy across the evolving Bitcoin and digital asset ecosystem. The Investment Committee will initially be comprised of three directors, being Messrs. Deven Soni, Donato Sferra and Tyler Evans.

Matador does not anticipate the declaration of dividends to the Matador Shareholders during its initial stages and plans to reinvest profits to further the growth and development of its investment portfolio.

Composition of Investment Portfolio

The nature and timing of Matador's investments will depend, in part, on available capital at any particular time and the investment opportunities identified and available to Matador.

Subject to the availability of capital, Matador intends to pursue a flexible and diversified portfolio across Bitcoin, cryptocurrencies, digital assets, blockchain-based financial instruments, precious metals, and public and private companies in both emerging and traditional sectors. The composition of its investment portfolio will evolve based on market conditions, risk assessments, strategic opportunities, and the ongoing development of the digital and real-world asset ecosystems.

The Board previously approved the purchase of up to $4.5 million of Bitcoin to be held on Matador's balance sheet. Such an investment is in part due to the fact that Matador has determined that Ordinals will comprise its initial product offering and the use of Bitcoin is required to create Ordinals. In addition, the acquisition of Bitcoin to hold on Matador's balance sheet is part of Matador's long-term strategy to adopt Bitcoin as a foundational asset for its treasury. By aligning with Bitcoin's unique properties of security, liquidity, and trust, Matador aims to enhance its capital preservation strategy through these acquisitions. Matador will mitigate the risks associated with acquiring Bitcoin through a robust treasury management strategy, diversification and hedging

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strategies, where appropriate. Matador will also ensure that it has sufficient fiat currency on hand to meet its anticipated liquidity needs for at least 12 months at any given time.

Matador is of the view that it is not generally possible at the moment to generate income from holding Bitcoin, although this may be possible in the future given the rapidly evolving nature of cryptocurrency. Accordingly, while Matador remains open to all opportunities to accrue benefits to its shareholders, Matador has no projections for any earnings from its Bitcoin holdings at the present time and can provide no assurance that any such holdings will generate any return in the future.

Funding of Investments

To support its investment strategy, Matador may issue equity or debt securities to finance the acquisition of Bitcoin, other digital assets, or related investments and/or may divest of certain of its assets or spin-out certain of its divisions from time to time.

Acquisitive Growth

Matador may also consider growth by acquisition of all or part of businesses that are complementary to Matador's existing business and/or are accretive to shareholder value, on a going-forward basis. Matador will also consider acquisitions in industries such as those involving digital assets and blockchain, and those that could have strategic value to Matador including partnerships that enhance distribution or provide critical infrastructure for building Matador's technology.

Business Objectives and Milestones

The following table sets out Matador's targeted business milestones, as well as the expected timeframe for, and cost of, achieving same:

Milestone	Estimated Completion Date	Estimated Cost
Establish market presence for gold products	Q3 2025	$300,000
Grow Bitcoin balance	Q1 2026	$5,000,000

While Matador intends to pursue these milestones, there may be circumstances where, for valid business reasons, a re-allocation of efforts may be necessary or advisable.

Security and Transparency

Matador invests in technology, processes, and people as part of its commitment to safeguarding users' information. Matador aims to use a variety of techniques to protect the data that it is entrusted with to protect against attacks or unauthorized access. Matador aims to employ proprietary technologies to protect users and measures to protect all information stored in its online databases.

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The following is a summary of the measures taken by Matador for transparency, accountability and security in its operations:

Audited Annual Financial Statements. Matador audited annual financial statements are prepared in accordance with IFRS and are audited by Kingston Ross Pasnak LLP, Chartered Professional Accountants, Licensed Public Accountants, Toronto, Ontario, who are independent of Matador in accordance with the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Ontario.

Specialized Skill and Knowledge

Most aspects of Matador's business require specialized skill and knowledge. Such skills and knowledge include software engineering, marketing, finance and investing, cryptocurrency matters, accounting, and regulatory compliance. Matador meets its needs for such specialized skills and knowledge through the expertise of its directors, officers, and employees. To the extent that additional specialized skills and knowledge are required, Matador retains outside consultants.

Competitive Conditions

Matador faces competition globally from traditional and online metals dealers as well as cryptocurrencies backed by gold, which may offer a variety of internet-based products and services. Principal competitors include ONEGOLD, Inc., an online and mobile precious metals dealer, as well as Paxos Gold, a gold-backed stablecoin. Matador may become subject to additional competition as it introduces new products or expands its asset holdings to include cryptocurrency and/or digital assets, as Matador's existing services evolve, or as other companies introduce products and services similar to those provided by Matador. In the Bitcoin-focused segment, Matador also competes with public companies that have adopted Bitcoin as a core asset or strategic pillar. These include MicroStrategy, Metaplanet, and Twenty-One Capital, all of which are positioning themselves as high-conviction vehicles for Bitcoin exposure. Additional competition may arise from ETFs, asset managers, and fintech platforms that integrate Bitcoin or Ordinals into their offerings and infrastructure.

Matador believes that it will enjoy competitive advantages that enable it to compete effectively, including:

Uniqueness of service. Matador is not aware of any competing service that offers all of the features that will be offered by its application such as its unique buy now, pay later features. If Matador is able to effectively carry out its marketing plan, it anticipates enjoying an "early mover" advantage.
Physical and digital security. Through its indirect relationship with the Royal Canadian Mint as custodian for gold, which is insured by third party insurance providers, and Matador's audit procedures, Matador will offer security and accountability for protection of its customers' physical gold and provide users with high levels of privacy and digital security.

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Proven market for gold and gold products. Gold has been used throughout history as a store of monetary value, and as such enjoys investment demand for its monetary utility. Gold's unique qualities also make it considerably useful in a large number of industrial applications, and as such it also has a gold utility-driven demand profile.
Superior user experience. Matador's service platform is designed to integrate seamlessly into users' everyday computer usage with a modern, intuitive user interface.
Strong management and employee team. Matador has built a management team with extensive experience in capital markets, trading, the mining and metals industry, and financial and non-financial compliance, and employs a team of experts in advanced computer programming, digital security, UX/UI design, and financial exchange architecture to develop, maintain and grow the Matador platform.
Advisors and industry partners. Matador has built relationships with reputable industry partners in legal, compliance, payments, auditing, storage, banking, and online authentication.
Bitcoin-native product generation. Matador creates yield-generating and collectible products directly on the Bitcoin platform—such as Ordinals and tokenized digital assets—unlocking new economic utility for the network while building proprietary digital infrastructure.
Recycling revenue into Bitcoin, not dilution. Instead of raising capital through ongoing equity issuance, Matador aims to fund Bitcoin acquisitions through operating income, minimizing shareholder dilution and maximizing long-term value per share.
Canadian-focused Bitcoin company. Matador is the only Bitcoin-native public company primarily focused on Canadian markets, offering local investors exposure to Bitcoin strategies through a homegrown platform.

Operations

Personnel

Matador's service providers are engaged in sales, management, computer programming and administration. Geographically, nine of Matador's service providers are located in Canada, two are located in the United States, and one is located outside of North America. Management of Matador believes its relationship with its service providers is excellent.

Economic Dependence

Matador is not substantially dependent on any individual contract and has viable alternatives for each of its primary vendors and suppliers.

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Intellectual Property

Matador believes its brand name and its proprietary application has intangible value, however it does not have any registered intellectual property. In accordance with industry practice, Matador plans to protect its proprietary products, technology and competitive advantage through a combination of contractual provisions and trade secrets, copyright and trademark laws in Canada and the United States and other jurisdictions in which it conducts its business, as applicable. Matador will also utilize confidentiality agreements, assignment agreements and license agreements with employees and third parties, which limit access to and use of its intellectual property, where appropriate.

Business Model

Matador has entered into the Kitco Agreement and makes use of cloud services offerings (primarily by Amazon Web Services) and, as a result, Matador's business model does not require material investments in capital expenditures and it does not have any associated hardware depreciation. Matador's objective is to fully cover operating expenses through the profits from its dealer operations.

Government Regulation and Compliance

Matador's services are subject to a variety of laws and regulations enacted by the Canadian federal government, each of the provincial governments in which Matador operates, and other localities and jurisdictions. Beyond the laws that Matador has determined to be relevant, there may also be international, federal and provincial laws that are relevant, or that are viewed by a private litigant or a regulator as being relevant. Common areas of law that are subject to actual or potential application in the areas that Matador operates in may include: anti-money laundering/counter-terrorist financing; financial services; securities, derivatives, investments, or commodities brokering; currency controls (abroad); anti-bribery; regulations of the Canadian Department of Foreign Affairs, Development, and Trade, escheatment laws, tax laws, intellectual property laws; consumer disclosure and consumer protection laws; and rules, laws and regulations including those governing credit and debit cards (depending upon the means of payment utilized), electronic payments and competition law. Additionally, Matador is subject to laws and regulations affecting companies that conduct business through the Internet, many of which are still evolving and being tested in the courts, and could be interpreted in ways that could have negative consequences for Matador's business. These include laws regarding contracts of adhesion, user privacy, data protection, content, distribution, electronic contracts, and online communications. As a Canadian corporation that serves customers in Canada, Matador is subject to federal, provincial, and foreign laws regarding privacy, data protection and information security laws. Foreign laws and regulations may be more restrictive than those in Canada.

Canadian federal and provincial and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly-evolving industry in which Matador operates. Failure to comply with any of these requirements could result in the limitation, suspension or termination of Matador's services, the seizure of Matador's assets and the imposition of civil and criminal penalties, including fines and restrictions on Matador's ability to offer

services. See "Risk Factors" for additional discussion regarding potential impacts of failure to comply.

Matador is not a bank, investment dealer, trust company, or other type of regulated financial intermediary. Accordingly, Matador is subject to less-stringent regulations than those that apply to financial institutions. Matador does not maintain and is not eligible for insurance through government-sponsored programs or deposit insurance, and relies on private insurance coverage through Kitco on gold held in vaults, which may not necessarily provide as extensive coverage in the event of loss. There may also be other risks for which Matador is not eligible for insurance or government protection schemes that might apply to other types of regulated companies (which Matador is not). Matador operates as a commercial enterprise, on the same terms as most businesses in Canada, with no specific applicable regulatory scheme that governs its business as of the date of this Filing Statement.

Selected Consolidated Financial Information and Management's Discussion and Analysis

Selected Financial Information

The following table sets forth selected financial information of Matador for the fiscal year ended October 31, 2024 (prior to the completion of the Transaction) and the three-month period ended January 31, 2025. Such information is derived from, and should be read in conjunction with, the Financial Statements, which are attached hereto as Schedule "B".

	As at and for the fiscal year ended October 31, 2024 (audited) ($)	As at and for the three month period ended January 31, 2025 (unaudited) ($)
Current assets	4,140,561	3,086,243
Total assets	6,312,993	11,386,437
Current liabilities	82,210	126,272
Total liabilities	82,210	126,272
Shareholders' equity (deficit)	6,230,783	11,260,165
Total Expenses	3,329,126	2,707,776
Net Loss	4,494,975	5,914,634

Management's Discussion and Analysis

Matador's MD&A for the fiscal year ended October 31, 2024 (prior to the completion of the Transaction), and for the three months ended January 31, 2025, are attached to this Filing Statement as Schedule "A", and should be read in conjunction with the Financial Statements.

See also the disclosure under the headings "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" elsewhere in this Filing Statement.

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Description of Securities

Common Shares

Holders of Matador Shares are entitled to one vote for each Matador Share held at all meetings of Matador Shareholders, to receive dividends if, as and when declared by the Board, and, upon liquidation, to share equally in such assets of Matador as are distributable to the holders of the Matador Shares. The Matador Shares carry no pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities, or provisions requiring a shareholder to contribute additional capital.

Stock Options

The Matador Option Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants to Matador, non-transferable options to purchase Matador Shares. As of the date of this Filing Statement, there are an aggregate of 14,475,434 Matador Options outstanding. See also "Information Concerning Matador – Security Based Compensation" and "- Escrowed Securities".

RSUs and PSUs

The Matador RSU/PSU Plan provides that the Board may from time to time, in its discretion, grant to directors, employees and consultants to Matador, non-transferable Matador RSUs or Matador PSUs to acquire Matador Shares. As of the date of this Filing Statement, there are an aggregate of 100,000 Matador RSUs and 3,000,000 Matador PSUs outstanding. See also "Information Concerning Matador – Security Based Compensation" and "- Escrowed Securities".

Prior Sales

Matador has not issued or sold any Matador Shares during the 12 months preceding the date of this Filing Statement other than as follows:

Date	Description	Price per share
December 9, 2024	83,612,963 Matador Shares	N/A^{(1)}
April 30, 2025	500,000 Matador Shares	N/A^{(2)}
	44,943	$0.30
May 1, 2025	100,000	N/A^{(3)}
May 13, 2025	30,000	$0.50^{(4)}
May 26 and 28, 2025	5,452,773 May Units	$0.55^{(5)}

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(1) These Matador Shares were issued pursuant to the completion of the Arrangement to former shareholders of Matador Gold and the participants in the Concurrent Financing. See "Information Concerning Matador – Three Year History" above.

(2) Issued pursuant to UTXO Agreement. See "Information Concerning Matador – Non-Arm's Length Transactions" above.

(3) Issued upon vesting of Matador RSUs.

(4) Issued upon exercise of CF Broker Warrants.

(5) Price per unit, with each unit consisting of one Matador Share and one-half of one share purchase warrant, with each whole share purchase warrant entitling the holder thereof to acquire one additional Matador Share at an exercise price of C$0.75 for a period of 12 months, subject to acceleration. See "Information Concerning Matador – Three Year History" above.

(6) Price per unit, with each unit consisting of one Matador Share and one-half of one share purchase warrant, with each whole share purchase warrant entitling the holder thereof to acquire one additional Matador Share at an exercise price of C$0.77 for a period of 12 months, subject to acceleration. See "Information Concerning Matador – Three Year History" above.

(7) Issued upon the exercise of Agent's Warrants.

Stock Exchange Price

The Matador Shares are currently listed on the TSXV under the symbol "MATA". The following table sets forth trading prices and volumes of the Matador Shares on the TSXV for the periods noted, as reported by the TSXV:

Period	High ($)	Low ($)	Volume
June 1 to 20, 2025	$2.02	$0.83	6,748,707
May 2025	$1.23	$0.422	5,688,204
April 2025	$0.445	$0.26	2,018,778
March 2025	$0.50	$0.235	1,755,044
February 2025	$0.52	$0.34	1,225,399
January 2025	$0.65	$0.335	1,566,259
December 2024	$0.90	$0.49	1,317,065
November 2024(1)	N/A	N/A	Nil
October 2024(1)	N/A	N/A	Nil
September 2024(1)	N/A	N/A	Nil
August 2024(1)	N/A	N/A	Nil
July 2024(2)	$0.10	$0.05	4,500

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June 2024(2)	$0.06	$0.06	50,000
May 2024(2)	$0.05	$0.05	90,000

Notes:
(1) Trading in the common shares of Matador was halted on August 13, 2024, pending completion of the Transaction.
(2) Presented on a pre-Consolidation basis.

Consolidated Capitalization

The following table summarizes the share capital of Matador as at January 31, 2025 and as at the date of this Filing Statement:

Description	Amount Outstanding at January 31, 2025	Amount Outstanding at June 30, 2025
Matador Shares	92,360,319	105,935,705
Matador Options	13,125,434	14,475,434
Matador RSUs	150,000	100,000
Matador PSUs	3,000,000	3,000,000

Executive Compensation

The Named Executive Officers of Matador did not receive any salary, consulting fee, retainer or commission, bonus, committee or meeting fees, perquisites, share-based awards, non-equity incentive plan compensation, pension value or other compensation during the most recent fiscal year of Matador ended October 31, 2024, other than stock option based awards as further detailed below.

Stock Options and Other Compensation Securities

The following table sets forth information with respect to all compensation securities granted or issued to Matador's Named Executive Officers and directors by Matador in the most recently completed financial year for services provided or to be provided, directly or indirectly, to Matador.

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Name and Position	Type of compensation security	Compensation Securities
		Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Alex Tapscott, Former President and CEO	Stock options	850,000	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
Shirin Kabani, Former CFO	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
Kirstin McTaggart, Former Secretary and Director	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
James Fox, Former Director	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033
John Wilson, Former Director	Stock options	212,500	Feb 10, 2023	$0.10	$0.10	$0.08	Feb 10, 2033

Notes:
(1) All stock options are presented on a pre-Consolidation basis, and were exercised following October 31, 2024 as a condition to the completion of the Transaction.

No compensation securities were exercised by Matador's Named Executive Officers or directors during the most recently completed financial year ended October 31, 2024.

Director Compensation

Non-executive directors of Matador do not currently receive a fee but are entitled to receive Matador Options, Matador PSUs and Matador RSUs at the discretion of the Board. As of the date of this Filing Statement, Matador had 14,475,434 Matador Options, 100,000 Matador RSUs and 3,000,000 Matador PSUs outstanding, of which 6,500,000 Matador Options, 0 Matador RSUs and 3,000,000 Matador PSUs have been granted to directors.

Directors of Matador are also reimbursed for travel and other out of pocket expenses incurred in attending directors' and shareholders' meetings and are entitled to receive compensation to the extent that they provide other services to Matador at rates that would be charged by such directors

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for such services to arm's length parties. During the year ending October 31, 2024, no such compensation was paid to any director of Matador.

Compensation Discussion & Analysis

Matador's approach to executive compensation has been to provide suitable compensation for executives that is internally equitable, externally competitive and reflects individual achievements. Matador attempts to maintain compensation arrangements that will attract and retain highly qualified individuals.

Matador's compensation arrangements for its Named Executive Officers may, in addition to salary, include compensation in the form of bonuses and, over a longer term, benefits arising from the grant of Matador Options, Matador RSUs and/or Matador PSUs. Given the stage of development of Matador, compensation of Matador's Named Executive Officers to date has primarily emphasized salary, Matador Options, Matador RSUs and Matador PSUs to attract and retain Named Executive Officers and, to a certain extent, to conserve cash. This policy may be reevaluated from time to time depending upon the future development of Matador and other factors which may be considered relevant by the Board.

During the fiscal year ended October 31, 2024, no cash compensation was paid to any director or officer of Matador as it was a CPC during such period and had not yet completed the Transaction. Matador's objective in determining the compensation of its Named Executive Officers is to reward performance, while seeking to maintain sufficient cash to satisfy ongoing commitments. The Compensation Committee establishes and reviews Matador's overall compensation philosophy and its general compensation policies with respect to its Named Executive Officers, and approves the salary, bonus, securities compensation and other benefits for such officers. In determining compensation matters, the Compensation Committee may consider a number of factors, including Matador's performance, the value of similar incentive awards to officers performing similar functions at comparable companies, the awards given in past years and other factors it considers relevant. With respect to any bonuses or securities compensation which may be awarded to executive officers in the future, Matador has not established any objective criteria and will instead rely upon discussions at the Board level with respect to the above-noted considerations and any other matters which the Board may consider relevant on a going-forward basis, including the cash position of Matador.

Existing Matador Options, Matador RSUs and Matador PSUs held by Matador's Named Executive Officers at the time of subsequent grants are taken into consideration in determining the quantum and terms of any such subsequent grants. Such securities have been granted to directors, management, employees and certain service providers, as long-term incentives to align the individual's interests with those of Matador. The size of the awards is in proportion to the deemed ability of the individual to have an impact on Matador's success.

Management Contracts

Management functions of Matador are substantially performed by directors or senior officers of Matador and have not been performed, to any substantial degree, by any other Person with whom

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Matador has contracted. Details of the contracts between Matador and each of its executive officers are set out below:

Deven Soni (CEO, Chairman, and Director)

Mr. Soni provides his services to Matador pursuant to a consulting agreement dated January 11, 2022 between Mr. Soni and Matador. Pursuant to the terms of the agreement Mr. Soni is entitled to receive a monthly fee of US$10,000 (the "Base Fee"), which increases to US$20,000 per month upon completing an offering of Matador's equity securities for gross proceeds of not less than $10,000,000, with a $2,000 benefit stipend. Additionally, Mr. Soni is entitled to receive an annual bonus, with a target of 50% of the Base Fee, based on the achievement of performance metrics to be mutually established by the Board and Mr. Soni at the beginning of each year. Mr. Soni has also received 1,500,000 Matador Shares, 750,000 of which are subject to the Contractual Resale Restrictions. Mr. Soni has also received 1,350,000 Matador Options, which vest quarterly in arrears over the course of three years. Mr. Soni has also received 1,450,000 Matador Options as Director compensation, which vest semi-annually in arrears over the course of three years, and 3,000,000 Matador PSUs. The agreement may be terminated without cause by Matador providing written notice to Mr. Soni, upon 30 days written notice, and by Mr. Soni on providing 30 days written notice.

The agreement includes a non-competition clause, whereby, during the term of the agreement and for a period of 12 months from the date of its termination, Mr. Soni is prohibited from: serving as an executive, officer, director, employee or in any advisory capacity with any competitor, in whole or in part, of Matador with respect to activities that are competitive to the business of Matador. Further, the agreement includes a non-solicitation provision, whereby, during the term of the agreement and for a period of 12 months from the date of its termination, Mr. Soni is prohibited from soliciting any employees of Matador.

There is a change of control provision in the agreement whereby, in the event of a change of control, as that term is defined in the consulting agreement, Mr. Soni will receive 24 months of monthly compensation ranging from $240,000 to $480,000, the number of which is dependent on whether Matador has completed an offering of its equity securities for gross proceeds of no less than $10,000,000 immediately after a change of control event.

Jing Peng (Chief Financial Officer)

Mr. Peng provides his services to Matador pursuant to a consulting agreement dated December 1, 2024 between Mr. Peng, Marrelli Support Services Inc. and Matador Gold. Pursuant to the terms of the agreement, Mr. Peng shall receive a fee of $1,500 per month for his services as Chief Financial Officer. The agreement has an indefinite term, subject to earlier termination by either party on 30 days written notice. The agreement contains standard confidentiality and non-solicitation provisions.

Sunny Ray (President)

Mr. Ray provides his services to Matador pursuant to a consulting agreement dated August 1, 2024, between Mr. Ray and Matador. Pursuant to the terms of the agreement, Mr. Ray is entitled

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to receive a monthly fee of Cdn$10,000. Mr. Ray has also received 600,000 Matador Options, which vest, semi-annually in arrears over the course of three years. The agreement may be terminated without cause by either Matador or Mr. Ray upon the provision of 30 days written notice, and by Mr. Ray on providing 30 days written notice.

Non-Arm's Length Transactions

Matador has not acquired any assets or any services from a director or officer, principal securityholder or an Associate or an Affiliate of any such Person over the past 24 months preceding the date of this Filing Statement other than (i) pursuant to the executive employments with each of Messrs. Soni, Peng and Ray as set forth above under "Information Concerning Matador – Management Contracts" and (ii) as set forth below.

During the period from December 9, 2024 to the date of this Filing Statement, Matador paid $143,510 in consulting fees to Hillcrest Merchant Partners Inc. for:

(f) business operations support;
(g) human resource services;
(h) bookkeeping services;
(i) corporate secretarial services; and
(j) financial advisory services.

Donato Sferra is a principal of Hillcrest Merchant Partners Inc. Mr. Sferra is a director of Matador. The above-noted services were incurred in the normal course of operations. These services are provided pursuant to the consulting agreement between Matador Gold and Hillcrest Merchant Partners Inc. dated November 1, 2021 (the "Hillcrest Agreement").

In addition, during the period from December 9, 2024 to the date of this Filing Statement, Matador issued 1,000,000 Matador Shares to UTXO Management LLC pursuant to an amended and restated board consultant agreement between Matador Gold and UTXO Management LLC, dated April 24, 2024 (the "UTXO Agreement") for consulting services. Up to an additional 4,000,000 Matador Shares are issuable to UTXO Management LLC in consideration of board consulting services, pursuant to the UTXO Agreement. Tyler Evans is a principal of UTXO and is a director of Matador.

The following amounts reflect the compensation (excluding compensation securities) which is anticipated to be paid to Matador's Named Executive Officers for the 12 month period following Closing in respect of the periods noted below:

Name and Title	Anticipated Compensation Payable for 12 Months Following Closing	Anticipated Compensation Payable for 18 Months Following Closing

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Deven Soni Chief Executive Officer	$371,328	$556,992
Jing Peng, Chief Financial Officer	$18,000	$27,000

The following amounts reflect the consulting fees which are anticipated to be paid to Non-Arm's Length Parties of Matador following Closing in respect of the periods noted below:

Name of Consultant	Anticipated Fees Payable for 12 Months Following Closing	Anticipated Fees Payable for 18 Months Following Closing
Sunny Ray President	$120,000	$180,000
Hillcrest Merchant Partners Inc.	$210,000	$315,000

Legal Proceedings

There are no legal proceedings that Matador is, or has been, a party to, or of which any of its property is, or has been, the subject matter. To the knowledge of the management of Matador, there are no such legal proceedings contemplated.

No penalties or sanctions have been imposed against Matador by a court relating to provincial and territorial securities legislation or by a securities regulatory authority since its incorporation, nor has Matador been subject to any other penalties or sanctions imposed by a court or regulatory body or entered into any settlement agreement before a court relating to provincial and territorial securities legislation or with a securities regulatory authority.

Material Contracts

2 Matador has not entered into any material contracts outside of the ordinary course of business which are in effect as of the date hereof, other than:

(a) the Hillcrest Agreement (see "Information Concerning Matador - Non-Arm's Length Transactions");

(b) the UTXO Agreement (see "Information Concerning Matador - Non-Arm's Length Transactions");

(c) the agency agreement dated November 14, 2022, between Matador and Canaccord Genuity Corp. in connection with the initial public offering of Matador;

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(d) the Escrow Agreement; and
(e) the CPC Escrow Agreement.

Consolidated Capitalization

As of the date of this Filing Statement, there are an aggregate of 105,935,705 Matador Shares issued and outstanding on a fully diluted basis.

The following table sets out the undiluted share capitalization of Matador, on a consolidated basis, as of the date of this Filing Statement.

Designation of Security	Amount authorized or to be authorized	Amount outstanding as of June 30, 2025 (2)(3)	Percentage on a fully diluted basis(5)
Matador Shares	Unlimited	105,935,705 (1)	81.3%
Agent's Warrants	198,002(7)	25,785	0.01%
CF Broker Warrants	186,000	155,440	0.1%
May Broker Warrants(6)	63,760	63,670	0.05%
June Broker Warrants(6)	152,165	152,165	0.1%
May Warrants(6)	2,726,384	2,726,384	2.1%
June Warrants(6)	3,709,674	3,709,674	2.8%
Matador Options	(4)	14,475,434	11.1%
Matador RSUs	(4)	100,000	0.08%
Matador PSUs	(4)	3,000,000	2.3%
Accumulated Deficit	N/A	$17,006,677	N/A

Notes:

(1) Presented an undiluted basis.
(2) See also "Escrowed Securities".
(3) Presented on a post Consolidation basis.
(4) Each of the Matador Option Plan and Matador RSU/PSU Plan provides that the aggregate number of Matador Shares that may be reserved for issuance pursuant to Matador Options, Matador RSUs, and Matador PSUs, shall not exceed 17,678,847 Matador Shares (or 20,153,097 Matador Shares, subject to ratification by the Matador Shareholders at the next annual shareholders meeting) in the aggregate on a non-diluted basis.
(5) Calculated based upon an aggregate of 130,344,257 Matador Shares issued and outstanding on a fully diluted basis.
(6) See "Information Concerning Matador – Three Year History".
(7) Presented on a post-Consolidation basis.

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Available Funds and Principal Purposes

Source of Funds	Amount
Estimated Matador working capital as at May 31, 2025 (unaudited)	$7,800,000
Total	$7,800,000

See "Information Concerning Matador – Available Funds and Principal Purposes".

Principal Purposes

Use of Funds	Amount
General and administrative expenses for the next 12 months	$2,542,000^{(1)(2)}
Development and commercialization of digital asset platform	$625,000^{(3)}
Grow Bitcoin balance	$2,250,000
Acquisition of an interest in HODL	$1,913,495
Unallocated funds	$469,505
Total	$7,800,000

Notes:

(2) See "Information Concerning Matador – Non-Arm's Length Transactions".

(3) See "Information Concerning Matador – Business Objectives and Milestones".

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Dividends

Matador does not currently intend to declare any dividends payable to the holders of Matador Shares. Matador has no restrictions on paying dividends, however if Matador generates earnings in the foreseeable future, it expects that they will be retained to finance growth. The directors of Matador will determine if and when dividends should be declared and paid in the future based upon Matador's financial position at the relevant time. All of Matador Shares will be entitled to an equal share in any dividends declared and paid.

Principal Securityholders

To the knowledge of Matador, no securityholder owns of record or beneficially, directly or indirectly, or exercises control or direction over, more than 10% of Matador Shares other than as set forth below.

Name of Shareholder and Municipality	Number of Matador Shares Owned, Controlled or Directed	Owned of Record or Beneficially	Percentage
Donato Sferra
Toronto, Ontario	16,110,000(1)	(1)	15.2%(2)(3)

Notes:

(1) Of this total, (i) an aggregate of 11,110,000 Matador Shares are owned, controlled or directed by Mr. Sferra, comprised of 3,000,000 Matador Shares held by ACV Capital Corp., 5,000,000 Matador Shares held by Sferra Family Trust and 3,110,000 Matador Shares held by Mr. Sferra directly; and (ii) an aggregate of 5,000,000 Matador Shares are owned, controlled and directed by the spouse of Mr. Sferra (Margarita Sferra).

(2) Calculated assuming an aggregate of 105,935,705 Matador Shares outstanding.

(3) 13.9% on a fully diluted basis, assuming (i) the exercise of 1,950,000 Matador Options to be held by Mr. Sferra; and (ii) an aggregate of 105,935,705 Matador Shares and 24,408,642 convertible securities of Matador outstanding.

Directors, Officers and Promoters

The table below sets out the name, municipality and province of residence, position with Matador, current principal occupation, and the number and percentage of Matador Shares which are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each of Matador's directors and officers as of the date of this Filing Statement. Additional biographical information about each of these individuals is set out below under the heading "Management":

Name and Municipality and Province of Residence and Position	Principal Occupation During Last Five Years	Matador Shares Owned, Controlled or Directed
		Number(1)	Percentage (3)

48 -

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| Deven Soni, Las Vegas, Nevada
Director, CEO and Chairman
Age: 44 | CEO of Matador (2024 to present)
Director at Kingmakers Inc. (2018 to 2020)
Chief Operating Officer at Tokens.com Inc. (2021 to present)
Executive Chairman at Snowball Industries Inc. (2020 to present) | 2,180,100 | 2.1% |
| --- | --- | --- | --- |
| Sunny Ray, Toronto, Ontario
President
Age: 45 | Founder and President of Unocoin (2013 to present) | Nil | N/A |
| Jing Peng, Toronto, Ontario
Chief Financial Officer
Age: 48 | Senior Financial Analyst, Marrelli Support Services, corporate secretarial firm (2010 to present) | Nil | N/A |
| Donato Sferra, Toronto, Ontario
Director
Age: 48 | Co-founder, Hillcrest Merchant Partners Inc., a merchant bank (2017 to present) | 16,110,000^{(2)} | 15.2% |
| Richard Murphy, Sudbury, Ontario,
Director
Age: 52 | Chief Executive Officer of Evolution Nickel Corp., a mineral exploration company (2024 to present)
Chief Executive Officer of Manitou Gold Inc., a mineral exploration company (2009 to 2023) | 1,000,000 | 1% |
| Tyler Evans, Nashville, Tennessee
Director
Age: 32 | Co-founder of BTC Inc. (2014 to present) and Managing Partner of UTXO Management, LLC (2019 to present) | 8,000,000^{(1)} | 7.6% |
| Peter Kampian, Cambridge, Ontario
Director
Age: 66 | CEO of Edge Financial Consulting services Corp. (2009 to present)
Director Aduro Clean Technologies Inc. (2021 to present) | Nil | N/A |
| Andrew Newbury, Toronto, Ontario
Corporate Secretary
Age: 42 | Senior Account Executive, DSA Corporate Services Inc. (2017 to present) | Nil | N/A |

| Mark Moss,
San Clemente,
California
Chief Visionary Officer
Age: 50 | Founder of Moss Global LLC,
Moss Media Group LLC (2019
to present) | Nil | N/A |
| --- | --- | --- | --- |
| Antoine De Vuyst,
Toronto, Ontario, Chief
Technology Officer
Age: 36 | Co-founder of Bitcoin Bay (2014
to present) | Nil | N/A |

Notes:

(1) The 8,000,000 Matador Shares controlled directly or indirectly by Mr. Evans are comprised of 6,000,000 Matador Shares held indirectly through 210 Capital, LP, and 2,000,000 Matador Shares held indirectly through UTXO Management LLC.

(2) Of this total, (i) an aggregate of 11,110,000 Matador Shares are owned, controlled or directed by Mr. Sferra, comprised of 3,000,000 Matador Shares held by ACV Capital Corp., 5,000,000 Matador Shares held by Sferra Family Trust and 3,110,000 Matador Shares held by Mr. Sferra directly; and (ii) an aggregate of 5,000,000 Matador Shares owned, controlled and directed by the spouse of Mr. Sferra.

(3) Calculated on the basis of 105,935,705 Matador Shares outstanding.

The directors and officers of Matador beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 27,290,100 Matador Shares (on an undiluted basis), representing 29.39% of the issued and outstanding Matador Shares as of the date hereof. See "Information Concerning Matador - Escrowed Securities".

Each director's term of office will expire at the next annual meeting of the shareholders of Matador, unless they are re-elected at such meeting.

Management and Director Biographies

At the time of Closing, all of the executive officers of Matador entered into a non-competition agreement and non-disclosure agreement with Matador or Matador Gold.

The following is a brief description of the key members of management of Matador:

Deven Soni - Director, Chairman and CEO

Mr. Soni, age 44, is an experienced operations executive and investor. He spent several years as a technology-focused investor at Goldman Sachs and Highland Capital Partners, Mr. Soni has extensive experience in the technology sector and co-founded Wired Investors, a tech-focused buyout firm, and was the founding Chief Operating Officer of Tokens.com, a publicly traded blockchain company. Mr. Soni will be a contractor of Matador and expects to devote a majority of his time to performing the work required in connection with acting as a director and officer of Matador.

Jing Peng-CFO

Mr. Peng, age 48, is a Canadian Chartered Professional Accountant. He has worked in public accounting for the past 15 years providing financial services primarily to junior exploration companies. Mr. Peng has acted as CFO and director for other Canadian reporting issuers. In addition, since December 2010, Mr. Peng has been the senior financial analyst at Marrelli Support

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Services, a well-respected supplier of accounting and reporting services. Mr. Peng previously served as a senior accountant at MSCM LLP and KPMG LLP. Mr. Peng holds a master degree in Management and Professional Accounting from the Rotman School of Management, University of Toronto.

Sunny Ray – President

Mr. Ray, age 44, is a pioneering entrepreneur in the Bitcoin industry with over a decade of experience. He co-founded Unocoin, India's first Bitcoin exchange, which launched in 2013 and is backed by prominent investors including Tim Draper. Under his leadership, Unocoin now serves over 2.5 million users. Mr. Ray also served as Head of Global Business Development at Kraken, one of the largest Bitcoin exchanges globally (source: https://coinmarketcap.com/rankings/exchanges/), and was Director of Business Development at Buttercoin, a Silicon Valley-based Bitcoin exchange backed by Google Ventures and Y Combinator. Mr. Ray expects to devote a majority of his time to performing the work required in connection with acting as an officer of Matador.

Donato Sferra – Director

Mr. Sferra, age 49, serves as co-founder of Hillcrest Merchant Partners Inc., and has significant experience in M&A, hostile defense and fairness opinions. He has an extensive background in the financial services industry spanning approximately 20 years, including five years at Dundee Capital Markets, first as Director of Institutional Sales, then as Co-Head of Investment Banking. Mr. Sferra was an advisor in the merger of the four public companies in what was the restart of Osisko Mining. An early mover into the Cannabis industry, Mr. Sferra took Bedrocan Canada Inc. public (the second LP to go public in Canada (source: https://www.ganjapreneur.com/brief-bedrocan-canadian-cannabis-growing-company-going-public-monday/)) and advised on the first two major transactions in the Cannabis space, most recently advising Canopy Growth Corp. on its $430,000,000 acquisition of Mettrum Ltd. and prior to that, advising Bedrocan Canada Inc. in connection with its sale to Tweed Inc. resulting in the creation of Canopy Growth Corporation and "the house of brands" strategy. Mr. Sferra expects to devote 10% of his time to performing the work required in connection with acting as a director of Matador.

Richard Murphy – Director

Mr. Murphy, age 51, currently serves as President and CEO of Evolution Nickel Corp., a private mineral exploration company. He was formerly President, CEO and Director of Manitou Gold Inc., a TSXV-listed gold explorer. Mr. Murphy has over 25 years of experience as a Senior Geologist, President and CEO of a number of TSX and TSXV listed companies. He has successfully completed multiple initial public offerings, financings, acquisitions and divestitures with these companies. Mr. Murphy expects to devote 10% of his time to performing the work required in connection with acting as a director of Matador.

Tyler Evans – Director

Mr. Evans has been building in the Bitcoin ecosystem since 2014 as the co-founder BTC Inc., the largest Bitcoin media group that publishes Bitcoin Magazine and hosts the Bitcoin Conference

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series in Hong Kong, Nashville, Amsterdam and Abu Dhabi (source: https://www.nasdaq.com/articles/worlds-largest-bitcoin-conference-returns-las-vegas-2026). Mr. Evans is also the co-founder and Managing Partner of UTXO Management, an alternative asset manager focused on high-conviction public and private market investments in the Bitcoin ecosystem. Mr. Evans also serves as a board member at Metaplanet Inc., a publicly listed Japanese company with a strategic focus on Bitcoin as a balance sheet asset. His leadership continues to drive innovation and capital within the Bitcoin space. Mr. Evans expects to devote 10% of his time to performing the work required in connection with acting as a director of Matador.

Peter Kampian – Director

Mr. Kampian, CPA, CA, ICD.D, has a long track record as a financial executive with a number of private and public companies and has over 35 years of financial management experience. He serves on the boards of Electryon Inc, a solar and hydrogen power developer, Aduro Clean Technologies Inc. where he is acting as chair of the audit committee and Greenbutts Canada Holdings Corp. He previously served on the board of Harborside Inc, Grenville Strategic Royalty Corp. (currently Flow Capital Corp.), CannaRoyalty Corp., acquired by Cresco Labs Inc and Red Pine Exploration Inc, where he was the chair of the audit committee for the companies. He also served on the board of James E. Wagner Cultivation Corporation, where he was on the special committee during its restructuring process. Mr. Kampian has acted as chief restructuring officer for PharmHouse Inc. and Muskoka Grown Ltd both Canadian Cannabis Licensed Producer. Mr. Kampian has served as Chief Financial Officer of Mettrum Health Corp., which was acquired by Canopy Growth Corp. in early 2017 and as chief financial officer of Algonquin Income Fund (now Algonquin Power and Utilities) where he led and supported debt and equity capital raising. Mr. Kampian is a charter accountant and a member of the Chartered Professional Accountants of Ontario and a member of the Institute of Corporate Directors.

Andrew Newbury – Corporate Secretary

Mr. Newbury has over 15 years of corporate secretarial, administrative, financial, and operational experience. He has served as Corporate Affairs Manager for junior mineral exploration companies, Logistics Manager for a mineral exploration consulting firm, and as a Sales Administrator and Controller at a yacht dealership. Mr. Newbury joined DSA Corporate Services in 2017, and as a Senior Account Executive he provides Corporate Secretarial consulting services for 25 small to mid cap issuers on the Toronto Stock Exchange, TSXV, and Canadian Securities Exchange in a variety of industries. Mr. Newbury has a Bachelor of Commerce degree from Dalhousie University. Mr. Newbury expects to devote less than 5% of his time to performing the work required in connection with acting as a corporate secretary of Matador.

Mark Moss – Chief Visionary Officer

Mr. Moss has over 20 years of experience in digital finance, media, and marketing. A prominent advocate for Bitcoin and decentralized finance, he has built a global following through his popular YouTube channel and iHeartRadio show. Mark is also a partner at the Bitcoin Opportunity Fund, where he identifies and nurtures investments in decentralized finance. His leadership at Matador focuses on Bitcoin and gold-related sectors, positioning the company as a forward-thinking player in digital assets and financial technologies.

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Antoine De Vuyst - Chief Technology Officer

Mr. De Vuyst is a seasoned Bitcoin entrepreneur, developer, and community leader with over a decade of experience in the crypto ecosystem. As the founder of Bitcoin Bay, one of Toronto's longest-running Bitcoin communities, he has played a key role in grassroots adoption since 2014. Mr. De Vuyst is deeply involved in the Ordinals space, both as a holder and inscriber on Bitcoin and Litecoin, and is the creator of the Bitbars and Litebars collections. At Matador, Mr. De Vuyst leads product and development initiatives, driving innovation across the Company's Bitcoin-native offerings, including its flagship Digital Asset Platform.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no director, officer or promoter of Matador, or a securityholder anticipated to hold a sufficient number of securities of Matador to materially affect control of Matador, is, as at the date of this Filing Statement, or has been, within 10 years before the date of this Filing Statement, a director, officer or promoter of any company that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

(b) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c) or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(d) has, within the 10 years before the date of the Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder.

Jing Peng, the Chief Financial Officer of Matador, served as Chief Financial Officer of Fuel Positive Inc. (formerly EEStor Corporation) during the period of time when a management cease trade order was issued for the failure of such company to file its financial statements. The management cease trade order was issued on January 29, 2020 and was revoked on April 1, 2020.

Peter Kampian was Chief Financial Officer of DionyMed Brands Inc. from November 2018 to March 2020. A receiver was appointed for DionyMed Brands Inc. by the Supreme Court of British Columbia on October 29, 2019.

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Peter Kampian was a director of James E Wagner Cultivation Corporation (“JWC”) and also a member of the special committee of the board of JWC, which was mandated to restructure the financial affairs of JWC. JWC filed for protection under the Companies’ Creditor Arrangement Act on April 1, 2020. On August 28, 2020, the sale of the JWC assets was completed and Mr. Kampian resigned from the board of JWC.

Penalties or Sanctions

No director, officer or promoter of Matador, or a securityholder anticipated to hold a sufficient number of securities of Matador to materially affect control of Matador, has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder.

Personal Bankruptcies

No director, officer or promoter of Matador, or a securityholder anticipated to hold a sufficient number of securities of Matador to materially affect control of Matador, or a personal holding company of any such persons, has, within 10 years before the date of this Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, officer, promoter or securityholder.

Interests of Management and Others in Material Transactions

Other than as set forth below, there are no direct or indirect material interests held by any of the following persons or companies in any transaction within the three years before the date of this Filing Statement that has materially affected or is reasonably expected to materially affect Matador:

(a) a director or executive officer of Matador;

(b) a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of any class or series of Matador's voting securities; and

During the period from November 1, 2021, to July 31, 2024, Matador paid $526,156 in consulting fees to Hillcrest Merchant Partners Inc. for financial advisory services pursuant to the Hillcrest

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Agreement. Donato Sferra is a principal of Hillcrest Merchant Partners Inc., as well as a director of Matador. The above-noted services were incurred in the normal course of operations.

Matador effected the Arrangement on December 9, 2024 pursuant to which (i) each of the current directors and officers of Matador was appointed to their current position with Matador; (ii) all stock options of Matador Gold, Matador Gold RSUs and Matador Gold PSUs owned, controlled or directed by all directors, officers and significant shareholders of Matador Gold were exchanged for Matador Options, Matador RSUs and Matador PSUs, respectively; and (iii) all Matador Gold Shares owned, controlled or directed by all directors, officers and significant shareholders of Matador Gold were exchanged for Matador Shares, as follows:

Name	Number of Matador Gold Shares owned, controlled or directed prior to the Transaction	Percentage (%) of Matador Gold Shares owned, controlled or directed prior to the Transaction(1)	Number of Matador Shares owned, controlled or directed upon Closing	Percentage (%) of Matador Shares owned, controlled or directed upon Closing (2)
Donato Sferra, Director of Matador	16,110,000(3)	19.3%	16,110,000	17.5%
Deven Soni, Director, Chief Executive Officer and Chairman of Matador	2,180,100(4)	2.6%	2,180,100	2.4%
Richard Murphy, Director of Matador	1,000,000	1.2%	1,000,000	1.1%
Tyler Evans	7,000,000(5)	8.4%	7,000,000	7.6%

Notes:
(1) Presented on a non-diluted basis, based upon 83,612,963 Matador Gold Shares issued and outstanding immediately prior to Closing.
(2) Presented on a non-diluted basis, based upon 91,841,055 Matador Shares issued and outstanding immediately following Closing.
(3) Of this total, (i) an aggregate of 11,110,000 Matador Gold Shares were owned, controlled or directed by Mr. Sferra, comprised of 3,000,000 Matador Gold Shares held by ACV Capital Corp., 5,000,000 Matador Gold Shares held by Sferra Family Trust and 3,110,000 Matador Gold Shares held by Mr. Sferra directly; and (ii) an aggregate of 5,000,000 Matador Gold Shares were owned, controlled and directed by the spouse of Mr. Sferra.
(4) An aggregate of 1,000,000 Matador Gold Shares were held by AASD Investments LLC, and 1,180,100 Matador Gold Shares were held by Mr. Soni directly.
(5) An aggregate of 6,000,000 Matador Gold Shares were held by 210 Capital, LP, and 1,000,000 Matador Gold Shares were held by UTXO Management LLC. In addition, up to an additional 5,000,000 Matador Shares are issuable to UTXO Management LLC following the completion of the Transaction in consideration of board consulting services, pursuant to an amended and restated board consultant agreement between Matador and UTXO Management LLC, dated April 24, 2024.

Conflicts of Interest

Certain of the directors and officers of Matador are officers and directors of, or associated with, other public and private companies. Such associations may give rise to conflicts of interest with Matador from time to time. The OBCA requires, among other things, that the directors and officers

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of Matador act honestly and in good faith with a view to the best interest of Matador, and that they disclose any personal interest they may have in any material contract or transaction which is proposed to be entered into with Matador. Conflicts, if any arise, will be subject to the procedures and remedies under the OBCA and any other applicable laws.

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of Matador that are, or have been within the last 5 years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Trading Market	Position	From (MM/YY)	To
Richard Murphy	Manitou Gold Inc.	TSXV	President and CEO	April, 2015	May, 2023
Deven Soni	Tokens.com Corp	NEO	COO	December, 2020	April, 2023
Tyler Evans	Metaplanet Inc.	TYO	Director	May, 2024	Present
Sunny Ray	New Wave Holdings Corp	CSE	Director and CEO	October, 2023 (Director) and March, 2024 (CEO)	Present
Donato Sferra	Delta CleanTech Inc	CSE	VP Corporate Development	February 2021	June 2023
	Manitou Gold Inc.	TSXV	VP Corporate Development	January 2020	May 2023
Peter Kampian	Audro Clean Technologies Inc.	NASDAQ, CSE	Director	April, 2021	Present
	4Front Ventures Corp.	CNSX	Chief Financial Officer	December 2023	October 2024
	Red Pine Exploration Inc.	TSXV	Director	January 2017	June 2021
	Harborside Inc.	CNSX	Director	August 2020	January 2022
Jing Peng	Antler Hill Mining Ltd.	NEX	CFO	June 2017	Dec 2022
	Austin Resources Ltd. (previously Azul Ventures Inc.)	NEX	CFO	Sept 2015	Nov 2023
	BE Resources Inc.	NEX	Director	July 2017	Present
	Canadian Copper Inc.	CSE	CFO	Dec 2021	Present
	Captor Capital Corp.	CSE	CFO	April 2014	Present
	Cryptostar Corp.	TSXV	CFO	February 2023	Present
	Diagnamed Holdings Corp.	CSE	CFO	Oct 2022	Present
	FenixOro Gold Corp.	OTC	CFO	May 2020	May 2023
	FuelPositive Corporation	OTC	CFO	July 2019	Present

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Name	Name and Jurisdiction of Reporting Issuer	Trading Market	Position	From (MM/YY)	To
	Ocham's Razor Capital Limited	N/A	Director	July 2016	Present
	OutdoorPartner Media Corporation	N/A	CFO	April 2014	Present
	Tintina Mines Limited	TSXV	CFO	Oct 2016	Present
	Boba Mint Holdings Ltd.	CSE	CFO	March 2025	Present
Andrew Newbury	Chibougamau Independent Mines Inc.	TSXV	Corporate Secretary	September 2017	Present
	Globex Mining Enterprises Inc.	TSX	Corporate Secretary	September 2017	Present
	Pasofino Gold Ltd.	TSXV	Corporate Secretary	April 2018	September 2019
	PharmaTher Holdings Ltd.	CSE	Corporate Secretary	June 2021	Present
	Sabre Gold Mines Corp.	TSX	Corporate Secretary	December 2017	December 2021
	Green Shift Commodities Ltd.	TSXV	Corporate Secretary	June 2022	Present
	Bulgold Inc.	TSXV	Corporate Secretary	April 2023	Present
	Nine Mile Metals Inc.	CSE	Corporate Secretary	May 2025	Present
	Diagnamed Holdings Corp.	CSE	Corporate Secretary	March 2025	Present
	Global Copper Corp.	NEX	Corporate Secretary	August 2020	August 2021

Audit Committee

The text of the Audit Committee charter of Matador is appended as Schedule "C".

Composition of Matador Audit Committee

The Audit Committee is comprised of Richard Murphy, Donato Sferra, and Peter Kampian. Mr. Murphy and Mr. Kampian are independent (as defined in National Instrument 52-110), whereas Mr. Sferra is not considered independent as a result of advisory fees indirectly received by Mr. Sferra from Matador. Matador is relying on the exemption set forth in section 6.1 of NI 52-110 from the requirement that all members of the Audit Committee be independent. In accordance with section 6.1.1 of NI 52-110, a majority of the members of the Audit Committee are not executive

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officers, employees or control persons of Matador or of an affiliate of Matador. All members of the Audit Committee are financially literate (as defined under National Instrument 52-110).

For the relevant education and experience of each of the members of the Audit Committee, please refer to the biographies "Information Concerning Matador – Management and Director Biographies".

Pre-Approval Policies and Procedures

The Audit Committee has adopted requirements regarding pre-approval of non-audit services as part of its Audit Committee charter. The Audit Committee may delegate such pre-approval as the Audit Committee may determine and as permitted by applicable Securities Laws.

External Audit Service Fees

The Audit Committee is responsible for reviewing and approving the compensation of Matador's external auditor of all audit and non-audit services to be provided by Matador's external auditor.

The aggregate fees billed by Matador's external auditor in the last two fiscal years, by category, are as follows:

Nature of Services	Year ended December 31, 2023	Year ended October 31, 2024
Audit Fees^{(1)}	$19,136	$102,375
Audit-Related Fees^{(2)}	$0	$0
Tax Fees^{(3)}	$0	$5,339
All Other Fees^{(4)}	$0	$0
Notes:
(1) "Audit Fees" include the aggregate professional fees billed by the external auditors for the audit of the annual financial statements and other annual regulatory audits and filings.
(2) "Audit-Related Fees" include the aggregate fees billed by the external auditors for assurance and related services that are reasonably related to the performance of the audit or review of Matador's financial statements and are not disclosed in the "Audit Fees" column. Audit-related fees were for services related to performance of limited procedures performed by Matador's auditors related to the review of interim financial statements.
(3) "Tax Fees" include the aggregate fees billed for professional services rendered by the external auditors for tax compliance, tax advice and tax planning.
(4) "All Other Fees" include the aggregate fees billed for products and services provided by the external auditors other than those listed in the other three columns.

Exemption

Matador is relying on the exemption set forth in section 6.1 of National Instrument 52-110 – Audit Committees.

Indebtedness of Directors and Officers

No director or officer of Matador is or has been indebted to Matador at any time.

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Investor Relations Arrangements

No written or oral agreement has been reached with any Person to provide promotional or investor relations activities for Matador, other than as set out below:

Matador has entered into an agreement with Alpha Nine Ventures Inc. ("A9V") to assist with investor relations, business development, and capital markets advisory. A9V will provide strategic introductions to financial media professionals, institutional investors, and industry influencers. Additionally, A9V will support the refinement of Matador's marketing materials and investor communications. The engagement was signed on March 17, 2025, and is for a term ending on March 17, 2026, with compensation of USD$200,000;
Matador has entered into an agreement with Outside the Box Capital Inc. ("OTB") to enhance its marketing presence in Canada. OTB will support Matador with digital media campaigns, social media outreach, and influencer engagement to increase visibility within the Canadian investment community. The engagement was signed on March 15, 2025, and is for a term ending on September 15, 2025, with compensation of CAD$150,000; and
Matador entered into a media agreement with DroomDroom to provide investor relations services. DroomDroom will assist Matador in increasing investor interest and strengthening its strategic positioning in the digital asset space through curated media content and distribution. The agreement is for a term of three (3) months, unless terminated in accordance with the terms of the agreement. In consideration for DroomDroom's services, Matador will pay DroomDroom (i) USD$6,000 cash; and (ii) 10,824 stock options which will vest in quarterly installments over 12 months, have a 36-month term and an exercise price of $1.14. The agreement remains subject to the approval of the TSXV.

Security Based Compensation

Security Based Compensation Plans

The Matador Option Plan was approved by the Board on October 16, 2024, conditional and subject to the Transaction being completed. A summary of the material terms of Matador Option Plan are as follows:

(a) The number of Matador Shares that may be reserved for issuance under Matador Option Plan and under any other security-based compensation arrangements will not exceed, in the aggregate, 17,678,847 Matador Shares on each grant date.
(b) The maximum aggregate number of Matador Shares that are issuable pursuant to Matador Option Plan and all security based compensation granted or issued to insiders (as a group) must not exceed 10% of the issued and outstanding Matador Shares at any point in time (unless Matador has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV).

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(c) The maximum aggregate number of Matador Shares that are issuable pursuant to Matador Option Plan and all security based compensation granted or issued in any 12 month period to insiders (as a group) must not exceed 10% of the issued and outstanding Matador Shares, calculated as at the date any security based compensation is granted or issued to any insider (unless Matador has obtained the requisite disinterested shareholder approval pursuant to policies of the TSXV).

(d) The maximum aggregate number of Matador Shares that are issuable pursuant to Matador Option Plan and all security based compensation granted or issued in any 12 month period to any one person (and where permitted under the policies of the TSXV, any companies that are wholly owned by that person) must not exceed 5% of the issued and outstanding Matador Shares, calculated as at the date any security based compensation is granted or issued to the person (unless Matador has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV).

(e) A Matador Option may only be granted to an "eligible consultant" under the Matador Option Plan if the number of Matador Shares reserved for issuance under that Matador Option, when combined with the number of Matador Shares reserved for issuance under all Matador Options granted within the one-year period before the grant date by Matador to "eligible consultants", does not exceed, in aggregate, 2% of the outstanding Matador Shares on the grant date.

(f) A Matador Option may only be granted to eligible employees, executives or eligible consultants not engaged in "investor relations activities" under the Matador Option Plan if the number of Matador Shares reserved for issuance under that Matador Option, when combined with the number of Matador Shares reserved for issuance under all Matador Options granted within the one-year period before the grant date by Matador to "investor relations participants", does not exceed, in aggregate, 1% of the outstanding Matador Shares on the grant date (or 2% subject to ratification by the Matador Shareholders at the next annual shareholders meeting).

(g) "Investor relations service providers" may not receive any security based compensation other than Matador Options.

(h) The Board will set the option exercise price (the "Option Exercise Price") in respect of each Matador Share issuable under a Matador Option. The Option Exercise Price will not be less than the fair market value of a Matador Share on the grant date and, if Matador Shares are listed on the TSXV, will be subject to the minimum Option Exercise Price permitted by the TSXV provided that for U.S. participants, regardless of the minimum exercise price permitted by the TSXV, the Option Exercise Price will not be less than the fair market value of a Matador Share on the grant date.

(i) The Board will, on the grant date, set the option expiry date (the "Option Expiry Date") of each Matador Option. The Option Expiry Date set under Matador Option Plan will be no later than ten years after the grant date (subject to extension in the

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event of a blackout period on the Option Expiry Date in accordance with the terms of Matador Option Plan).

(j) A Matador Option will vest and become exercisable subject to the vesting schedule and other terms set out in the relevant option agreement.

(k) The Board may, at any time, accelerate the date on which any Matador Option will vest and become exercisable.

(l) In the event of the death or disability of the holder of a Matador Option or such holder ceases to be a service provider of Matador, all unvested Matador Options shall immediately terminate, and all vested Matador Options shall expire (i) one year from the date of death or disability; (ii) 90 days following the effective termination date in the event of termination without cause, failure of a director to be elected or failure of a service contract to be renewed; or (iii) otherwise upon the effective date of termination.

Matador proposes to seek shareholder approval at its next annual shareholders meeting to (i) increase the aggregate number of Matador Shares issuable under the Matador Option Plan to an aggregate of 20,153,097 Matador Shares; and (ii) to increase the threshold for granting Matador Options to persons performing "investor relations activities" from 1% to 2% of the outstanding Matador Shares on the grant date (the "Option Plan Amendments"). Attached at Schedule "E" to this Filing Statement is a copy of the Matador Option Plan giving effect to the Option Plan Amendments. Any grants made under the Matador Option Plan in excess of the current thresholds cannot vest until Matador obtains the requisite shareholder approval for (i) the Option Plan Amendments; and (ii) any specific grants made in excess of the current thresholds prior to giving effect to the Option Plan Amendments.

The Matador RSU/PSU Plan was approved by the Board on October 16, 2024, conditional and subject to the Transaction being completed. A summary of the material terms of Matador RSU/PSU Plan are as follows:

(a) The Matador RSU/PSU Plan provides for the payment of bonuses to be satisfied by the issuance of Matador Shares, for the purpose of advancing the interests Matador and its affiliates through the motivation, attraction and retention of eligible participants.

(b) Under no circumstances may the number of Matador Shares issuable pursuant Matador RSUs or Matador PSUs together with Matador Shares issuable under all security based compensation arrangements of Matador exceed 17,678,847 Matador Shares.

(c) The total number of Matador Shares issuable as compensation to an "investor relations service provider" cannot exceed 1% of the outstanding number of Matador Shares in any 12-month period.

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(d) Notwithstanding anything in Matador RSU/PSU Plan, while Matador is subject to the regulations of the TSXV, the following restrictions shall apply:

(i) the maximum aggregate number of Matador Shares that are issuable pursuant to Matador RSU/PSU Plan and pursuant to all other security based compensation of Matador to insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Matador Shares at any point in time (unless Matador has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV);

(ii) the maximum aggregate number of Matador Shares granted or issued pursuant to Matador RSU/PSU Plan and pursuant to all other security based compensation of Matador in any 12 month period to insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Matador Shares, calculated as at the date any security based compensation is granted or issued to any insider (unless Matador has obtained the requisite disinterested shareholder approval pursuant to the policies of the TSXV);

(iii) the maximum aggregate number of Matador Shares issuable pursuant to Matador RSU/PSU Plan and all other security based compensation of Matador, granted or issued in any 12 month period to any one eligible consultant must not exceed 2% of the issued and outstanding Matador Shares, calculated as at the date any security based compensation is granted or issued to the eligible consultant;

(iv) the maximum aggregate number of Matador Shares issuable pursuant to Matador RSU/PSU Plan and all other security based compensation arrangements of Matador to any one person in any 12 month period must not exceed 5% of the aggregate number of issued and outstanding Matador Shares, calculated as at the date any Matador RSU or Matador PSU is granted to the person, unless Matador has obtained disinterested shareholder approval pursuant to the policies of the TSXV; and

(v) Matador will not grant any Matador RSUs or Matador PSUs to any "investor relations service provider".

(e) A Matador RSU or Matador PSU granted to a participant for services rendered will entitle the participant, subject to the participant's satisfaction of any conditions (performance or otherwise), restrictions or limitations imposed under the Matador RSU/PSU Plan or grant letter, to receive one previously unissued Matador Share for each Matador RSU or Matador PSU, on the date when the award is fully vested.

(f) Except as provided for in the grant letter or as determined by Matador in its discretion, upon the termination of the employment or services of the participant, for any reason other than death, disability or "resignation for good reason", then, all unvested Matador RSUs and Matador PSUs will be forfeited by the participant, and be of no further force and effect, as of the date of termination.

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(g) Except as provided for in the grant letter or as determined by Matador in its discretion, provided that the participant has been continuously employed by Matador or an affiliate since the grant date, the participant's unvested Matador RSUs or Matador PSUs shall vest in full upon the date of the participant's "resignation for good reason".

(h) Provided that the participant has been continuously employed by Matador or an affiliate since the grant date, the participant's unvested Matador RSUs or Matador PSUs will vest on the date of the participant's death.

(i) Provided that the participant has been continuously employed by Matador or an affiliate since the grant date, the participant's unvested Matador RSUs or Matador PSUs shall vest in full within 90 days following the date on which the participant is determined to be totally disabled in accordance with his or her employment agreement.

(j) If, within 12 months of a "change of control, Matador terminates the employment of the participant for any reason other than just cause, then all Matador RSUs and Matador PSUs outstanding shall immediately vest on the date of such termination notwithstanding any stated vesting period.

Matador proposes to seek shareholder approval at its next annual shareholders meeting to increase the aggregate number of Matador Shares issuable under the Matador RSU/PSU Plan to an aggregate of 20,153,097 Matador Shares, subject to approval of the TSXV (the "RSU/PSU Plan Amendments"). Attached at Schedule "F" to this Filing Statement is a copy of the Matador RSU/PSU Plan giving effect to the RSU/PSU Plan Amendments. Any grants made under the Matador RSU/PSU Plan in excess of the current thresholds cannot vest until Matador obtains the requisite shareholder approval for (i) the RSU/PSU Plan Amendments; and (ii) any specific grants made in excess of the current thresholds prior to giving effect to the RSU/PSU Plan Amendments.

Options to Purchase Securities

The following table represents the aggregate number of Matador Options that are outstanding as of the date of this Filing Statement. Matador Options are subject to Matador Option Plan. See "Information Concerning Matador – Security Based Compensation" for a summary of Matador Option Plan.

Category of optionee	Aggregate Number of Persons	Number of Matador Options	Exercise price per Matador Option	Date of grant
All officers and directors of Matador	7	12,102,000	(1)	(3)
All other employees of Matador	N/A	Nil	N/A	N/A
All consultants of Matador	8	2,373,434	(3)	(4)

Notes:

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(1) An aggregate of 3,802,000 Matador Options have an exercise price of $0.25 and an aggregate of 8,300,000 Matador Options have an exercise price of $0.50.

(2) An aggregate of 2,452,000 Matador Options were granted on November 30, 2021, an aggregate of 1,350,000 Matador Options were granted on January 11, 2022, an aggregate of 600,000 Matador Options were granted on July 1, 2024, an aggregate of 5,700,000 Matador Options were granted on August 1, 2024, and an aggregate of 2,000,000 Matador Options were granted on January 8, 2025.

(3) An aggregate of 1,513,434 Matador Options have an exercise price of $0.25, an aggregate of 110,000 Matador Options have an exercise price of $0.50, an aggregate of 500,000 Matador Options have an exercise price of $0.40 and an aggregate of 250,000 Matador Options have an exercise price of $0.84.

(4) An aggregate of 1,273,434 Matador Options were granted on November 30, 2021, an aggregate of 30,000 Matador Options were granted on January 19, 2022, an aggregate of 160,000 Matador Options were granted on February 1, 2022, an aggregate of 50,000 Matador Options were granted on October 1, 2022, an aggregate of 110,000 Matador Options were granted on January 8, 2025, an aggregate of 500,000 Matador Options were granted on May 1, 2025 and an aggregate of 250,000 Matador Options were granted on May 23, 2025.

Other Security Based Compensation

The following table represents the aggregate number of Matador RSUs and Matador PSUs that are outstanding as of the date of this Filing Statement. Matador RSUs and Matador PSUs are subject to Matador RSU/PSU Plan. See "Information Concerning Matador - Security Based Compensation" for a summary of Matador RSU/PSU Plan.

Category of optionee	Aggregate Number of Persons	Number of Matador PSUs/RSUs	Exercise price per Matador PSU/RSU	Date of grant
All officers and directors of Matador	1	3,000,000 Matador PSUs	Nil	July 15, 2023(1)
All other employees of Matador	Nil	Nil	Nil	Nil
All consultants of Matador	Nil	100,000 Matador RSUs	Nil	May 26, 2022

(1) Expiring on July 31, 2033.

Escrowed Securities

Escrow Shares

To the knowledge of Matador, the following table sets forth a summary of Matador Shares that are held in escrow subject to the Escrow Agreement.

Name and Municipality of Residence of Securityholder	Designation of class	After giving effect to the Transaction(3)
		Number of securities held in escrow(2)	Percentage of Class (%)(1)
	Matador Shares	1,962,090	1.9%

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Name and Municipality of Residence of Securityholder	Designation of class	After giving effect to the Transaction(3)
		Number of securities held in escrow(2)	Percentage of Class (%)(1)
Deven Soni Las Vegas, NV	Matador Options	2,520,000	17.4%
	Matador PSUs	2,700,000	90%
Geoff St. Clair Toronto, Ontario	Matador Shares	891,000	0.8%
	Matador Options	721,800	5%
Donato Sferra Toronto, Ontario	Matador Shares	14,499,000	13.7%
	Matador Options	1,395,000	9.6%
Richard Murphy Sudbury, Ontario	Matador Shares	900,000	0.8%
	Matador Options	945,000	6.5%
Tyler Evans, Nashville, TN	Matador Shares	6,300,000	5.9%
Sunny Ray Toronto, Ontario	Matador Options	540,000	3.7%
Mark Moss Toronto, Ontario	Matador Options	2,970,000	20.5%

Notes:
(1) Calculated on the basis of 105,935,705 Matador Shares, 14,475,434 Matador Options, 100,000 Matador RSUs and 3,000,000 Matador PSUs outstanding immediately as of the date of this Filing Statement.
(2) These securities are held in escrow pursuant to Escrow Agreement with the Escrow Agent and will be subject to release as further detailed below. These numbers are presented as of the date of this Filing Statement and do not include an aggregate of 2,728,010 Matador Shares, 1,010,200 Matador Options and 300,000 Matador PSUs which were previously released at the time of the Transaction Final Exchange Bulletin (comprising the 10% of escrowed securities released at the time of the Transaction Final Exchange Bulletin and upon the six month anniversary thereof as further detailed below).

The Matador Shares subject to escrow as set forth above are subject to the following release schedule:

Percentage of Shares Released	Time of Release
5%	At the time of Transaction Final Exchange Bulletin
5%	6 months from Transaction Final Exchange Bulletin
10%	12 months from Transaction Final Exchange Bulletin
10%	18 months from Transaction Final Exchange Bulletin

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15%	24 months from Transaction Final Exchange Bulletin
15%	30 months from Transaction Final Exchange Bulletin
40%	36 months from Transaction Final Exchange Bulletin

The Issuer does not have any present intention to apply to the TSXV for amendment to the above-noted release schedule as a result of recent amendments to the escrow policies of the TSXV.

Voluntary Resale Restrictions

In addition to any resale restrictions applicable to the Matador Shares pursuant to the policies of TSXV, an aggregate of 14,101,000 Matador Shares are subject to the Voluntary Resale Restrictions which provide for release as follows:

Proportion Subject to Resale Restrictions	Expiration of Resale Restrictions
20%	The date on which Matador Shares are listed for trading.
20%	3 months from the date Matador Shares are listed for trading.
20%	6 months from the date Matador Shares are listed for trading.
20%	9 months from the date Matador Shares are listed for trading.
20%	12 months from the date Matador Shares are listed for trading.

None of the aggregate 14,101,000 Matador Shares that are subject to the Voluntary Resale Restrictions are also subject to the Escrow Agreement as detailed above, or the seed share resale restrictions imposed by the TSXV as further detailed below. The Voluntary Resale Restrictions are supplemental to the restrictions mandated by the TSXV, and do not affect the terms of the Tier 2 surplus escrow or the seed share resale restrictions discussed elsewhere herein.

Contractual Resale Restrictions

In addition to any resale restrictions applicable to Matador Shares pursuant to the policies of TSXV and the Voluntary Resale Restrictions, an aggregate of 1,000,000 Matador Shares are subject to the Contractual Resale Restrictions which provide for release as follows:

250,000 Matador Shares shall be released upon completion of an equity financing by Matador to raise minimum aggregate gross proceeds of $10,000,000;
250,000 Matador Shares shall be released upon Matador becoming a reporting issuer in any jurisdiction of Canada and the Matador Shares commencing trading on a recognized stock exchange (which release was triggered upon completion of the Transaction);
250,000 Matador Shares shall be released upon Matador holding $100,000,000 in tokenized gold;

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25,000 Matador Shares shall be released upon the establishment of each qualified partnership by Matador, to a maximum of 150,000 Matador Shares; and
100,000 Matador Shares shall be released upon Matador having $100,000,000 in assets under management or tokenized gold.

Of the aggregate 1,000,000 Matador Shares that were subject to the Contractual Resale Restrictions at Closing, an aggregate of 750,000 such Matador Shares were also subject to the Escrow Agreement as further detailed above, and an aggregate of 250,000 such Matador Shares were also be subject to the seed share resale restrictions imposed by the TSXV as further detailed below. To the extent that any of Matador Shares which are subject to the Contractual Resale Restrictions are also subject to the Escrow Agreement or the seed share resale restrictions, the more onerous release schedule shall apply. The Contractual Resale Restrictions are supplemental to the restrictions mandated by the TSXV, and will not affect the terms of the Tier 2 surplus escrow or the seed share resale restrictions discussed elsewhere herein.

Seed Share Resale Restrictions

The following table summarizes the securities of Matador that were subject to seed share resale restrictions as of the date of this Filing Statement in accordance with Section 10 of TSXV Policy 5.4.

Name	Designation of Class	Prior to Giving Effect to the Transaction		After Giving Effect to Transaction
		Number of Securities Held in Escrow	Percentage of Class	Number of Securities Held in Escrow	Percentage of Class(1)
Various existing non-Principal Matador Shareholders	Common Shares	Nil	N/A	19,200,000 Matador Shares	18.1%

(1) Calculated on a non-diluted basis based on an aggregate of 105,935,705 Matador Shares outstanding as of the date thereof.

Following completion of the Transaction, securities summarized in the above table were escrowed in accordance with TSXV policies and applicable Securities Laws as follows:

Percentage of Shares Released	Time of Release
10%	At the time of Transaction Final Exchange Bulletin
15%	6 months from Transaction Final Exchange Bulletin
15%	12 months from Transaction Final Exchange Bulletin
15%	18 months from Transaction Final Exchange Bulletin
15%	24 months from Transaction Final Exchange Bulletin
15%	30 months from Transaction Final Exchange Bulletin
15%	36 months from Transaction Final Exchange Bulletin

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The Issuer does not have any present intention to apply to the TSXV for amendment to the above-noted release schedule as a result of recent amendments to the seed share resale policies of the TSXV.

CPC Escrow

The following table summarizes the securities of Matador under escrow that were previously deposited in escrow pursuant to the CPC Escrow Agreement.

Name	Designation of Class	Prior to Giving Effect to the Transaction		After Giving Effect to Transaction
		Number of Securities Held in Escrow^{(3)}	Percentage of Class^{(3)}	Number of Securities Held in Escrow^{(4)(5)}	Percentage of Class^{(6)}
Northwest Passage Ventures Inc.^{(1)}
Toronto, ON	Common Shares	1,500,000	8.82%	495,005	0.5%
Shirin Kabani
North York, ON	Common Shares	500,000	2.94%	165,002	0.1%
Kirstin McTaggart
Mississauga, ON	Common Shares	500,000	2.94%	165,002	0.1%
Aiden Holdings Ltd.^{(2)}
Etobicoke, ON	Common Shares	5,000,000	29.41%	1,650,020	1.6%
John Wilson
Toronto, ON	Common Shares	2,000,000	11.76%	660,008	0.6%
Ramesh Kashyap
Brampton, ON	Common Shares	500,000	2.94%	165,002	0.1%
Warren Steinwall
Pickering, ON	Common Shares	500,000	2.94%	165,002	0.1%
John McMahon
Toronto, ON	Common Shares	2,000,000	11.76%	660,008	0.6%

Notes:
(1) Northwest Passage Ventures Inc. is a private company wholly-owned and controlled by Mr. Tapscott.
(2) Aiden Holdings Ltd. is a private company wholly-owned and controlled by Mr. Fox and his spouse.

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(3) On a non-diluted pre-Consolidation basis based upon 17,000,000 Matador pre-Consolidation common shares outstanding.
(4) Presented on a post-Consolidation basis, subject to rounding.
(5) The number of Matador Shares held in escrow after giving effect to the Transaction reflects the first 25% having been released upon the date of the Transaction Final Exchange Bulletin.
(6) On a non-diluted basis based upon an aggregate of 105,935,705 Matador Shares outstanding as of the date of this Filing Statement.

Securities summarized in the above table held by certain shareholders of Matador are escrowed in accordance with TSXV policies and applicable Securities Laws as follows:

Percentage of Shares Released from Escrow	Share Release Date
25%	Date of Transaction Final Exchange Bulletin
25%	6 months from Transaction Final Exchange Bulletin
25%	12 months from Transaction Final Exchange Bulletin
25%	18 months from Transaction Final Exchange Bulletin

Corporate Governance

The disclosure set out below describes Matador's approach to corporate governance.

Statement of Corporate Governance Practices

Matador's corporate governance disclosure obligations are set out in National Instrument 58-101 – Corporate Governance Disclosure ("NI 58-101"), National Policy 58-201 – Corporate Governance Guidelines and National Instrument 52-110 – Audit Committees ("NI 52-110"). These instruments set out a series of guidelines and requirements for effective corporate governance (collectively, the "Guidelines"). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members.

Set out below is a description of Matador's approach to corporate governance in relation to the Guidelines.

Board of Directors

The Board currently consists of five directors, being Deven Soni, Donato Sferra, Richard Murphy, Peter Kampian and Tyler Evans. The directors are elected by shareholders at each annual meeting of shareholders, and all directors hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed. The chair of the Board (the "Chair") is appointed by the Board.

Independence of Board

Under NI 58-101, a director is considered to be independent if they are independent within the meaning of Section 1.4 of NI 52-110. Pursuant to NI 52-110, an independent director is a director

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who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a director's independent judgment. Based on information provided by each director concerning their background, employment and affiliations, it has been determined all of the directors will be independent, except for Deven Soni as a result of his role as an executive officer of Matador, and each of Tyler Evans and Donato Sferra as a result of their respective indirect receipt of fees in excess of $75,000 in any 12 month period over the last three years.

Meeting In-camera

The Board is able to facilitate independent judgment in carrying out its responsibilities. To enhance independent judgment, the independent members of the Board may hold scheduled meetings without management and non-independent directors. These discussions are intended to generally form part of the committee chairs' reports to the Board. The Board also encourages open and candid discussions among the independent directors by providing them with an opportunity to express their views on key topics before decisions are taken.

Mandate of the Board

The Board is responsible for supervising the management of the business and affairs of Matador, including providing guidance and strategic oversight to management. The Board has adopted a formal mandate that includes the following responsibilities:

reviewing and approving annual operating plans and budgets;
identifying the principal risks to Matador's business and ensuring the implementation of appropriate systems and procedures to effectively monitor, manage and mitigate the impact of such risks, including requesting and reviewing reports from management on the status of risk management activities, reviewing reports on spending in relation to approved budgets, and overseeing the financial reporting process of Matador; and
reviewing and approving management's strategic and business plans.

Position Descriptions

The Board has adopted a written position description for the Chair, which sets out the Chair's key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and shareholder meetings and director development.

The Board has adopted a written position description for each of the committee chairs which sets out each of the committee chair's key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

The Board has adopted a written position description for the Chief Executive Officer which sets out the key responsibilities of the Chief Executive Officer, including, among other duties in

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relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to the Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to the Board for consideration, and supervising day-to-day management and communicating with shareholders and regulators.

Director Term Limits and Mandatory Retirement

The Board has not adopted director term limits or other automatic mechanisms of Board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of Board renewal, the Board seeks to maintain the composition of the Board in a manner that provides, in the judgement of the Board, the best mix of skills and experience to provide for the overall stewardship.

Diversity

Given Matador's recent incorporation, Matador currently has only a very small board and management team. However, recognizing the benefits that diversity brings to an organization, Matador has adopted a diversity policy that, among other things, encourages the Board and management of Matador to hire and engage personnel who have a diverse range of perspectives, insights and backgrounds, having regard to, among other things, gender, status, age, professional expertise, nationality, race and geographic background. While Matador has not adopted a target percentage regarding the number of women on Board or in senior management positions, or timeline for appointing same, the Board will evaluate the appropriateness of adopting targets in the future as the business grows.

Other Corporate Governance Matters

Orientation and Continuing Education

Matador has implemented an orientation program for new directors under which a new director will meet with the Chair and executive officers. New directors will be provided with comprehensive orientation and education as to the nature and operation of Matador and its business, the role of the Board and its committees, and the contribution that an individual director is expected to make. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the committee's charter.

Nomination of Directors

The Governance Committee's role is to recommend to the Board candidates for election as directors and candidates for appointment to Board committees as set out in the Governance Committee Charter.

Code of Conduct and Ethics Policy

Matador has adopted a written code of conduct ("Code of Conduct") that applies to all of the officers, directors, employees, contractors and agents acting on behalf of Matador. The objective

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of the Code of Conduct is to provide guidelines for maintaining Matador and Matador's subsidiaries' integrity, trust and respect. The Code of Conduct addresses, among other things, compliance with laws, rules and regulations, conflicts of interest, confidentiality, financial information, internal controls and disclosure, communications, fair dealing, due diligence, privacy, and reporting any violations of law, regulation or the Code of Conduct. The Governance Committee has ultimate responsibility for monitoring compliance with the Code of Conduct. The Code of Conduct is available on Matador's website at www.matador.network.

Board and Committee Assessment

The Governance Committee's role is to assess the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors. Directors are expected to complete self-evaluations, peer evaluations and to consider, among other things, the overall functioning and performance of Board, its standing committees and oversight thereof, the operational oversight of Board, management structure, the effectiveness of Matador's internal controls and financial reporting, ethics and compliance matters and accountability. The chair of the Governance Committee encourages discussion amongst the Board to evaluate the effectiveness of the Board as a whole, its committees and its individual directors. All directors are also encouraged to make suggestions for improvement of the practices of the Board at any time.

Audit Committee

The Audit Committee of Matador consists of three directors, all of whom are persons determined by Board to be both (i) independent directors, other than Mr. Sferra; and (ii) financially literate, within the meaning of NI 52-110. See "Information Concerning Matador - Audit Committee".

Compensation Committee

Matador has established a Compensation Committee which is charged with reviewing, overseeing and evaluating its compensation policies. The Compensation Committee is comprised of Richard Murphy, Donato Sferra, and Deven Soni. No member of the Compensation Committee also serves as an officer of Matador other than Mr. Soni, and as such, the Board believes that the Compensation Committee is able to conduct its activities in an objective manner.

The Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of the Compensation Committee. The Compensation Committee's purpose is to:

review and recommend to Board the appropriate compensation level for Matador's senior management;
oversee Matador's compensation and benefit plans, policies and practices, including any executive compensation plans and incentive-compensation and equity-based plans; and
monitor and evaluate matters relating to the compensation and benefits structure of Matador.

Governance Committee

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Matador has established a Governance Committee which is charged with reviewing, overseeing and evaluating our nomination and governance policies. The Governance Committee is comprised of Richard Murphy, Tyler Evans, and Deven Soni.

For additional details regarding the relevant education and experience of each member of the Governance Committee, see also "Information Concerning Matador – Management and Director Biographies".

The Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of the Governance Committee. The Governance Committee's duties and responsibilities are to:

determine the qualifications, skills and other expertise required to be a director of Matador, and develop, and recommend to Board for approval, criteria to be considered in selecting nominees for director;
review Board committee structure on an annual basis and recommend to Board any changes it considers necessary or desirable with respect to that structure;
review and discuss with management the disclosure of Matador's corporate governance practices;
develop and oversee an orientation program for new directors, including opportunities for meetings and discussion with senior management and other directors; and
succession planning, to develop and evaluate potential candidates for CEO.

The assessment undertaken by the Governance Committee addresses, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. The Board receives and considers the recommendations from the Governance Committee regarding the results of the evaluation of the performance and effectiveness of Board, committees of Board, individual Board members, the Chair and committee chairs. The Governance Committee is also responsible for orientation and continuing education programs for Matador's directors.

Advisory Board

Matador has also established a Strategic Advisory Board comprised of a diverse group of advisors to assist in guiding Matador as it scales its Bitcoin treasury balance sheet strategy and real-world asset platform. The Strategic Advisory Board is comprised of David Bailey, Brad Mills, David Forestell, biographies of each of which are set forth below:

David Bailey

Mr. Bailey, age 34, will serve as a member of the Strategic Advisory Board. Mr. Bailey serves as co-founder and CEO of BTC Inc. which offers critical intelligence, brand building and technical incubation specialized for the Bitcoin ecosystem as well as industry leading projects like Bitcoin Magazine. He sits on the board of advisors for the University of Alabama and was formerly

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managing partner at 402 Digital Partners, one of the earliest Bitcoin funds. Mr. Bailey will be a contractor of Matador and expects to devote approximately 10% of his professional time to his duties with Matador. It is not anticipated that Mr. Bailey will enter into a non-competition or non-disclosure agreement with Matador.

Brad Mills

Mr. Mills, age 42, will serve as a member of the Strategic Advisory Board. Mr. Mills is a Bitcoin entrepreneur and investor. With a long history in Bitcoin mining, strategic investing, Bitcoin angel investing and building successful media ventures, Mr. Mills strategically aligns his focus on long-term Bitcoin treasury strategies. Mr. Mills will be a contractor of Matador and expects to devote approximately 10% of his professional time to his duties with Matador. It is not anticipated that Mr. Mills will enter into a non-competition or non-disclosure agreement with Matador.

David Forestell

Mr. Forestell, age 45, will serve as a member of the Strategic Advisory Board. Mr. Forestell serves as the Vice President, Canadian Stakeholder Relations for TC Energy. Previously, he was Vice President, Office of the President and CEO, at a major bank. He has held senior positions in government and private sector. He is currently serving as a Board Member of the Alcohol and Gaming Commission. Mr. Forestell obtained his B.A. and LLB from Western University. Mr. Forestell will be a contractor of Matador and expects to devote approximately 10% of his professional time to his duties with Matador. It is not anticipated that Mr. Forestell will enter into a non-competition or non-disclosure agreement with Matador.

Key Governance Documents

The following documents constitute key components of Matador's corporate governance system and are available on Matador's website at www.matador.network:

Board Mandate
Audit Committee Charter
Compensation Committee Charter
Governance Committee Charter
Majority Voting Policy for Director Elections
Insider Trading Policy
Diversity Policy
Code of Conduct
Whistle Blower Policy

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Auditor, Transfer Agent and Registrar

Auditor

Matador's auditor is Kingston Ross Pasnak LLP, at its office located at Suite 1500, 9888 Jasper Avenue NW, Edmonton, Alberta T5J 5C6.

Transfer Agent and Registrar

Matador's transfer agent and registrar is Odyssey Trust Company at its Toronto offices, located at Trader's Bank Building, 702, 67 Yonge Street, Toronto ON M5E 1J8.

RISK FACTORS

Due to the nature of Matador's business, the legal and economic climate in which it operates, and its present stage of development and proposed operations, Matador will be subject to significant risks. The following is a summary of certain risk factors relating to the business of Matador is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Filing Statement. Readers should carefully consider all such risks, which include but are not limited to the following.

Technology Malfunctions

Matador relies heavily on the use of proprietary and non-proprietary software, data and intellectual property of third parties. The operation of any element in its network, or any other electronic platform, may be severely and adversely affected by the malfunction of technology. For example, an unforeseen software or hardware malfunction could occur as a result of a virus or other outside force, or as a result of a design flaw in the design and operation of the network or platform. In addition, the technology of the service providers may be inactive for periods of time, known as "downtime". Further, if Matador's software, hardware, data or other intellectual property is found to infringe on the rights of any third party, the underlying value of the assets of Matador could be materially and adversely affected.

The security procedures and operational infrastructure of Matador may be breached due to the actions of outside parties, error or malfeasance of an employee of Matador, or otherwise, and, as a result, an unauthorized party may obtain access to Matador's asset accounts or data. Additionally, outside parties may attempt to fraudulently induce employees of Matador to disclose sensitive information in order to gain access to the infrastructure of Matador. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, Matador may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of Matador's platform occurs, the market perception of the effectiveness of its security protocols could be harmed and the value of the Matador Shares could be materially adversely affected.

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Commodity and Digital Asset Risk

There is no assurance that any gold or digital assets will maintain their value over the long term. Even if growth in the demand of any such asset occurs in the near or medium term, there is no assurance that such demand will continue to grow over the long term. A contraction in demand for gold or digital assets may result in increased volatility or a reduction in prices, which could materially and adversely affect the value of Matador's assets, the demand for its services, and the value of any investment in the Matador Shares.

Cryptocurrencies, Digital Assets and Momentum Pricing Risk

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Market prices of commodities, cryptocurrencies and digital assets are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of such assets, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the commodities, cryptocurrencies and/or digital assets on Matador's balance sheet and the value of the Matador Shares.

The profitability of Matador's operations may in the future be significantly affected by changes in prices of commodities, cryptocurrencies and other digital assets. The prices of these assets are highly volatile, can fluctuate substantially and are affected by numerous factors beyond Matador's control, including use of such cryptocurrencies and other digital assets in various industries, demand, inflation and expectations with respect to the rate of inflation, global or regional political or economic events. If the price of cryptocurrencies, commodities and/or other digital assets should decline and remain at low market levels for a sustained period, Matador could determine that it is not economically feasible to continue activities. In particular, the price and trading volume of any digital asset is subject to significant uncertainty and volatility, depending on several factors, including, but not limited to:

changes in liquidity, market-making volume, and trading activities;
investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;
decreased user and investor confidence in crypto assets and crypto platforms;
negative publicity or events and unpredictable social media coverage or "trending" of crypto assets;
the ability for crypto assets to meet user and investor demands;
the functionality and utility of crypto assets and their associated ecosystems and networks;

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consumer preferences and perceived value of crypto assets and crypto asset markets;
regulatory or legislative changes and updates affecting the crypto economy;
the characterization of crypto assets under the laws of various jurisdictions around the world;
the maintenance, troubleshooting, and development of the blockchain networks;
the ability for crypto networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;
interruptions in service from or failures of major crypto platforms;
availability of an active derivatives market for various crypto assets;
availability of banking and payment services to support crypto-related projects;
level of interest rates and inflation;
national and international economic and political conditions;
global cryptocurrency supply;
changes in the software, software requirements or hardware requirements underlying a blockchain network;
competition for and among various cryptocurrencies; and
actual or perceived manipulation of the markets for cryptocurrencies.

Cryptocurrencies and Digital Assets Volatility Risk

To the extent that Matador's holdings incorporate digital assets and/or cryptocurrencies, the value of Matador Shares will relate partially to the value of such digital assets and/or cryptocurrencies, and fluctuations in the price of cryptocurrencies and other digital assets could materially and adversely affect an investment in Matador Shares. Several factors may affect the price of cryptocurrencies and other digital assets, including: the total number of cryptocurrencies and other digital assets in existence; global cryptocurrency and other digital asset demand; global cryptocurrency and other digital assets supply; investors' expectations with respect to the applicable rate of inflation and/or deflation, interest rates; currency exchange rates, including the rates at which cryptocurrencies and other digital assets may be exchanged; currency withdrawal and deposit policies of cryptocurrency exchanges and liquidity of such cryptocurrency exchanges; interruptions in service from or failures of major cryptocurrency exchanges; Cyber theft of cryptocurrencies and other digital assets from online wallet providers, or news of such theft from such providers or from individuals' wallets; investment and trading activities of large investors; monetary policies of governments, trade restrictions, currency devaluations and revaluations; regulatory measures, if any, that restrict the use of cryptocurrencies and other digital assets as a

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form of payment or the purchase of cryptocurrencies and other digital assets; the availability and popularity of businesses that provide cryptocurrencies, other digital assets and blockchain-related services; the maintenance and development of the open-source software protocol of various cryptocurrency or digital asset protocol networks; increased competition from other forms of cryptocurrency or payments services; global or regional political, economic or financial events and situations; expectations among cryptocurrencies and other digital assets economy participants that the value of cryptocurrencies and other digital assets will soon change; and fees associated with processing a cryptocurrency or other digital asset transaction.

Cryptocurrencies and other digital assets have historically experienced significant intraday and long-term price volatility. If cryptocurrency and other digital asset markets continue to be subject to sharp fluctuations, shareholders may experience losses if they need to sell their Matador Shares at a time when the price of cryptocurrencies and other digital assets is lower than it was when they purchased their Matador Shares (or securities exchanged therefor). In addition, investors should be aware that there is no assurance that cryptocurrencies and other digital assets will maintain their long term value in terms of future purchasing power or that the acceptance of cryptocurrencies and other digital assets payments by mainstream retail merchants and commercial businesses will continue to grow.

Security Risks

As with any other computer code, flaws in cryptocurrency and other digital asset source codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users' information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create cryptocurrencies and/or other digital assets can occur. Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Bitcoin and other cryptocurrency exchange market since the launch of the Bitcoin Network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm Matador's business operations or result in loss of its assets. Any breach of the Matador infrastructure could result in damage to its reputation and reduce demand for Matador Shares, resulting in a reduction in the price of Matador Shares. Furthermore, if its assets grow, Matador may become a more appealing target for security threats, such as hackers and malware. Any security procedures implemented cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by Matador.

As technological change occurs, the security threats to Matador's platform will likely adapt, and previously unknown threats may emerge. The ability of Matador to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of its assets and user data. To the extent that Matador is unable to identify and mitigate or stop new security threats, its assets may be subject to theft, loss, destruction or other attack.

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Insurance

Matador intends to insure its operations in accordance with typical practices in the gold dealer market, and for its operations of a technological nature, in the technology industry. However, given the novelty of its business model, such insurance may not be available, may be uneconomical for Matador, or the nature or level may be insufficient to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on Matador.

Cybersecurity Risk

Cyber incidents can result from deliberate attacks or unintentional events, and may arise from internal sources (e.g., employees, contractors, service providers, suppliers and operational risks) or external sources (e.g., nation states, terrorists, hacktivists, competitors and acts of nature). Cyber incidents include unauthorized access to information systems and data (e.g., through hacking or malicious software) for purposes of misappropriating or corrupting data or causing operational disruption. Cyber incidents also may be caused in a manner that does not require unauthorized access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users). A cyber incident that affects Matador or its service providers might cause disruptions and adversely affect their respective business operations, and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm, and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.

Risk of Unauthorized Access and Block Circumvention

Unauthorized users may attempt to bypass access controls, firewalls, or other block mechanisms, resulting in unauthorized access to confidential data or systems. Such circumvention of blocks could expose Matador to data breaches, operational disruptions, and potential regulatory penalties, particularly if sensitive information is accessed or disclosed. These attempts could involve exploiting security vulnerabilities, using VPNs, or other evasion techniques, which may render certain access restrictions ineffective.

Gold Price Volatility and Regulatory Risk

The transfer of gold involves inherent risks, including fluctuations in hold prices due to market volatility. Any significant change in the market price of gold could impact the valuation of the assets involved in Matador's operations. Additionally, the transfer and holding of gold may be subject to various local and international regulations. Any changes to these regulatory frameworks, including restrictions on gold ownership, taxation, or export/import requirements, could adversely affect the cost, timing, or feasibility of Matador's operations.

Litigation

Matador may be subject to litigation arising out of, or related to, its operations. Damages claimed under such litigation may be material, and the outcome of such litigation may materially impact

Matador's operations and the value of the Matador Shares. While Matador expects to assess the merits of any lawsuits and defend such lawsuits accordingly, it may be required to incur significant expense or devote significant financial resources to such defenses. In addition, the adverse publicity surrounding such claims may have a material adverse effect on Matador's operations and the Matador Shares.

Limited Operating History

Matador has a very limited history of operations and is in the early stage of development. As such, it will be subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenue. There is no assurance that Matador will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that Matador will be able to earn material revenue or that any of its activities will generate positive cash flow.

Additional Funding

Additional funds raised through debt or equity offerings may be needed to finance Matador's future activities. There can be no assurance that Matador will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain additional financing could cause Matador to reduce or terminate its operations.

If additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Matador Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for Matador to obtain additional capital and to pursue business opportunities.

Competition

Matador competes with other technology businesses, including other businesses focused on developing substantial precious metals dealer and/or digital asset operations. Any market participant with sufficient capital and know-how has the ability to develop a similar platform, which would inherently increase competition.

Compliance and Management Programs

Matador's ability to comply with applicable laws and rules is largely dependent on the establishment and maintenance of compliance, review and reporting systems, as well as the ability to attract and retain qualified compliance and other risk management personnel, as needed. Matador cannot provide any assurance that its compliance policies and procedures will be effective or that it will be successful in monitoring or evaluating its risks. If there is any alleged non-compliance with applicable laws or regulations, Matador could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits for damages, restitution or other remedies, which could be significant. Any of these outcomes,

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individually or together, may materially and adversely affect Matador's reputation, financial condition and valuation, and the value of the Matador Shares.

Market Disruptions

Matador may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. Market disruptions caused by unexpected political, military and terrorist events, or other factors, may from time to time cause dramatic losses for Matador. Because, among other things, Matador does not plan to engage in hedging practices with respect to its asset holdings, any such disruptions and events may have a material and adverse effect on its business and the value of the Matador Shares.

Reliance on Management

The success of Matador is, in part, dependent upon the skill, judgment, industry relationships and expertise of the Board and its management. The loss of a director or key management personnel may materially and adversely affect the business of Matador. There can be no assurance that these individuals will continue to be employed by, or remain involved with, Matador for a particular period of time.

History of Net Losses

Matador has incurred operating losses in recent periods. Matador may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, Matador expects to continue to increase its operating expenses as it implements initiatives to continue to grow its business. If Matador's revenues do not increase to offset its expected increases in costs and operating expenses, Matador will not be profitable.

Supply Agreements

From time to time, Matador may become dependent on individual contracts with its suppliers and storage partners, such as the Kitco Agreement. There can be no assurance that Matador will be able to secure alternative arrangements in the event that any of its material supply or storage contracts are terminated or expire, or that the terms of any such alternative arrangements will be favourable. As a result, any termination or expiry of material supply or storage agreement could have a material adverse effect on the operations of Matador.

Liquidity Risk

Matador's ability to remain liquid over the long term may depend on its ability to obtain additional financing. Matador has in place planning and budgeting processes to help determine the funds required to support normal operating requirements on an ongoing basis as well as its planned development and capital expenditures. Matador's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due.

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No Assurance of Payment of Dividends

The declaration, timing, amount and payment of dividends are at the discretion of the Board and will depend upon Matador's future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that Matador will declare a dividend on a quarterly, annual or other basis.

Public Company Requirements

As a reporting issuer, Matador is subject to the reporting requirements of applicable Securities Laws of the jurisdictions in which it is a reporting issuer, the listing requirements of the TSXV, and other applicable securities rules and regulations. Compliance with those rules and regulations increases Matador's legal and financial costs, make some activities more difficult, time consuming or costly, and increases demand on Matador's systems and resources.

Volatile Market Price

The market price for Matador Shares may be volatile and subject to wide fluctuations in response to numerous factors from time to time, many of which are beyond Matador's control, including the following:

actual or anticipated fluctuations in Matador's quarterly results of operations;
recommendations by securities research analysts;
changes in the economic performance or market valuations of companies in the industry in which Matador operates;
addition or departure of Matador's executive officers and other key personnel;
release or expiration of transfer restrictions on outstanding Matador Shares;
sales or perceived sales of additional Matador Shares;
operating, investment and financial performance that vary from the expectations of management, securities analysts and investors;
regulatory changes affecting Matador's industry generally and its business and operations;
announcements of developments and other material events by Matador or its competitors;
fluctuations to the costs of vital production materials and services;
changes in global financial markets and global economies and general market conditions, such as interest rates and gold product price volatility;
significant acquisitions, investments or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Matador or its competitors;
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operating and share price performance of other companies that investors deem comparable to Matador or from a lack of market comparable companies; and
news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in Matador's industry or target markets.

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities and have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of Matador Shares may decline even if Matador's operating results, underlying asset and investment values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are lasting and not temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in share price and volume will not occur. If such increased levels of volatility and market turmoil continue, Matador's operations could be adversely impacted and the trading price of Matador Shares may be materially adversely affected.

Limited Market for Securities

There can be no assurance that an active and liquid market for Matador Shares will be maintained and an investor may find it difficult to resell any securities of Matador.

Forward-Looking Information May Prove Inaccurate

Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risk and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Readers should carefully consider the risk factors set out in this Filing Statement and consider all other information contained herein before making a decision with respect to the COB. If any of the risks described above materialize, the business, financial condition or results of operations of the parties could be materially and adversely affected. Additional risks and uncertainties not currently known to or currently seen as immaterial by management of Matador may also materially and adversely affect the business, financial condition or results of operations of Matador.

Risks Related to the Proposed Change of Business

Regulatory and Shareholder Approval

The completion of the COB is conditional upon the approval of the TSXV and the receipt of applicable shareholder approval. The TSXV has conditionally accepted the COB subject to Matador fulfilling all of the requirements of the TSXV. There is no assurance that Matador will meet all of the requirements of the TSXV such that the TSXV will issue a final acceptance for the completion of the proposed COB.

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Portfolio Exposure

In the event the COB is effected, Matador's results of operations and financial condition are dependent upon the market value of the securities that comprise its portfolio. Market value can be reflective of the actual or anticipated operating results of Matador's portfolio companies and/or the general market conditions that affect the sectors in which it invests. Matador's investment activities are expected to be initially focussed on cryptocurrency such as Bitcoin and other investments which are aligned with its technology and Bitcoin ecosystem focus. There are various factors which could have a negative impact on Matador's portfolio and thereby have an adverse affect on its business. Additionally, any investments in small-cap businesses which Matador believes exhibit potential for growth and sustainable cash flows may not ever mature or generate the returns it expects or may require a number of years to do so. This may create an irregular pattern in Matador's revenues (if any) and an investment in its securities may only be suitable for investors who are prepared to hold their investment for a long period of time. Macro factors such as fluctuations in commodity prices, cryptocurrencies and global political and economical conditions could have an adverse effect on one or more sectors to which Matador is exposed, thereby negatively impacting one or more of its investments concurrently. Company-specific risks of Matador's investee companies could also have an adverse effect on one or more of Matador's investments at any point in time. Company-specific and industry-specific risks which materially adversely affect Matador's portfolio investments may have a materially adverse impact on its operating results.

Leverage

Matador may use financial leverage (or "margin") when purchasing eligible securities in the secondary market for its portfolio. Trading on margin allows Matador to borrow part of the purchase price of securities (using the securities as collateral), rather than pay for them in full, however, it can result in significant losses. If the market moves against Matador's positions and its securities decline in value, it may be required to provide additional funds to brokers, which could be substantial. Given the nature of Matador's business, it may not have sufficient cash on hand to meet margin calls and may be required to liquidate positions in investments prematurely and/or at a loss, in order to generate funds to satisfy obligations. Furthermore, if Matador is unable to provide the necessary funds within the time required, its positions may be liquidated at a loss by brokers to meet its obligations (and it may still be required to make up any shortfall in funds thereafter). There can be no assurances that sufficient funds will be available in the future, or available on reasonable terms, and the absence of available funding and/or the sale of securities in order to meet margin calls could have a materially adverse impact on Matador's financial position and operating results.

Cash Flow/Revenue

Matador may generate revenue and cash flow from its financing activities and proceeds from the disposition of its investments, in addition to interest and dividend income earned on investments and fees generated from securities lending and other activities. The availability of these sources of income and the amounts generated from these sources are dependent upon various factors, many of which are outside of Matador's direct control. Its liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn

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in the market conditions generally or to matters specific to Matador, or if the value of its investments decline, resulting in capital losses upon disposition.

Private Issuers and Illiquid Securities

In addition to potential investments in public issuers, Matador may invest in securities of private issuers. Investments in private issuers cannot be resold without a prospectus, an available exemption or an appropriate ruling under relevant securities legislation and there may not be any market for such securities. These limitations may impair Matador's ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers may offer relatively high potential returns, but will also be subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of Matador's private company investments or that it will otherwise be able to realize a return on such investments.

The value attributed to securities of private issuers will be the cost thereof, subject to adjustment in certain circumstances in accordance with applicable accounting policies, and therefore may not reflect the amount for which they can actually be sold. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within a short period of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed for the investments.

Matador may also invest in illiquid securities of public issuers. In such cases, a considerable period of time may elapse between the time a decision is made to sell such securities and the time Matador is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that Matador will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, Matador may be prohibited by contract or by law from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

Matador may also make direct investments in publicly-traded securities that have low trading volumes. Accordingly, it may be difficult for Matador to make trades in these securities without adversely affecting the price of such securities.

Possible Volatility

The market price of the Matador Shares may continue to be subject to wide fluctuations in response to factors such as actual or anticipated variations in its consolidated results of operations, changes in financial estimates by securities analysts, general market conditions and other factors. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations may adversely affect the market price of such shares. The purchase of the Matador Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Matador Shares

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should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in the Matador Shares should not constitute a major portion of an investor's portfolio.

Trading Price of Matador Shares Relative to Net Asset Value

Matador is neither a mutual fund nor an investment fund, and due to the nature of its business and investment strategy and the composition of its investment portfolio, the market price of the Matador Shares, at any time, may vary significantly from its net asset value per share. This risk is separate and distinct from the risk that the market price of the Matador Shares may decrease.

Available Opportunities and Competition for Investments

The success of Matador's investment operations will depend upon: (i) the availability of appropriate investment opportunities; (ii) its ability to identify, select, acquire, grow and exit those investments; and (iii) its ability to generate funds for future investments. Matador can expect to encounter competition from other entities having investment objectives similar to its own, including institutional investors and strategic investors. These groups may compete for the same investments as Matador, may be better capitalized, have more personnel, have a longer operating history and have different return targets than Matador. As a result, Matador may not be able to compete successfully for investments. In addition, competition for investments may lead to the price of such investments increasing which may further limit Matador's ability to generate desired returns. There can be no assurance that there will be a sufficient number of suitable investment opportunities available to Matador to invest in or that such investments can be made within a reasonable period of time. There can be no assurance that Matador will be able to identify suitable investment opportunities, acquire them at a reasonable cost or achieve an appropriate rate of return. Identifying attractive opportunities is difficult, highly competitive and involves a high degree of uncertainty. Potential returns from investments will be diminished to the extent that Matador is unable to find and make a sufficient number of investments.

Cost of Investments

Matador's investments in securities of public companies are subject to volatility in the share prices of the companies. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond Matador's control, including, quarterly variations in the subject companies' results of operations, changes in earnings (if any), estimates by analysts, conditions in the industry of the subject companies and general market or economic conditions. In recent years equity markets have experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on market prices, often unrelated to the operating performance of the specific companies. Such market fluctuations could adversely affect the market price of Matador's investments.

Concentration of Investments

Other than as disclosed in this Investment Policy, there are no restrictions on the proportion of Matador's funds and no limit on the amount of funds that may be allocated to any particular

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investment, industry or sector. Matador may participate in a limited number of investments and, as a consequence, its financial results may be substantially adversely affected by the unfavourable performance of a single investment, or sector. Completion of one or more investments may result in a highly concentrated investment by Matador in a particular company, business, industry or sector.

Dependence on Management

Matador is dependent upon the efforts, skill and business contacts of key members of management, for among other things, the information and deal flow they generate during the normal course of their activities and the synergies which exist amongst their various fields of expertise and knowledge. Accordingly, Matador's continued success will depend upon the continued service of these individuals who are not obligated to remain employed with it. The loss of the services of any of these individuals could have a material adverse effect on Matador's revenues, net income and cash flows and could harm its ability to maintain or grow its existing assets and raise additional funds in the future.

Additional Financing Requirements

Matador anticipates ongoing requirements for funds to support its growth and may seek to obtain additional funds for these purposes through public or private equity or debt financing. There are no assurances that additional funding will be available to Matador at all, on acceptable terms or at an acceptable level. Any additional equity financing may cause shareholders to experience dilution, and any additional debt financing may result in increased interest expense or restrictions on Matador's operations or ability to incur additional debt. Any limitations on Matador's ability to access the capital markets for additional funds could have a material adverse effect on its ability to grow its investment portfolio.

No Guaranteed Return

There is no guarantee that an investment in Matador's securities will earn any positive return in the short term or long term. The task of identifying investment opportunities, monitoring such investments and realizing a significant return is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize a return on such investments successfully. Matador's past performance at any given time provides no assurance of its future success.

Management of Growth

Significant growth in Matador's business, as a result of acquisitions or otherwise, could place a strain on its managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve its technical, administrative and financial controls and reporting systems. No assurance can be given that Matador will succeed in these efforts. The failure to effectively manage and improve these systems could increase Matador's costs, which could have a material adverse effect on it.

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Due Diligence

The due diligence process that Matador undertakes in connection with investments may not reveal all facts that may be relevant in connection with an investment. Before making investments, Matador will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, Matador may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, Matador relies on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation that Matador will carry out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful.

Exchange Rate Fluctuations

A portion of Matador's portfolio may be invested in U.S. dollar denominated investments and investments denominated in other foreign currencies from time to time. Changes in the value of the foreign currencies in which Matador's investments are denominated could have a negative impact on the ultimate return on its investments and its overall financial performance.

Non-controlling Interests

Matador's investments may include debt instruments and equity securities of companies that it does not control from time to time. These instruments and securities may be acquired by Matador in the secondary market or through purchases of securities from the issuer. Any such investment is subject to the risk that the company in which the investment is made may make business, financial or management decisions with which Matador does not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve Matador's interests. If any of the foregoing were to occur, the values of Matador's investments could decrease and its financial condition, results of operations and cash flow could suffer as a result.

Matador may issue additional equity securities.

Matador may issue equity securities to finance its activities from time to time. If Matador were to issue additional equity securities, the ownership interest of existing shareholders of Matador would be diluted and some or all of Matador's financial measures on a per share basis could be reduced. Moreover, as Matador's intention to issue additional equity securities becomes publicly known, Matador's share price may be materially adversely affected.

Matador's officers, directors and other insiders control a large percentage of Matador's issued and outstanding Matador Shares and such officers, directors and insiders may have the ability to control matters affecting Matador and its business.

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Matador's shareholders nominate and elect the Board, which generally has the ability to control the acquisition or disposition of Matador's assets and/or investments, and the future issuance of its Matador Shares or other securities. Accordingly, for any matters with respect to which a majority vote of Matador Shares may be required by law, such aforementioned individuals may have the ability to control such matters. Because the aforementioned individuals may control a substantial portion of such Matador Shares, investors may find it difficult or impossible to replace Matador's directors if they disagree with the way Matador's business is being operated. Furthermore, the interests of the aforementioned individuals and other shareholders are not necessarily aligned in all respects and there can be no assurance that the aforementioned individuals will exercise their rights as significant shareholders of Matador in a manner consistent with the best interests of Matador's other shareholders.

From time to time the directors, officers and other insiders of Matador may sell Matador Shares on the open market. These sales will be publicly disclosed in filings made with securities regulators. In the future, the directors, officers and other insiders of Matador may sell a significant number of Matador Shares for a variety of reasons unrelated to the performance of Matador's business. The shareholders of Matador may perceive these sales as a reflection on management's view of the business and result in some shareholders selling their Matador Shares. These sales could cause the market price of Matador Shares to drop.

Conflicts of Interest

Matador may be subject to various potential conflicts of interest because of the fact that some of its officers, directors and consultants may be engaged in a range of business activities. Matador's executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to Matador. In some cases, Matador's executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to Matador's business and affairs and that could adversely affect Matador's operations. These business interests could require significant time and attention of Matador's executive officers, directors and consultants.

In addition, Matador may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or corporations with which Matador may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of Matador. In addition, from time to time, these persons may be competing with Matador for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of Matador's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of Matador are required to act honestly, in good faith and in the best interests of Matador.

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Internal Controls

Effective internal controls are necessary for Matador to provide reliable financial reports and to help prevent fraud. Although Matador undertakes a number of procedures and will implement a number of safeguards in order to help ensure the reliability of its financial reports, including those imposed on Matador under applicable law, in each case Matador cannot be certain that such measures will ensure that Matador maintains adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Matador's results of operations or cause it to fail to meet its reporting obligations. If Matador or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in Matador's consolidated financial statements and could have a material adverse effect on Matador.

General Economic Risks

Matador's operations could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact Matador's sales and profitability.

Any investors should further consider, among other factors, Matador's prospects for success in light of the risks and uncertainties encountered by companies that, like Matador, are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur, which may result in material delays in the operation of Matador's business. Matador may not successfully address these risks and uncertainties or successfully implement its operating strategies. If Matador fails to do so, it could materially harm Matador's business to the point of having to cease operations and could impair the value of Matador's securities.

Uncertainty of Use of Proceeds

Although Matador has set out its intended use of proceeds, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. The failure by Matador to apply these funds effectively could have a material adverse effect on Matador's business, including Matador's ability to achieve its stated business objectives.

Failure to successfully integrate acquired businesses, its products and other assets and investments into Matador's current operations, or if integrated, failure to further Matador's business strategy, may result in Matador's inability to realize any benefit from such acquisition and/or investment.

Matador may grow by acquiring businesses. The consummation and integration of any acquired business, product or other assets into Matador may be complex and time consuming and, if such businesses and assets are not successfully integrated, Matador may not achieve the anticipated benefits, cost-savings or growth opportunities. Furthermore, these acquisitions and other arrangements, even if successfully integrated, may fail to further Matador's business strategy as anticipated, expose Matador to increased competition or other challenges with respect to Matador's products or geographic markets, and expose Matador to additional liabilities associated with an acquired business, technology or other asset or arrangement.

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Liquidity and Additional Financing

There is no guarantee that Matador will be able to achieve its business objectives. The continued development of Matador may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives or Matador going out of business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Matador. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution. In addition, from time to time, Matador may enter into transactions to acquire assets or the shares of other corporations and/or make other investments in accordance with its Investment Policy. These transactions may be financed wholly or partially with debt, which may temporarily increase Matador's debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for Matador to obtain additional capital and to pursue business opportunities, including potential acquisitions. Matador may require additional financing to fund its operations to the point where it is generating positive cash flows. Negative cash flow may restrict Matador's ability to pursue its business objectives.

Difficulty to Forecast

Matador must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of Matador.

The Market Price of Matador Shares may be subject to Wide Price Fluctuations

The market price of Matador Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of Matador and its subsidiaries, divergence in financial results from analysts' expectations, changes in the value of Matador's investments from time to time, changes in earnings estimates by stock market analysts, changes in the business prospects for Matador and its subsidiaries, general economic conditions, legislative changes, and other events and factors outside of Matador's control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for Matador Shares.

Management of Growth

Matador may be subject to growth-related risks. The ability of Matador to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of Matador to deal with this growth may have a material adverse effect Matador's business, financial condition, results of operations and growth prospects.

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There is no assurance that Matador will turn a profit or generate immediate revenues

There is no assurance as to whether Matador will be profitable or continue to be profitable, or pay dividends. Matador has incurred and anticipates that it will continue to incur substantial expenses relating to the development of its business. The payment and amount of any future dividends will depend upon, among other things, Matador's results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends.

Equity Price Risk

Matador may be exposed to equity price risk as a result of holding long-term investments in other companies. Just as investing in Matador is inherent with risks such as those set out in this Filing Statement, by investing in these other companies, Matador may be exposed to the risks associated with owning equity securities and those risks inherent in the investee companies.

Anti-Money Laundering Laws and Regulation Risks

Matador is subject to a variety of laws and regulations domestically and internationally that concern money laundering, financial recordkeeping and proceeds of crime, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities internationally.

In the event that any of Matador's proceeds, any dividends or distributions therefrom, or any profits or revenues accruing from operations were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of Matador to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada.

Regulation

Matador is subject to general business regulations and laws as well as regulations and laws specifically governing collection of information, technology, privacy, securities, cryptocurrencies, digital assets, mining and minerals, and the internet. Existing and future laws and regulations may impede Matador's growth strategies. These regulations and laws may cover taxation, privacy, cybersecurity, Securities Laws, data protection, pricing, content, copyrights, distribution, consumer protection, web services, websites, and the characteristics and quality of products and services. Unfavourable changes in regulations and laws could decrease demand for Matador's digital media properties and inventory and increase its cost of doing business or otherwise have a material adverse effect on Matador's reputation, popularity, results of operations, and financial condition. The requirements of being a public company may strain Matador's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members.

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As a reporting issuer, Matador is subject to the reporting requirements of applicable securities legislation of the jurisdiction in which it is a reporting issuer, the listing requirements of the TSXV and other applicable securities rules and regulations. Compliance with these rules and regulations increases Matador's legal and financial compliance costs, makes some activities more difficult, time consuming or costly and increases demand on its systems and resources. Applicable Securities Laws require Matador to, among other things, file certain annual and quarterly reports with respect to its business and results of operations. In addition, applicable Securities Laws require Matador to, among other things, maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve its disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required from time to time. Specifically, due to the increasing complexity of its transactions, it is anticipated that Matador will improve its disclosure controls and procedures and internal control over financial reporting primarily through the continued development and implementation of formal policies, improved processes and documentation procedures, as well as the continued sourcing of additional finance resources. As a result, management's attention may be diverted from other business concerns, which could harm Matador's business and results of operations. To comply with these requirements, Matador may need to hire more employees in the future or engage outside consultants, which will increase its costs and expenses.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of Matador to continue to operate. The effect of any future regulatory change on any cryptocurrency, project or protocol that Matador may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to Matador.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Matador intends to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue generating activities to compliance activities. If its efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against Matador and Matador's business may be adversely affected.

As a public company subject to these rules and regulations, Matador may find it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it

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more difficult for Matador to attract and retain qualified members of its Board, particularly to serve on its Audit Committee and Compensation Committee, and qualified executive officers. As a result of disclosure of information in filings required of a public company, Matador's business and financial condition has become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, Matador's business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in its favor, these claims, and the time and resources necessary to resolve them, could divert the resources of Matador's management and harm its business and results of operations.

Unknown Defects and Impairments

A defect in any business arrangement may arise to defeat or impair the claim of Matador to such transaction, which may have a material adverse effect on Matador. It is possible that material changes could occur that may adversely affect management's estimate of the recoverable amount for any agreement Matador enters into. Impairment estimates, based on applicable key assumptions and sensitivity analysis, will be based on management's best knowledge of the amounts, events or actions at such time, and the actual future outcomes may differ from any estimates that are provided by Matador. Any impairment charges on Matador's carrying value of business arrangements could have a material adverse effect on Matador.

Challenging Global Financial Conditions

Global financial conditions, particularly in light of global inflation, stock market and commodities pricing volatility, and Ukraine-Russia war, have been characterized by increased volatility, with numerous financial institutions having either gone into bankruptcy or having to be rescued by government authorities. Global financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited resources to respond to future crises. Global capital markets have continued to display increased volatility in response to global events. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact the ability of Matador, or the ability of the operators of the companies in which Matador will hold interests, to obtain equity or debt financing or make other suitable arrangements to finance their projects. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on Matador and the price of Matador's securities could be adversely affected.

Credit and Liquidity Risk

Matador will be exposed to counterparty risks and liquidity risks including, but not limited to:

through suppliers of Matador which may experience financial, operational or other difficulties, including insolvency, which could limit or suspend those suppliers' ability to perform their obligations under agreements with Matador;
through financial institutions that may hold Matador's cash and cash equivalents;

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through companies that will have payables to Matador;
through Matador's insurance providers; and
through Matador's lenders, if any.

Matador will also be exposed to liquidity risks in meeting its operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of Matador to obtain loans and other credit facilities in the future and, if obtained, on terms favourable to Matador. If these risks materialize, Matador's operations could be adversely impacted, and the price of Matador Shares could be adversely affected.

Litigation

Matador may from time to time be involved in various claims, legal proceedings and disputes arising in the ordinary course of business. If Matador is unable to resolve these disputes favourably, it may have a material adverse effect on Matador. Even if Matador is involved in litigation and wins, litigation can redirect significant resources. Litigation may also create a negative perception of Matador. Securities litigation could result in substantial costs and damages and divert Matador's management's attention and resources. Any decision resulting from any such litigation that is adverse to Matador could have a negative impact on Matador's financial position.

Cybersecurity Risks

The information systems of Matador and any third-party service providers and vendors are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the respective organizations. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapid evolving nature of the threats, targets and consequences. Additionally, unauthorized parties may attempt to gain access to these systems through fraud or other means of deceiving third-party service providers, employees or vendors. The operations of Matador depend, in part, on how well networks, equipment, IT systems and software are protected against damage from a number of threats. These operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. However, if Matador is unable or delayed in maintaining, upgrading or replacing IT systems and software, the risk of a cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the reputation and results of operations of Matador.

Customer Acquisitions

Matador's success depends, in part, on Matador's ability to attract and retain customers. There are many factors which could impact Matador's ability to attract and retain customers, including but

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not limited to the successful implementation of marketing plans and the continued growth in the aggregate number of customers. The failure to acquire and retain customers would have a material adverse effect on Matador's business, operating results and financial condition.

Constraints on Marketing Products

The development of Matador's businesses and operating results may be hindered by applicable restrictions on marketing. The Canadian federal regulatory regime requires plain packaging of products, and has further prohibitions with respect to marketing, including prohibitions on testimonials, lifestyle branding and packaging that is appealing to youth.

The regulatory environment in Canada and abroad limits Matador's ability to compete for market share in a manner similar to other industries. If Matador is unable to effectively market its products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for its products, Matador's sales and operating results could be adversely affected, which could have a materially adverse effect on Matador's business, financial condition and operating results.

Intellectual Property

The ownership and protection of intellectual property rights are significant aspects of Matador's future success. In particular, Matador believes its brand name and its proprietary application has intangible value, however it does not have any registered intellectual property. In accordance with industry practice, Matador plans to protect its proprietary products, technology and competitive advantage through a combination of contractual provisions and trade secrets, copyright and trademark laws in Canada and the United States and other jurisdictions in which it conducts its business, as applicable. Matador also utilizes confidentiality agreements, assignment agreements and license agreements with employees and third parties, which limit access to and use of its intellectual property, where appropriate.

Unauthorized parties may attempt to replicate or otherwise obtain and use Matador's products and technology. Policing the unauthorized use of Matador's current or future intellectual property rights could be difficult, expensive, time-consuming and unpredictable, as may be enforcing these rights against unauthorized use by others. In addition, in any infringement proceeding, some or all of the intellectual property rights, or arrangements or agreements seeking to protect the same may be found invalid, unenforceable, anti-competitive or not infringed. An adverse result in any litigation or defense proceedings could put one or more of the intellectual property rights at risk of being invalidated or interpreted narrowly and could put any future intellectual property applications at risk of not being issued. Any or all of these events could materially and adversely affect the business, financial condition and results of operations of Matador.

In addition, other parties may claim that Matador's products infringe on their proprietary and perhaps patent protected rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, legal fees, result in injunctions, temporary restraining orders and/or require the payment of damages. As well, Matador may need to obtain licences from third parties who allege that Matador has infringed on their lawful rights. However, such licences may not be available on terms acceptable to Matador or at all. In addition,

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Matador may not be able to obtain or utilize on terms that are favorable to it, or at all, licences or other rights with respect to intellectual property that it does not own.

Risks Associated with Storage of Physical Gold

There is a risk that part or all of Matador's gold could be lost, damaged, destroyed, mis-delivered or stolen. Access to Matador's gold could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of Matador and, consequently, an investment in Matador Shares.

All physical gold on the Matador platform (other than gold in transit to customers) is held at secure vaults. In this regard, Matador is currently party to the Kitco Agreement pursuant to which its physical gold is held at the Royal Canadian Mint in Ottawa which is owned and operated by the Canadian federal government. However, any loss of gold owned by Matador that is not recovered through insurance or otherwise could have a material adverse effect on financial condition and results of operations of Matador.

Foreign Exchange

Matador is exposed to foreign currency risk by reason of Matador operating in the United States. As Matador Shares are traded in Canadian dollars, the movement of the US dollar against the Canadian dollar could have a material adverse effect on Matador's prospects, business, financial condition, and results of operation.

SPONSORSHIP

Sponsorship for the COB may be required by policy 5.2 of the Manual. Subject to the satisfaction of certain conditions, Matador has been granted a discretionary waiver by the TSXV from the sponsorship requirement.

GENERAL MATTERS

Experts

Kingston Ross Pasnak LLP is the independent auditor of Matador. Kingston Ross Pasnak LLP has confirmed that it is independent of Matador within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

Other Material Facts

To the knowledge of management of Matador, there are no material facts about Matador or the COB that are not disclosed under any other items and are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Matador assuming completion of the COB.

Board Approval

The contents and the filing of this Filing Statement have been approved by the Board.

4905-1199-1107.15

CERTIFICATE OF MATADOR TECHNOLOGIES INC.

The foregoing, as it relates to Matador Technologies Inc., constitutes full, true, and plain disclosure of all material facts relating to the securities of Matador Technologies Inc.

DATED: June 20, 2025

MATADOR TECHNOLOGIES INC.

"Deven Soni"	"Jing Peng"
Deven Soni	Jing Peng
Chairman, Chief Executive Officer and Director	Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF MATADOR TECHNOLOGIES INC.

"Donato Sferra"	"Richard Murphy"
Donato Sferra	Richard Murphy
Director	Director

98 -

4905-1199-1107.15
- 99 -

ACKNOWLEDGMENT – PERSONAL INFORMATION

"Personal Information" means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement that are analogous to Items 4.2, 11, 12.1, 15, 17.3, 18, 22, 23, 25, 30.3, 31, 32, 33, 34, 35, 36, 37, 40 and 41 of Exchange Form 3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to: (a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Exchange Form 3B2; and (b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

DATED: June 20, 2025.

Matador Technologies Inc.

"Deven Soni"

Deven Soni

Chief Executive Officer

4905-1199-1107.15

SCHEDULE "A"

Management's Discussion and Analysis of Matador Technologies Inc.

A-1

MATADOR

MATADOR GOLD TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR

ENDED

OCTOBER 31, 2024 (EXPRESSED IN CANADIAN DOLLARS,

UNLESS STATED OTHERWISE)

Introduction

This Management’s Discussion and Analysis (“MD&A”) is dated February 26, 2025, and consolidates management’s review of the factors that affected Matador Gold Technologies Inc.’s (“Matador” or the “Company”) financial and operating performance for the year ended October 31, 2024, and factors reasonably expected to impact on future operations and results. This discussion is intended to supplement and complement the Company’s audited financial statements as at and for the year ended October 31, 2024 (“Audited Financial Statements”) and the notes thereto which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations issued by the IFRS Interpretations Committee. This MD&A should also be read in conjunction with the Audited Financial Statements.

For the purposes of preparing this MD&A, management, in conjunction with the Board, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Common Shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Unless otherwise stated, results are reported in Canadian dollars. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results presented in the MD&A are not necessarily indicative of the results that may be expected for any future period.

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company's ability to predict or control. Readers are cautioned that such risk factors, uncertainties and other factors are not exhaustive. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Specifically, this MD&A includes, but is not limited to, forward-looking statements regarding: the Company's ability to meet its working capital needs at the current level for the next twelve-month period; management's outlook regarding the market environment and future trends; the future development of Matador's business including with respect to the potential future offering of other metal types and/or operations in additional jurisdictions; management's expectations regarding future profitability and the timing thereof; sensitivity analysis on financial instruments, which may vary from amounts disclosed; future deployment of available funds; and general business and economic conditions.

All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly, or otherwise revise, any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

To the Shareholders of Matador:

Overview

Matador is democratizing the gold buying experience by bringing it into the 21st century. Combining the best of modern technology and time-proven investment options, Matador’s proprietary platform will allow users to buy, sell, and store gold 24/7, with the added security and flexibility of an encrypted mobile application. The Matador platform is Matador’s sole product and is targeted for a public launch in 2025. See "Company and Highlights" below.

Market Environment

As of February 26, 2025, gold prices have surged to near-record highs, driven by escalating geopolitical tensions and significant shifts in global trade policies. Currently, spot gold is trading at approximately USD$2,882.50 per ounce, approaching the all-time high of USD$2,886.62 reached recently.

A primary catalyst for this surge is the recent announcement by U.S. President Donald Trump of a 25% tariff on all steel and aluminum imports. This move has heightened fears of a global trade war, prompting investors to seek refuge in safe-haven assets like gold.

Central banks continue to play a pivotal role in supporting gold prices. The World Gold Council reports that central bank purchases reached record levels in 2024, with net buying exceeding 1,000 tonnes for the second consecutive year. Emerging markets, particularly China and India, have been at the forefront of this trend, diversifying their reserves to hedge against economic uncertainties.

On the macroeconomic front, the Federal Reserve's stance on interest rates remains a focal point. While there were indications in late 2024 of potential rate cuts by mid-2025, the recent trade developments and their potential inflationary impacts may influence the Fed's decisions moving forward. Lower treasury yields have historically reduced the opportunity cost of holding non-interest-bearing assets like gold, further bolstering its appeal.

Geopolitical tensions, especially in regions like the Middle East and Eastern Europe, continue to contribute to the elevated demand for gold as a hedge against potential risks. The recent tariff announcements have only added to the market's volatility, reinforcing gold's status as a critical asset in diversified portfolios.

Operations

Matador is a pioneer in the world of physical gold and other real-world assets. By leveraging blockchain technology—particularly the Bitcoin network—Matador is increasing transparency, security, and customer convenience for purchasing, selling, storing, and managing physical gold and other precious metals.

The Company’s vision extends beyond gold, integrating Layer 2 solutions, non-fungible tokens (NFTs), and a broader range of digitized real-world assets (RWAs) on the Bitcoin blockchain. As part of this vision, Matador has explored the use of Bitcoin Ordinals in platform development. During the year ended October 31, 2024, the Company evaluated different technologies and use cases for its platform, ultimately completing and securing approval for its beta application on the Apple Store and Google Play Store. The Matador platform, the Company’s sole product, is targeted for a public launch in the first half of 2025.

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

Management is prioritizing the development and expansion of Matador's flagship platform, which allows consumers to buy, sell, store, and ship gold while integrating with the Bitcoin network for enhanced functionality. Future expansions include new jurisdictions, additional metals like silver, and innovative product features to enhance the user experience—independent of gold's market performance.

During the platform development phase, key focus areas include:

User Experience: Creating a seamless and intuitive front-end for customers.
Operational Efficiency: Developing a robust back-end to support finance, compliance, and support teams.
Regulatory & Compliance Integration: Ensuring adherence to relevant laws while streamlining compliance processes.
Marketing & Growth: Embedding marketing capabilities directly into the platform to drive adoption.

Matador is targeting revenue-positive operations in 2025 with the launch of its flagship platform. Revenue generation will primarily come from fees on gold transactions, with additional monetization opportunities arising from new products and digital asset integrations.

As a registered dealer of precious metals in Canada, the Company is committed to full regulatory compliance and is actively working to expand into new jurisdictions while ensuring adherence to all applicable laws. Matador is not just innovating in gold markets—it is building the foundation for a digitized future of real-world assets on Bitcoin.

PART I – COMPANY AND HIGHLIGHTS

THE COMPANY

Matador is a pioneer in physical gold and RWAs, leveraging blockchain technology—particularly the Bitcoin network—to enhance transparency, security, and convenience in gold ownership. The Matador platform is designed to modernize the gold buying experience, allowing users to buy, sell, store, and manage gold 24/7 with transparent pricing, minimal fees, and flexible payment options like installment plans.

Matador's regulatory-aware platform ensures compliance through robust KYC/AML integration, allowing eligible users to open accounts easily while securing stored gold at the Royal Canadian Mint via its agreement with Kitco. Future expansions include ESG-certified gold, silver, and new jurisdictions.

Beyond gold, Matador's product vision extends to Layer 2 solutions, NFTs, and a broader range of digitized RWAs on the Bitcoin blockchain. The Company is exploring NFT-paired gold, where each gram of gold could be linked to a unique AI-generated NFT, laser-etched onto the physical product.

The Matador platform is the Company's core focus, with a public launch targeted for the first half of 2025 and a goal of becoming revenue-positive in 2025.

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

FINANCIAL SUMMARY

Selected Annual Financial Information

	Year Ended		Period from November 29, 2021 to October 31, 2022
	October 31, 2024	October 31, 2023
Operating Expenses	3,329,126	2,429,884	4,254,190
Total Loss and Comprehensive Loss	(4,436,738)	(2,321,764)	(4,207,142)
Basic and Diluted Loss Per Share	(0.07)	(0.04)	(0.08)

Selected Quarterly Financial Information

	Quarter Ended
	October 31, 2024	July 31, 2024	April 30, 2024	January 31, 2024	October 31, 2023	July 31, 2023	April 30, 2023	January 31, 2023
Operating Expenses	502,937	1,243,239	1,388,269	194,681	286,549	676,594	403,557	1,063,186
Total Loss and Comprehensive Loss	(1,669,570)	(1,232,174)	(1,342,330)	(192,664)	(222,085)	(672,301)	(396,604)	(1,030,774)
Basic and Diluted Loss Per Share	(0.03)	(0.01)	(0.02)	(0.01)	(0.01)	(0.01)	(0.01)	(0.02)

HIGHLIGHTS:

Total cash on hand of $3.9 million as of October 31, 2024, as compared to $2.3 million for the year ended October 31, 2023. This represents an increase of 73% and was primarily driven by the Company raising equity capital to fund operations without having recorded any revenue.
Operating expenses were $3.3 million for the year ended October 31, 2024, as compared to $2.4 million for the year ended October 31, 2023. Operating expenses increased by 37% between October 31, 2023, and October 31, 2024, and this increase was driven by an increase in share based compensation expense and its directors and officers insurance premium based on the anticipated go public expenses. Operating expenses were $502,937 in Q4 2024 compared to $286,549 in Q4 2023. Operating expenses increased by 76% between Q4 2023 and Q4 2023 and this increase was driven by an increase in legal expenses relating to the Company's financings and anticipated go public transaction, as well as an increase in share based compensation expense.
A net loss and other comprehensive loss for the year ended October 31, 2024, attributable to Matador, of $4.4 million, offset by a interest income earned from its term deposits and a revaluation gain on its digital assets, as compared to $2.3 million for the year ended October 31, 2023. This represents an increase of 92% and is primarily driven by an increase in share based compensation expense and the recognition of an impairment loss on its digital assets.

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

PART II – REVIEW OF FINANCIAL RESULTS

Financial Results

For the year ended October 31, 2024, operating expenses were $3.3 million compared to $2.4 million for the year ended October 31, 2023.

For the year ended October 31, 2024, the Company recorded a net loss and other comprehensive loss of $4.4 million compared to $2.3 million for the year ended October 31, 2023. Net loss per share for the year ended October 31, 2024, was $0.07 per share compared to $0.04 for the year ended October 31, 2023.

The increase in operating expenses and net loss and other comprehensive loss between October 31, 2024, and October 31, 2023, was primarily a result of a decrease in share based compensation expense and by recognizing an impairment loss on its digital assets. Additionally, the Company’s directors and officers insurance increased significantly in anticipation of a go public transaction.

For the year ended October 31, 2024, the Company has assets of $6.3 million compared to $2.5 million for the year ended October 31, 2023. This was a result of the Company completing equity financings which increased its cash reserves and digital asset holdings.

Operating Expenses

A breakdown of the operating expenses is as follows:

EXPENSES	Year Ended
	October 31, 2024	October 31, 2023
Professional Fees (i)	426,455	449,714
Advertising and Promotion	49,826	143,339
General and Administrative	217,014	68,959
Consulting Fees	454,807	935,099
Travel	22,951	25,707
Write (up) / down on Precious Metals	(690)	690
Exchange (Gain) or Loss	(70,284)	567
Share Based Compensation (ii)	2,229,047	805,809
Total Expenses	3,329,126	2,429,884

(i) Primarily consisted of corporate legal and audit fees, and other business consulting expenses.
(ii) Value of options, RSUs, performance shares and advisor shares that vested during the period.

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

A breakdown of general and administrative expenses is as follows:

	Year Ended
	October 31, 2024	October 31, 2023
Bank Charges	2,895	3,263
Domain Expense	140	538.00
Dues and Subscriptions	32,398	15,725
Meals and Entertainment	988	10,387
Office Expenses	8,570	5,297
Insurance	172,023	33,750
Total Expenses	217,014	68,960

Other items included in net income are:

	Year Ended
	October 31, 2024	October 31, 2023
Impairment Loss	(1,221,997)	-
Income Tax Expense	-	-
Interest Income (i)	56,148	108,120
Other Comprehensive Income & Loss
Revaluation Gain on Digital Assets	58,237	-

(i) Term deposits include two non-redeemable guaranteed investment certificates ("GIC"). The first GIC was issued May 10, 2024, with a 1-year maturity, a principal of $5,328 GICs and a fixed annual interest rate of 4.50%. The second GIC was issued August 12, 2024, with a 1-year maturity, a principal of $42,670 GICs and an annual fixed interest rate of 4.75%.

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

PART III – FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

Liquidity and Capital Resources

As at October 31, 2024, the Company had a working capital balance of $4.1 million (October 31, 2023 - $2.4 million), and shareholders’ equity, attributable to the owners of the Company, of $6.2 million (October 31, 2023 - $2.4 million). The Company currently anticipates having sufficient cash and cash equivalents to meet its current operating and administrative costs for the next 12 months.

The following summarizes and explains the Company's cash flow activities:

	Year Ended
	October 31, 2024	October 31, 2023
Net cash provided by (used in)
Operating activities	(1,090,026)	(1,683,976)
Financing activities	2,742,642	-
Investing activities	-	-
Increase (decrease) in cash	1,652,616	(1,683,976)

The Company anticipates approximately $130,000 per month of working capital requirements for the next 12 months.

The Company’s use of cash at present occurs, and in the future is expected to occur, principally in two areas: the funding of its general and administrative expenditures as a deployment of capital to continuously improve the application and the funding of its gold purchases to facilitate the transactions on its gold trading platform. In connection with the Company’s operating and investment activities, when required, the Company will seek to raise capital primarily through the issuance of equity securities. As at the date of this report, the Company anticipates having sufficient capital to meet its ongoing operating and investment activities, for a minimum of the next twelve months.

The Company has no capital commitments as at the date of this report.

Off-Balance Sheet Arrangements

As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.

Financial Instruments and Business Risks

The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with

Matador Gold Technologies Inc.
Management's Discussion and Analysis
For Year Ended October 31, 2024

financial liabilities. The Company is exposed to this risk mainly with respect to ensuring the sufficiency of funds for working capital and commitments. The Company monitors the maturity dates of existing accounts payable and accrued liabilities, loans payable, and commitments to mitigate this risk. The Company manages company-wide cash projections centrally and regularly updates projections for changes in business and fluctuations. The Company's financial liabilities are comprised of accounts payable and accrued liabilities. As at October 31, 2024, accounts payable and accrued liabilities of $82,210 (October 31, 2023 - $54,450) and are expected to mature within one year.

Fair Value Risk

Due to their short-term nature, the carrying value of cash and accounts payable approximate their fair value.

Executive Compensation

The executive's base compensation was discussed and determined prior to the start of employment with the executive officer. The Board of Directors looked at comparable compensation packages from other companies within the same industry and stage of growth to decide upon the amount offered to the executive officer. Annual incentive compensation is also discussed annually with the executive officer.

Related Party Transactions

TDK Cash Flow Ltd. and Hillcrest Merchant Partners Inc. are related parties to the Company. TDK Cash Flow Ltd. is a Co-Founder and shareholder of Matador. Hillcrest Merchant Partners Inc. is a Co-Founder and shareholder of Matador.

During the year ended October 31, 2024, the Company paid $339,000 (October 31, 2023 - $374,030) in consulting fees to TDK Cash Flow Ltd. and Hillcrest Merchant Partners Inc. for:

Business operations support;
HR services;
Bookkeeping services;
Corporate secretarial services; and
Financial advisory services.

These services were incurred in the normal course of operations.

Consulting fees paid to key management personnel for the year ended October 31, 2024 totaled $206,474 (period ended October 31, 2023 – $235,001). Share based payments to key management personnel and the Board of Directors of the Company for the year ended October 31, 2024, were valued using the Black-Scholes valuation model to be $310,927 (period ended October 31, 2023 – $307,537) and this is included in share based compensation. Key management personnel is comprised of the Company's Chief Executive Officer ("CEO").

Capital Management

Matador Gold Technologies Inc.
Management's Discussion and Analysis
For Year Ended October 31, 2024

adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. The Company’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the operation of the Company. To secure the additional capital necessary to pursue these plans, the Company intends to raise additional funds through equity or debt financing. The Company is not subject to any external capital requirements imposed by a regulator.

Outstanding securities as at October 31, 2024:

Common shares	71,166,141
Dilutive securities
Stock options	11,015,434
Restricted stock units	266,000
Performance share units	3,000,000
Advisor shares	5,000,000
Fully diluted shares	90,447,575

Outstanding securities as at February 26, 2025:

Common shares	92,718,426
Dilutive securities
Stock options	13,725,434
Restricted stock units	266,000
Performance share units	3,000,000
Advisor shares	4,500,000
Fully diluted shares	114,209,860

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

PART IV – RISKS

Risks and Uncertainties

Given the nature of our business and current stage of development, prospective investors should carefully consider the specific and general risks involved in an investment in our securities. Key risk factors that could materially affect our business, results of operations, prospects, and financial condition include a history of operating losses, future capital needs, and the uncertainty of additional financing. Additionally, liquidity risk, the availability of capital resources, and share price volatility present challenges in maintaining financial stability and funding growth initiatives.

Global economic and financial market deterioration may impede access to capital or increase the cost of financing. Regulatory compliance risks, including potential legal and regulatory changes, could impact our ability to operate effectively across jurisdictions. The concentration of control within the Company and exposure to foreign currency and exchange rate fluctuations add to financial uncertainties.

We also face challenges related to product development, rapid technological changes, and dependence on technical infrastructure. The protection of intellectual property and compliance with privacy laws are crucial as we handle sensitive personal and financial information. Cybersecurity risks, network security vulnerabilities, and potential system failures could disrupt operations and impact customer confidence.

Market expansion, the ability to manage rapid growth, and competition may impact our business trajectory. Additionally, risk management, internal controls, marketing, and brand development remain critical for maintaining consumer trust. Improper or illegal use of our services, customer complaints, and negative publicity could affect brand reputation. Our reliance on key personnel, exposure to uninsured or underinsured losses, and potential theft or harm to personnel further contribute to operational risks.

We are exposed to volatility in precious metals prices and public interest in precious metals investment, which can directly impact demand for our products. Similarly, fluctuations in cryptocurrency prices and regulatory uncertainty in the digital asset market pose additional financial and compliance risks. The trading, custody, and security of both precious metals and digital assets require robust safeguards to mitigate operational risks.

Finally, there may be additional unknown or unforeseen risks that could materially impact our business operations, financial condition, and future growth. Our ability to secure and manage liquidity, maintain access to capital resources, and manage share price volatility will be key factors in sustaining and scaling our operations.

PART VI – ACCOUNTING POLICIES, CRITICAL ACCOUNTING ESTIMATES AND INTERNAL CONTROLS

Critical Accounting Estimates and Accounting Policies

The preparation of the audited financial statements requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and reported assets, liabilities, revenue and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

recorded, with corresponding effect in profit or loss, when, and if, better information is obtained.

Estimates

Valuation of gold and digital assets: Matador holds gold as inventory and digital assets, including Bitcoin and Satoshis, as part of its intangible assets. Gold is measured at cost and subsequently, at the end of each reporting period, it is measured at the lower of cost and net realizable value (NRV), by assessing the quoted market price from recognized commodities exchanges to determine the net realizable value. Bitcoin is measured at fair value using the quoted price on reputable exchanges. Satoshis are measured using the cost method, due to the lack of an active market available to reliably determine their fair value. Under this method, digital assets are recorded at their original purchase cost, minus any impairment losses. Since satoshis have an indefinite life, no amortization is applied. If impairment indicators arise, the assets are evaluated against their recoverable amount, with any loss recognized in the statement of loss and comprehensive loss. Management assesses the recoverable amount of satoshis by evaluating factors such as market developments, regulatory changes, and technological advancements that could impact their value. If impairment indicators arise, a detailed review is conducted, considering available market data and relevant economic conditions. Any impairment loss identified is recognized in the statement of loss and comprehensive loss.

Fair value measurement of stock-based compensation: Estimating fair value for stock options and other share based compensation requires determining the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model, including the expected life of stock options and volatility while making assumptions about them. The assumptions and models used for estimating fair value are disclosed in Note 6.

Management continuously reviews the assumptions and underlying data used in these estimates to ensure they reflect the best available information at the reporting date. However, due to inherent uncertainties, actual results may differ from these estimates, which could result in material adjustments in future financial periods.

PART VII – DISCLOSURE OF INTERNAL CONTROLS

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that (i) the audited financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the audited financial statements; and (ii) the audited financial statements fairly present in all material respects the financial condition, financial performance and cash flows of Matador, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate filed by Matador does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:

(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under

Matador Gold Technologies Inc.

Management's Discussion and Analysis

For Year Ended October 31, 2024

securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of audited financial statements for external purposes in accordance with the issuer's generally accepted accounting principles (IFRS).

Matador's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in such certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

PART VIII – SUBSEQUENT EVENTS

On August 20, 2024, Matador commenced a concurrent financing in connection with a planned go-public transaction. As part of this financing, the Company raised funds both before year end (October 31, 2024) and after year end (by December 5, 2024). The concurrent financing objective was to raise a minimum of $3,500,000 and a maximum of $4,500,000 gross proceeds by issuing shares at $0.50 per share. Prior to October 31, 2024, the Company raised gross proceeds of $1,230,029, however the shares were not issued until the closing of the financing on December 5, 2024. Subsequently, on December 5, 2024, Matador completed the financing and issued 12,446,822 shares, representing the full number of shares issued in connection with the concurrent financing. Matador raised gross proceeds of $1,230,029 before year end and $4,993,382 after year end, for a total amount of $6,223,411 raised.

On December 9, 2024, Matador announced the completion of its previously announced "Qualifying Transaction" as defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange. The Qualifying Transaction was effected through a reverse takeover structured as a court approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario) on the terms and conditions set out in the merger agreement dated October 16, 2024.

MATADOR

MATADOR TECHNOLOGIES INC.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS
– QUARTERLY HIGHLIGHTS

FOR THE THREE MONTHS ENDED JANUARY 31, 2025
(EXPRESSED IN CANADIAN DOLLARS, UNLESS STATED OTHERWISE)

Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

Introduction

The following Interim Management's Discussion & Analysis ("Interim MD&A") of Matador Technologies Inc. and its subsidiaries ("Matador" or the "Company") for the three months ended January 31, 2025 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management's Discussion & Analysis ("Annual MD&A") for the fiscal year ended October 31, 2024. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company's Annual MD&A, audited annual consolidated financial statements for the years ended October 31, 2024, and October 31, 2023, together with the notes thereto, and unaudited condensed interim financial statements for the three months ended January 31, 2025, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim consolidated financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of March 28, 2025, unless otherwise indicated.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Information about the Company and its operations can be obtained from the System for Electronic Documents Analysis and Retrieval ("SEDAR+") and is available for review under the Company's profile on the SEDAR+ website (www.sedarplus.com).

Cautionary Note Regarding Forward-Looking Information

This Interim MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Interim MD&A speak only as of the date of this Interim MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this Interim MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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Matador Technologies Inc.

Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

Inherent in forward-looking statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also refer to those risk factors referenced in the "Risk Factors" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Interim MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether because of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Overview

Matador Technologies Inc. leverages blockchain technology to digitize real-world assets like gold. Focused on building innovative financial solutions, Matador is at the forefront of integrating blockchain technology to preserve and grow value. Matador's digital gold platform aims to democratize the gold buying experience, combining the best of modern technology and time-proven assets, to create a platform that will allow users to buy, sell, and store gold 24/7 in a convenient and engaging way.

Market Environment

As of March 28, 2025, gold prices have surged to near-record highs, driven by escalating geopolitical tensions and significant shifts in global trade policies. Currently, spot gold is trading at approximately USD$3,017 per ounce.

Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

Operations

Matador operates at the intersection of precious metals and blockchain technology. By leveraging blockchain technology—particularly the Bitcoin network—Matador is increasing transparency, security, and customer convenience for purchasing, selling, storing, and managing physical gold and other precious metals.

The Company's vision extends beyond gold, integrating Layer 2 solutions and non-fungible tokens ("NFTs" or "Bitcoin Ordinals") on the Bitcoin blockchain.

Management is prioritizing the development and expansion of Matador's flagship platform, which allows consumers to purchase Bitcoin Ordinals encoding artwork that can be printed onto physical gold. Future expansions include new jurisdictions, additional metals like silver, and innovative product features to enhance the user experience.

During the platform development phase, key focus areas include:

User Experience: Creating a seamless and intuitive front-end for customers.
Operational Efficiency: Developing a robust back-end system
Regulatory & Compliance Integration: Ensuring adherence to relevant laws while streamlining compliance processes.
Marketing & Growth: Embedding marketing capabilities directly into the platform to drive adoption.

Revenue generation will primarily come from fees on transactions, with additional monetization opportunities arising from new products and digital asset integrations.

Matador is not just innovating in the field of gold—it is building the foundation for a digitized future of real-world assets on Bitcoin.

PART I – COMPANY AND HIGHLIGHTS

THE COMPANY

Matador is a pioneer in gold and blockchain technology—particularly the Bitcoin network. Matador's thesis is that blockchains can be used to enhance transparency, security, and convenience for customers.

Beyond gold, Matador's product vision extends to Layer 2 solutions and NFTs, initially on the Bitcoin blockchain. Matador is expecting to become the first company in Canada to laser etch gold wafers with unique artwork associated with Bitcoin Ordinals, opening up a new technological area for exploration and further development within the platform.

The Matador platform is the Company's core focus, with a public launch targeted for the first half of 2025 and a goal of becoming revenue-positive in 2025.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

Financial Summary

Summary of Quarterly Results

Quarter ended	Operating Expenses ($)	Total Loss and Comprehensive Loss ($)	Basic and Diluted Loss Per Share ($)
January 31, 2025	2,707,776	(5,084,333)	(0.06)
October 31, 2024	502,937	(1,669,570)	(0.03)
July 31, 2024	1,243,239	(1,232,174)	(0.01)
April 30, 2024	1,388,269	(1,342,330)	(0.02)
January 31, 2024	484,491	(484,491)	(0.01)
October 31, 2023	286,549	(222,085)	(0.01)
July 31, 2023	676,594	(672,301)	(0.01)
April 30, 2023	403,557	(396,604)	(0.01)

HIGHLIGHTS:

Total cash on hand of $2.4 million as of January 31, 2025, as compared to $3.9 million for the year ended October 31, 2024. This represents a decrease of 38% and was primarily driven by the Company purchasing digital assets, and offset by the Company raising equity capital to fund operations.
Operating expenses were $2.7 million for the three months ended January 31, 2025, as compared to $484,491 for the three months ended January 31, 2024. Operating expenses increased by 481% between January 31, 2024, and January 31, 2025, and this increase was driven by an increase in share based compensation expense and consulting fees.
A net loss and other comprehensive loss for the year ended January 31, 2025, attributable to Matador, of $5.1 million, offset by interest income earned from its term deposits and a revaluation gain on its digital assets, as compared to $484,491 for the three months ended January 31, 2024. This represents an increase of 971% and is primarily driven by an increase in share based compensation expense and the listing expenses for the company going public.

PART II - REVIEW OF FINANCIAL RESULTS

FINANCIAL RESULTS

For the three months ended January 31, 2025, operating expenses were $2.7 million compared to $484,491 for the three months ended January 31, 2024.
For the three months ended January 31, 2025, the Company recorded a net loss and other comprehensive loss of $5.1 million compared to $484,491 for the three months ended January 31, 2024. Net loss per share for the three months ended January 31, 2025, was $0.06 per share compared to $0.01 for the three months ended January 31, 2024.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

The increase in operating expenses and net loss and other comprehensive loss between January 31, 2025, and January 31, 2024, was primarily a result of an increase in share based compensation expense and listing expenses for going public.
For the three months ended January 31, 2025, the Company has assets of $11.3 million compared to $6.3 million for the year ended October 31, 2024. This was a result of the Company completing equity financings which increased its cash reserves and digital asset holdings.

OPERATING EXPENSES

A breakdown of the operating expenses is as follows:

Expenses	Three Months Ended January 31, 2025 $	Three Months Ended January 31, 2024 $
Professional Fees (i)	485,625	59,213
Advertising and Promotion	426,788	-
General and Administrative	131,769	22,118
Consulting Fees	466,192	113,186
Share Based Compensation (ii)	1,197,402	289,974
Total	2,707,776	484,491

(i) Primarily consisted of corporate legal and audit fees, and other business consulting expenses.
(ii) Value of options, RSUs, performance shares and advisor shares that vested during the period.

A breakdown of general and administrative expenses is as follows:

	Three Months Ended January 31, 2025 $	Three Months Ended January 31, 2024 $
Bank Charges	5,562	453
Domain Expense	305	-
Dues and Subscriptions	2,410	2,818
Meals and Entertainment	1,088	297
Office Expenses	3,710	(1,700)
Insurance	87,750	20,250
Finders Fees	5,200	-
Listing Fees	22,771	-
Travel	2,973	-
Total	131,769	22,118

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

OTHER ITEMS INCLUDED IN NET INCOME ARE:

	Three Months Ended January 31, 2025 $	Three Months Ended January 31, 2024 $
Foreign Currency Gain / (Loss)	79,912	-
Listing Expense	(3,322,885)	-
Interest Income (i)	36,115	-

Other Comprehensive Income & Loss

Unrealized gain on digital assets	830,301	-

PART III – FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 2025, the Company had a working capital balance of $3.0 million (October 31, 2024 - $4.1 million), and shareholders' equity, attributable to the owners of the Company, of $11.2 million (October 31, 2024 - $6.2 million). The Company currently anticipates having sufficient cash and cash equivalents to meet its current operating and administrative costs for the next 12 months.

The following summarizes and explains the Company's cash flow activities:

	Three Months Ended January 31, 2025 $	Three Months Ended January 31, 2024 $
Net cash provided by (used in)
Operating activities	(1,855,016)	(215,252)
Investing activities	295,967	-
Increase (decrease) in cash	(1,559,049)	(215,252)

The Company has no capital commitments as at the date of this report.

Off-Balance Sheet Arrangements

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

Financial Instruments and Business Risks

The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to this risk mainly with respect to ensuring the sufficiency of funds for working capital and commitments. The Company monitors the maturity dates of existing accounts payable and accrued liabilities, loans payable, and commitments to mitigate this risk. The Company manages company-wide cash projections centrally and regularly updates projections for changes in business and fluctuations. The Company's financial liabilities are comprised of accounts payable and accrued liabilities. As at January 31, 2025, accounts payable and accrued liabilities of $126,272 (October 31, 2024 - $82,210) and are expected to mature within one year.

Fair Value Risk

Due to their short-term nature, the carrying value of cash and accounts payable approximate their fair value.

Executive Compensation

Related Party Transactions

During the three months ended January 31, 2025, the Company paid $149,160 (three months ended January 31, 2024 - $84,750) in consulting fees to TDK Cash Flow Ltd. and Hillcrest Merchant Partners Inc. for:

a) Business operations support;
b) HR services;
c) Bookkeeping services;
d) Corporate secretarial services; and
e) Financial advisory services.

These services were incurred in the normal course of operations.

Consulting fees paid to key management personnel for the three months ended January 31, 2025 totaled $318,664 (three months ended January 31, 2024 – $97,895). For the three months ended January 31, 2025, consulting fees included an annual bonus for the calendar year ended December 31, 2024. Share based payments to key management personnel and the Board of Directors of the Company for the three months ended January 31, 2025, were valued using the Black-Scholes valuation model to be $246,067 (three months ended January 31, 2024 – $119,498) and this is included in share based compensation. Key management personnel is comprised of the Company's Chief Executive Officer ("CEO").

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

Capital Management

The Company's objective when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders. The Company considers the items included in shareholders' equity as capital. The Company manages the capital structure and makes adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets. The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the operation of the Company. To secure the additional capital necessary to pursue these plans, the Company intends to raise additional funds through equity or debt financing. The Company is not subject to any external capital requirements imposed by a regulator.

Outstanding securities as at January 31, 2025:

Common Shares	92,360,319
Convertible securities
Stock options	13,125,434
Restricted share units	150,000
Performance share units	3,000,000
Advisor shares	4,500,000
Fully diluted shares	113,135,753

Outstanding securities as at March 28, 2025:

Common Shares	92,360,319
Convertible securities
Stock options	13,125,434
Restricted share units	150,000
Performance share units	3,000,000
Advisor shares	4,500,000
Fully diluted shares	113,135,753

PART III - RISKS

RISKS AND UNCERTAINTIES

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Matador Technologies Inc.

Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

The market for our common shares may be limited, which could result in reduced liquidity and increased price volatility. As a result, investors may be unable to sell their shares at desired times or prices. A lack of active trading volume may contribute to significant fluctuations in the market price of our securities, unrelated to our actual operating performance or financial condition. Factors such as market perception, macroeconomic conditions, industry developments, and limited analyst coverage can amplify these price movements. Furthermore, broader market volatility or events impacting investor confidence may further depress our share price, increase our cost of capital, and reduce our ability to raise additional funds through equity financings. Any of these factors could materially and adversely affect the value of an investment in our securities.

PART VI – ACCOUNTING POLICIES, CRITICAL ACCOUNTING ESTIMATES AND INTERNAL CONTROLS

Critical Accounting Estimates and Accounting Policies

Estimates

Matador Technologies Inc.
Interim Management's Discussion & Analysis - Quarterly Highlights
Three Months Ended January 31, 2025
Discussion dated: March 28, 2025

PART VII - DISCLOSURE OF INTERNAL CONTROLS

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that (i) the unaudited condensed interim consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the unaudited condensed interim consolidated financial statements; and (ii) the unaudited condensed interim consolidated financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate filed by the Company does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:

i. controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii. a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of unaudited condensed interim consolidated financial statements for external purposes in accordance with the issuer's generally accepted accounting principles (IFRS).

The Company's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in such certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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4905-1199-1107.15

SCHEDULE "B"

Financial statements of Matador Technologies Inc.

B-1

MATADOR

MATADOR GOLD TECHNOLOGIES INC.

FINANCIAL STATEMENTS FOR THE YEARS ENDED

OCTOBER 31, 2024 AND OCTOBER 31, 2023 (EXPRESSED IN

CANADIAN DOLLARS, UNLESS STATED OTHERWISE)

KINGSTON

ROSS

PASNAK LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Suite 1500, 9888 Jasper Avenue NW

Edmonton, Alberta T5J 5C6

T. 780.424.3000 | F. 780.429.4817 | W. krpgroup.com

INDEPENDENT AUDITOR'S REPORT

February 26, 2025

Edmonton, Alberta

To the Shareholders of Matador Gold Technologies Inc.

Opinion

We have audited the financial statements of Matador Gold Technologies Inc. (the Company), which comprise the statement of financial position as at October 31, 2024 and 2023, and the statements of operations and comprehensive loss, cash flows, and changes in equity for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2024 and 2023 and the financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Relating to Going Concern

We draw your attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss and negative cash flows from operations during the year ended October 31, 2024. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor's report thereon, which includes Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

(continues)

Independent Auditor's Report to the Shareholders of Matador Gold Technologies Inc. (continued)

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

(continues)

Independent Auditor's Report to the Shareholders of Matador Gold Technologies Inc. (continued)

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Kingston Ross Pasnak LLP
Kingston Ross Pasnak LLP
Chartered Professional Accountants

Matador Gold Technologies Inc.

Statement of Financial Position

(Expressed in Canadian Dollars, Unless Stated Otherwise)

	Note Ref	As at October 31, 2024	As at October 31, 2023
Assets
Current Assets
Cash and Cash Equivalents		3,911,102	2,258,485
Term Deposits	2	48,608	46,660
Precious Metals	4	95,466	94,776
Prepaid Expenses		85,385	66,953
Total Current Assets		4,140,561	2,466,874
Non-Current Assets
Digital Assets	3	2,172,432	-
Total Assets		6,312,993	2,466,874
Liabilities and Equity
Liabilities
Current Liabilities
Accounts Payable and Accrued Liabilities		82,210	54,450
Total Liabilities		82,210	54,450
Shareholders Equity
Share Capital	5	13,420,922	7,760,901
Contributed Surplus	6	3,775,505	1,180,429
Accumulated Other Comprehensive Income		58,237	-
Accumulated Deficit		(11,023,881)	(6,528,906)
Total Equity		6,230,783	2,412,424
Total Liabilities and Equity		6,312,993	2,466,874

See accompanying Notes to the Financial Statements.

Approved on behalf of the Board:

"Deven Soni", Director

"Richard Murphy", Director

Matador Gold Technologies Inc.

Statement of Operations and Comprehensive Loss

(Expressed in Canadian Dollars, Unless Stated Otherwise)

	Note Ref	Year Ended
		October 31, 2024	October 31, 2023
EXPENSES
Professional Fees		426,455	449,714
Advertising and Promotion		49,826	143,339
General and Administrative		217,014	68,959
Consulting Fees		454,807	935,099
Travel		22,951	25,707
Write (up) / down on Precious Metals	4	(690)	690
Exchange (Gain) or Loss		(70,284)	567
Share Based Compensation	5,6	2,229,047	805,809
Total Expenses		3,329,126	2,429,884
Operating Loss		3,329,126	2,429,884
Impairment Loss	3	(1,221,997)	-
Income Tax Expense	11	-	-
Interest Income		56,148	108,120
Total Net Loss		(4,494,975)	(2,321,764)
Other Comprehensive Income & Loss
Revaluation Gain on Digital Assets	3	58,237	-
Total Net Loss & Other Comprehensive Loss		(4,436,738)	(2,321,764)
Basic and Diluted Loss Per Share		(0.07)	(0.04)

See accompanying Notes to the Financial Statements.

Matador Gold Technologies Inc.

Statement of Cash Flows

(Expressed in Canadian Dollars, Unless Stated Otherwise)

	Note Ref	Year Ended
		October 31, 2024	October 31, 2023
OPERATING ACTIVITIES
Net Loss		(4,494,975)	(2,321,764)
Items Not Affecting Cash
Share Based Compensation	5,6	2,229,047	805,809
Impairment on Digital Assets	3	1,221,997
Unrealized Foreign Exchange Gain		(52,784)
Write (Up) / Down on Precious Metals Held	4	(690)	690
Accrued Interest		(1,949)	(1,456)
Change in Non-Cash Working Capital
Precious Metals Purchased	4	-	(95,466)
Prepaid Expenses		(18,432)	(66,954)
Accounts Payable and Accrued Liabilities		27,761	(4,835)
Total Adjustments to reconcile Net Income to Net Cash provided by operations:		3,404,950	637,788
Net cash used in operating activities		(1,090,025)	(1,683,976)
FINANCING ACTIVITIES
Proceeds From Share Issuances (Net of Issuance Costs)	5	1,512,613	-
Proceeds From Share Issuances Not Yet Completed (Net of Issuance Costs)	5	1,230,029	-
Net cash provided by financing activities		2,742,642	-
Effect of exchange rate differences on cash and cash equivalents		-	-
Net cash increase for period		1,652,617	(1,683,976)
Cash and Cash Equivalents at the Beginning of Period		2,258,485	3,942,461
Cash and Cash Equivalents at End of Period		3,911,102	2,258,485
Supplemental cash flow information - non-cash transactions
Digital Asset's received in exchange for Share Issuances		3,283,408	-

See accompanying Notes to the Financial Statements.

Matador Gold Technologies Inc.

Statement of Changes in Equity For Year Ended October 31, 2024

(Expressed in Canadian Dollars, Unless Stated Otherwise, except for share information)

	Note Ref	Shares	Share Capital	Contributed Surplus	Accumulated Other Comprehensi ve Income	Accumulated Deficit	Total Equity
Balance as at October 31, 2022		60,021,100	7,609,651	525,870	-	(4,207,142)	3,928,379
Share Based Compensation Option Issuance	6	-	-	535,720	-	-	535,720
Share Based Compensation RSU Issuance	6	-	-	168,642	-	-	168,642
RSUs Vested and Issued	5,6	280,000	120,000	(120,000)	-
Share Based Compensation Performance Shares	6	-	-	101,447	-	-	101,447
Performance Shares Vested and Issued	5,6	-	31,250	(31,250)	-	-
Total Loss and Comprehensive Loss		-	-	-	-	(2,321,764)	(2,321,764)
Balance as at October 31, 2023		60,301,100	7,760,901	1,180,429	-	(6,528,906)	2,412,424
Share Based Compensation Option Issuance	6	-	-	552,715	-	-	552,715
Share Based Compensation RSU Issuance	6	-	-	102,708	-	-	102,708
RSUs Vested and Issued	5,6	273,000	126,500	(126,500)	-	-	-
Share Based Compensation Performance Shares	6	-	-	240,102	-	-	240,102
PSUs Vested and Issued	5,6	-	237,500	(237,500)	-	-	-
Share Based Compensation Advisory Shares	6	-	-	1,333,522	-	-	1,333,522
Advisory Shares Vested and Issued	5,6	1,000,000	500,000	(500,000)	-	-	-
Shares Issued in Private Placements (Net of Issuance Costs)	5	9,592,041	4,796,021	-	-	-	4,796,021
Proceeds Received in Connection with Concurrent Financing	5	-	-	1,230,029	-	-	1,230,029
Total Net Loss & Other Comprehensive Loss		-	-	-	58,237	(4,494,975)	(4,436,738)
Balance as at October 31, 2024		71,166,141	13,420,922	3,775,505	58,237	(11,023,881)	6,230,783

See accompanying Notes to the Financial Statements.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

1) Nature of operations

Matador Gold Technologies Inc. ("Matador", "our", "we", "us" or the "Company") was incorporated on November 29, 2021, under the laws of the Province of Ontario. The principal office of the Company is located at 40 King Street West, Suite 2400, Toronto, ON M5H 3Y2.

Matador is a technology company that develops an application that lets users in Canada buy and sell precious metals directly from a mobile phone. Our platform also allows customers to arrange for the purchase, sale and storage of precious metals. As of October 31, 2024, the application is finalized, and the Company anticipates launching its application in 2025. Matador also continues to explore innovative ways to integrate the blockchain and digital art to incentivize younger buyers to become interested in the gold market – including the use of Bitcoin Ordinals and digital art. Beyond gold, Matador’s product vision extends to Layer 2 solutions, NFTs, and a broader range of digitized Real World Asset’s (RWA’s) on the Bitcoin blockchain.

The Company has incurred losses and negative cash flows from operations from inception that has primarily been funded through financing activities. The Company will need to raise additional capital during the next twelve months and beyond to support current operations and planned development. These factors indicate the existence of a material uncertainty that may cast significant doubt as to the Company’s ability to continue as a going concern.

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitment in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities and commitment as a going concern in the normal course of operations. Such adjustments could be material.

2) Material Accounting Policy Information

Basis of Presentation

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). Accounting policies are consistently applied to all periods presented.

These financial statements were approved for issuance by the Board of Directors on February 26, 2025.

Critical Accounting Estimates and Judgements

The preparation of these financial statements in conformity with IFRS requires management to make estimates and judgements that affect the applications of accounting policies regarding certain types of assets, liabilities, revenues, and expenses in the preparation of these financial statements. Estimates and judgements are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. These estimates and assumptions are based on management’s historical experience, best knowledge of current events and conditions and activities that the Company may undertake in the future. The actual results could differ materially from these estimates.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Judgements

Going Concern: The assumption that Matador will be able to continue as a going concern is subject to critical judgements by management with respect to assumptions surrounding the short and long-term operating budget, including the volatility of gold and digital asset prices, expected profitability, investing and financing activities, and management's strategic planning. Should those judgements prove to be inaccurate, management's continued use of the going concern assumption could be inappropriate.

Income taxes: Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on its current understanding of Canadian tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including related interest and penalties. There is uncertainty regarding the taxation of digital assets, and the Canada Revenue Agency may assess the Company differently from the position adopted.

Assessment of indicators of impairment: Satoshis are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the determination of carrying values and impairment charges, management evaluates fair value based on market conditions, historical trends, and other relevant information. These determinations require significant judgement and assumptions about the future cash flows and discount rates applied.

Recoverability of gold and digital assets held with a custodian: The Company holds gold, Bitcoin, and Satoshis with a third-party custodian. The recoverability of these assets has been determined by management based on information available regarding the custodian's financial standing, security protocols, and legal obligations. Any material adverse changes in the custodian's status could impact the valuation and recoverability of these assets.

Estimates

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Revenue Recognition

The Company has no operating revenues for the 2024 fiscal year. However, the Company anticipates generating revenue in the 2025 fiscal year. Revenue recognition will be in accordance with IFRS 15, Revenue from Contracts with Customers, which requires the recognition of revenue when control of goods or services is transferred to the customer, based on the following five-step model:

Identify the contract with a customer
Identify the performance obligations in the contract
Determine the transaction price
Allocate the transaction price to the performance obligations
Recognize revenue when (or as) the performance obligations are satisfied

The Company expects to generate revenue primarily from the sale of gold from its application. Interest revenue is recognized based upon the amounts to which the Company is contractually entitled.

Cash and Cash Equivalents

This category consists of cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash within ninety days of purchase.

Term Deposits

Term deposits are classified as financial assets measured at amortized cost, and the cash flows consist solely of payments of principal and interest.

For the year ended October 31, 2023, term deposits include two non-redeemable guaranteed investment certificates (“GIC”). The first GIC was issued May 10, 2023, with a 1-year maturity, a principal of $5,140 GICs and a fixed annual interest rate of 3.65%. The second GIC was issued August 11, 2023, with a 1-year maturity, a principal of $41,060 GICs and an annual fixed interest rate of 3.90%.

For the year ended October 31, 2024, term deposits include two non-redeemable guaranteed investment certificates (“GIC”). The first GIC was issued May 10, 2024, with a 1-year maturity, a principal of $5,328 GICs and a fixed annual interest rate of 4.50%. The second GIC was issued August 12, 2024, with a 1-year maturity, a principal of $42,670 GICs and an annual fixed interest rate of 4.75%.

Digital Assets

Digital assets consist of cryptocurrency-denominated assets such as Bitcoin, as well as other Bitcoin Ordinal Assets such as Legacy Satoshis and Uncommon Satoshis. These assets are treated as long-term assets on the balance sheet. Digital assets meet the definition of intangible assets under IAS 38 Intangible Assets, as they are identifiable non-monetary assets without physical substance.

Digital assets are initially recorded at cost. The subsequent measurement of digital assets depends on their classification:

Bitcoin is measured using the revaluation method, as an active market exists to reliably determine its fair value. Under this method, increases in fair value are recorded in other comprehensive income, while decreases are recorded in the statement of loss. There is no recycling of gains from other comprehensive income in the statements of loss and comprehensive loss, except to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in the statements of loss and comprehensive loss.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Legacy Satoshis and Uncommon Satoshis are measured using the cost method, due to the lack of an active market available to reliably determine their fair value. Under this method, digital assets are carried at their initial purchase cost, less any accumulated impairment losses. There is no amortization included as the satoshis have an indefinite life. If there is an indication of impairment, the carrying amount is assessed against the recoverable amount, with any resulting impairment loss recognized in the statement of loss and comprehensive loss.

The fair value of Bitcoin is determined by taking the last closing price for the day in Eastern Standard Time from www.blockchain.com.

The Company assesses impairment for its holdings of satoshis at each reporting period in accordance with IFRS standards. Given that satoshis are a form of cryptocurrency and are not considered cash or cash equivalents under IFRS, they are accounted for as intangible assets with an indefinite useful life under IAS 38 – Intangible Assets. Impairment is assessed by determining management’s best estimate of the satoshis value at the reporting date. The satoshis value is estimated based on observable market data, which includes:

Historical Trading Activity: Analysis of past transactions and trends in market pricing.
Market Depth: Examination of order books on exchanges to assess liquidity and price stability.
Liquidity Discount: A discount applied to account for the potential impact of liquidating a significant position within the market.

If the estimated recoverable amount of satoshis falls below their carrying amount (cost basis), an impairment loss is recognized in the statement of profit or loss in accordance with IAS 36 – Impairment of Assets. The impairment loss is measured as the difference between the carrying amount and the recoverable amount. Once an impairment loss has been recorded, it can be reversed in subsequent periods up to the original cost basis, as per the requirements for intangible assets under IFRS. The Company continuously monitors the market conditions for satoshis and reassesses impairment at each reporting period based on updated market data and liquidity considerations.

Precious Metals

The Company purchases and holds gold as precious metals and treats it as a current asset on the balance sheet. The initial recognition of the precious metals is at cost, which includes the purchase price and any directly attributable costs of bringing it to its existing location and condition, such as transportation costs. Upon initial recognition, the precious metals are measured at cost. Subsequently, at the end of each reporting period, it is measured at the lower of cost and net realizable value (NRV), in compliance with IAS 2, Inventories. The cost of the precious metals is determined on a weighted average cost basis.

Net realizable value represents the estimated selling price for inventories less all estimated costs of disposal. The precious metals is derecognized from the balance sheet when it is sold or disposed. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs.

Financial Instruments

a) Classification of financial assets

Financial assets are classified and measured based on the three categories: amortized cost, fair value through other comprehensive income (“FVTOCI”) and fair value through profit and loss (“FVTPL”).

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

b) Classification of financial liabilities

Financial liabilities are classified and measured in two categories: amortized cost or FVTPL. Under IFRS 9, derivatives embedded in contracts where the host is a financial asset in the scope of the standard are not separated, but the hybrid financial instrument as a whole is assessed for classification.

The following table summarizes the classification of the financial instruments under IFRS 9:

Classification	Amortized cost	Amortized cost
Cash and cash equivalents
Term deposits
Accounts payable and accrued liabilities

Measurement of Financial Instruments

On initial recognition, a financial asset is classified as measured at amortized cost, FVTPL, or FVTOCI. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. The Company recognizes goods and services tax receivable initially when they are originated. All other financial assets are initially recognized when the Company becomes a party to the contractual provisions of the instrument. All other financial assets are initially measured at fair value plus, for items not classified as FVTPL, transaction costs that are directly attributable to its acquisition.

Subsequent to initial recognition, FVTPL financial assets are measured at fair value with a change in fair value recognized in profit and loss. Financial assets classified as amortized cost are measured at cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit of loss. Any gain or loss on derecognition is recognized in profit or loss.

All financial liabilities are initially recorded at amortized cost. All other financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. The Company's financial liabilities include accounts payable and accrued liabilities.

Impairment of Financial Assets

For financial assets carried at amortized cost, the Company recognizes loss allowances for expected credit losses ("ECLs"). ECLs are a probability-weighted estimate of credit losses. The Company applies a three-stage approach to measure ECLs. The Company measures loss allowance at an amount equal to twelve months of expected losses if the credit risk at the reporting date has not increased significantly since initial recognition (Stage 1) and at an amount equal to lifetime expected losses if there is a significant increase in credit risk since origination (Stage 2) and at an amount equal to lifetime expected losses which are credit impaired (Stage 3).

The Company considers a significant increase in credit risk to have occurred if contractual payments are more than 30 days past due and considers the financial assets carried at amortized cost to be in default if they are 90 days past due. A significant increase in credit risk or default may have also occurred if there are other qualitative factors (including forward looking information) to consider; such as borrower specific information (i.e. change in credit assessment). Such factors include consideration relating to whether the counterparty is experiencing significant financial difficulty, there is a breach of contract, concessions are granted to the counterparty that would not normally be granted, or it is probable the counterparty will enter into bankruptcy or a financial reorganization.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Significant increases in credit risk are assessed based on changes in probability of default of a financial asset subsequent to initial recognition. The Company uses past due information to determine whether credit risk has increased significantly since initial recognition. Financial assets are considered to have experienced a significant increase in credit risk and are reclassified to Stage 2 if a contractual payment is more than 30 days past due as at the reporting date.

The Company defines default as the earlier of when a contractual payment is more than 90 days past due or when a loan becomes insolvent as a result of customer bankruptcy. Financial assets that have experienced a default event are considered to be credit impaired and are reclassified as Stage 3 loans.

The Company writes off an impaired financial asset, either partially or in full, when there is no realistic prospect of recovery. Where financial assets are secured, write-off is after the expected receipts from the realization of collateral.

Share Based Compensation

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions.

The fair value determined at the grant date of the equity-settled share-based payments, using the Black-Scholes option pricing model and is expensed on a straight-line basis over the vesting period, based on the estimate of the number of equity instruments that will eventually vest. At each reporting date, the Company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured initially at the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.

Net Loss Per Share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the income or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted loss per share is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, and for the effects of all dilutive potential common shares.

Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at exchange amount.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Share Capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects. For unit offerings, the proceeds from the issuance of units are allocated between common shares and share purchase warrants using the residual method, allocating fair value to the common shares first, and then to the share purchase warrants.

Foreign Exchange

Foreign currency transactions are translated into the functional currency of the Corporation, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at period-end exchange rates are recognized in profit or loss.

Non-monetary items are not retranslated at the period-end. They are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

Income Taxes

Income tax expense (benefit) comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognized for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, temporary differences related to investments in subsidiaries and associates to the extent that it is probable that they will not reverse in the foreseeable future, and taxable temporary differences arising on the initial recognition of goodwill. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

New Accounting Standards and Interpretations Not Yet Effective

The following new standards, amendments and interpretations have been issued but are not effective for the fiscal period ending October 31, 2024, and, accordingly, have not been applied in preparing these financial statements.

Amendments to IAS 21 – Lack of Exchangeability

The amendments to IAS 21 will help an entity determine whether a currency is exchangeable into another currency and requirements the entity would apply when it is not. The amendments also require the disclosure of additional information when a currency is not considered exchangeable. The amendments are applied prospectively for annual periods beginning on or after 1 January 2025, with early application permitted. No significant impact to the Company's financial statements is expected.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Implementation of IFRS 18 – Presentation and Disclosure of Financial Statements

The introduction of IFRS 18 will help to achieve comparability of the financial performance of similar entities. The new disclosures required for some management-defined performance measures will also enhance transparency. The new standards are applied retrospectively for annual periods beginning on or after January 1st, 2027, with early adoption permitted. The Company is currently assessing the expected impact of this standard.

Implementation of IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information - and IFRS S2 – Climate-related Disclosures

In June 2023 the International Sustainability Standards Board (the "ISSB") issued IFRS S1 General Requirements for disclosure of Sustainability-related Financial Information for Disclosure of Sustainability-related Financial Information ("IFRS S1"), proposing general requirements for an entity to disclose sustainability-related financial information about its sustainability-related risks and opportunities. The objective of IFRS S1 is to require an entity to disclose information about its sustainability related risks and opportunities that is useful to users of general purpose financial reports in making decisions relating to providing resources to the entity. IFRS S1 is effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted as long as IFRS S2 climate related disclosures is also applied. The Company is currently assessing the expected impact of this standard.

In June 2023 the ISSB issued IFRS S2 Climate-Related Disclosures to integrate and build on the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) and incorporating industry-based disclosure requirements derived from Sustainability Accounting Standards Board (SASB) Standards. The objective of IFRS S2 is to require an entity to disclose information about its climate related risks and opportunities that is useful to users of general purpose financial reports and making decisions relating to providing resource is to the entity. IFRS S2 is effective for annual reporting periods beginning on or after January 1st, 2024, with earlier application permitted as long as IFRS S1 is also applied. The Company is currently assessing the expected impact of this standard.

3) Digital Assets

On April 23, 2024, the Company received a strategic investment from UTXO Management, LLC ("UTXO"), a Bitcoin venture capital firm. The strategic investment was in the form of Bitcoin, Legacy Satoshis, and Uncommon Satoshis totaling $3,000,000. The Legacy and Uncommon Satoshis were transferred at fair value, which at the time of the investment was $437 per Legacy Satoshi and $106 per Uncommon Satoshi. The Company also received 2.6 bitcoin ($209,878) as part of the private placement which closed on July 23, 2024, and 3.4 bitcoin ($344,941) as part of the private placement which closed on December 5, 2024.

	Bitcoin
	Quantity	Fair Value
Balance as at October 31, 2023	-	-
Bitcoin (i)	8	773,105
Revaluation Gain		58,237
Balance as at October 31, 2024	8	831,342

(i) The Company's Bitcoin was received at an average cost of $91,122.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

	Legacy Satoshis		Uncommon Satoshis		Total Satoshis
	Quantity	Cost	Quantity	Cost	Quantity	Cost
Balance as at October 31, 2023	-	-	-	-
Satoshis	5,000	2,456,656	1,000	106,431	6,000	2,563,087
Impairment Loss		(1,174,193)		(47,804)		(1,221,997)
Balance as at October 31, 2024	5,000	1,282,463	1,000	58,627	6,000	1,341,090

(i) The cost for the satoshis was based on the fair value of the shares issued in consideration.

4) Precious Metals

Precious Metals consists of bullion gold bars owned and held by the Company.

	October 31, 2024		October 31, 2023
	Quantity (ounces)	Value	Quantity (ounces)	Value
Precious Metals Opening Balance	35	94,776	35	95,466
Write Up / (Down) to Net Realizable Value	-	690		(690)
Total Precious Metals	35	95,466	35	94,776

5) Share Capital

The Company has an unlimited number of shares authorized with no par value. The shares are voting shares and contain certain transfer restrictions.

	Number of Shares Issued and Outstanding	Restricted Performance Shares Issued and Outstanding (ix)	Total Shares Issued and Outstanding
Balance as at October 31, 2022	58,946,100	-	58,946,100
Share Based Compensation Option Issuance	-	-	-
Share Based Compensation RSU Issuance (i)	280,000	-	280,000
Share Based Compensation Performance Shares (ii)	125,000	950,000	1,075,000
Balance as at October 31, 2023	59,351,100	950,000	60,301,100
RSUs Vested and Issued (iii)	273,000	-	273,000
PSUs Vested (ix)	950,000	(950,000)	-
Advisor Shares Vested and Issued (iv)	1,000,000	-	1,000,000
Shares Issued in Private Placements (v, vi, vii, viii)	9,592,041	-	9,592,041
Balance as at October 31, 2024	71,166,141	-	71,166,141

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

(i) As at October 31, 2023, the Company had 280,000 RSUs that vested at a price of $0.25 per share.
(ii) As at October 31, 2023, the Company had 125,000 Performance Shares that were granted as certain milestones were achieved by the Company’s consultants at a price of $0.25 per share.
(iii) As at October 31, 2024, the Company had 273,000 RSUs that vested at a price of $0.50 per share.
(iv) As at October 31, 2024, the Company had 1,000,000 Advisor Shares that vested at a price of $0.50 per share.
(v) On April 23, 2024, the Company completed a non-brokered private placement under which a total of 6,000,000 Common Shares were sold at a price of $0.50 CAD per Common Share for aggregate gross proceeds to the Company of $3 million. Gross proceeds where in the form of Bitcoin, Legacy Satoshis, and Uncommon Satoshis (Note 3).
(vi) On July 23, 2024, the Company completed a non-brokered private placement under which a total of 3,250,037 Common Shares were sold at a price of $0.50 CAD per Common Share for aggregate gross proceeds to the Company of $1.6 million.
(vii) On August 16, 2024, the Company completed a non-brokered private placement under which a total of 342,004 Common Shares were sold at a price of $0.50 CAD per Common Share for aggregate gross proceeds to the Company of $171,002.
(viii) On August 20, 2024, Matador commenced a concurrent financing in connection with its planned go-public transaction, to raise a minimum of $3,500,000 and a maximum of $4,500,000 gross proceeds by issuing shares at $0.50 per share. The cash proceeds were received prior to year end and after year end, however shares were not issued until the closing of the financing on December 5, 2024. Prior to October 31, 2024, the Company raised gross proceeds of $1,230,029. Subsequently, on December 5, 2024, Matador completed the financing and issued 12,446,822 shares, representing the full amount of shares issued in connection with the concurrent financing. Matador raised gross proceeds of $1,230,029 before year end and $4,993,382 after year end, for a total amount of $6,223,411 raised. A portion of the financing proceeds was recognized in contributed surplus ($1,230,029) in the year ended October 31, 2024.
(ix) During the year ended October 31, 2024, the performance conditions for 950,000 performance conditions were waived.

6) Stock Based Compensation

Compensation expense recognized consists of stock based compensation offered to key employees.

	Year Ended
	October 31, 2024	October 31, 2023
Share based Options	552,715	535,720
Share based RSUs	102,708	168,642
Share based Performance Shares	240,102	101,447
Share based Advisor Shares	1,333,522	-
Share based Compensation Expense	2,229,047	805,809

a) Stock Options

The Company’s Long-Term Incentive Plan (the “LTIP”) adopted in November 2021, provides that stock options may be granted to directors, senior officers, employees and consultants of the Company or any of its affiliates and employees of management companies engaged by the Company. The term and vesting period for options granted under the LTIP are determined by the Company's Board.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

During the year ended October 31, 2023, the Company experienced changes in market conditions, observed decreases in valuation multiples, and recognized the importance of maintaining a competitive and motivating equity incentive program. As a result, the exercise price of certain stock options granted to employees was adjusted from $0.50 per share to $0.25 per share (the "Modification"). The decision to modify the exercise price was multifaceted. Firstly, the Company responded to prevailing market conditions and a decrease in valuation multiples affecting the Company's industry. Additionally, the adjustment aimed to ensure that the stock options remain aligned with the Company's true value. Importantly, the modification was also motivated by the Company's commitment to fostering an environment of employee motivation and retention, recognizing the need to provide competitive and meaningful incentives in the current market landscape.

The following stock options were in existence as at October 31, 2023:

Option Series	Grant Date	Number of Options Granted	Expiry Date	Exercise Price	Fair Value at Grant Date Before Modification	Incremental Increase to Fair Value After Modification
1	30-Nov-21	2,510,100	01-Jan-27	$0.25	$0.19	$0.05
2	06-Jan-22	1,350,000	06-Jan-25	$0.25	$0.13	$0.05
3	11-Jan-22	1,350,000	10-Jan-26	$0.25	$0.17	$0.05
5	19-Jan-22	30,000	19-Jan-32	$0.25	$0.24	$0.03
6	01-Feb-22	160,000	01-Feb-32	$0.25	$0.24	$0.03
7	01-Oct-22	50,000	01-Oct-32	$0.25	$0.49	$0.03

All stock options were valued using the Black-Scholes pricing model. Where relevant, the expected life used in the model was adjusted based on management's best estimate for the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to the option), and behavioral considerations. Volatility is estimated based on the historical volatility of comparable companies to the Company over the year previous to the grant date, with an adjustment applied to reflect management's best estimate of future volatility, where appropriate.

Inputs into the model are as follows:

Before Modification

Option Series	Grant Date Share Price	Exercise Price	Volatility	Expected Life (years)
1	$0.50	$0.50	119.46%	5
2	$0.50	$0.50	104.78%	3
3	$0.50	$0.50	116.15%	4
5	$0.50	$0.50	135.02%	10
6	$0.50	$0.50	135.28%	10
7	$0.50	$0.50	137.77%	10

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

After Modification

| Option Series | Grant Date
Share Price
After Modification | Exercise Price | Volatility | Expected Life (years) |
| --- | --- | --- | --- | --- |
| 1 | $0.25 | $0.25 | 49.30% | 4 |
| 2 | $0.25 | $0.25 | 68.45% | 2 |
| 3 | $0.25 | $0.25 | 61.93% | 3 |
| 5 | $0.25 | $0.25 | 62.03% | 9 |
| 6 | $0.25 | $0.25 | 61.25% | 9 |
| 7 | $0.25 | $0.25 | 61.98% | 9 |

The following stock options were in existence as at October 31, 2024:

Option Series	Grant Date	Number of Options Granted	Expiry Date	Exercise Price	Fair Value at Grant Date
1	30-Nov-21	2,375,434	01-Jan-27	$0.25	$0.19
2	06-Jan-22	1,350,000	06-Jan-25	$0.25	$0.13
3	11-Jan-22	1,350,000	10-Jan-26	$0.25	$0.17
5	19-Jan-22	30,000	19-Jan-32	$0.25	$0.24
6	01-Feb-22	160,000	01-Feb-32	$0.25	$0.24
7	01-Oct-22	50,000	01-Oct-32	$0.25	$0.49
8	01-Aug-24	5,700,000	01-Aug-34	$0.50	$0.42

Stock options granted during the year ended October 31, 2024, were valued using the Black-Scholes pricing model. Where relevant, the expected life used in the model was adjusted based on management's best estimate for the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to the option), and behavioral considerations. Volatility is estimated based on the historical volatility of comparable companies to the Company over the year previous to the grant date, with an adjustment applied to reflect management's best estimate of future volatility, where appropriate.

Inputs into the model are as follows:

| Option Series | Grant Date
Share Price | Exercise Price | Volatility | Expected Life (years) | Grant Date | Expiry Date |
| --- | --- | --- | --- | --- | --- | --- |
| 1 | $0.25 | $0.25 | 49% | 3 | 30-Nov-21 | 01-Jan-27 |
| 2 | $0.25 | $0.25 | 68% | 1 | 06-Jan-22 | 06-Jan-25 |
| 3 | $0.25 | $0.25 | 62% | 2 | 11-Jan-22 | 10-Jan-26 |
| 5 | $0.25 | $0.25 | 62% | 8 | 19-Jan-22 | 19-Jan-32 |
| 6 | $0.25 | $0.25 | 61% | 8 | 01-Feb-22 | 01-Feb-32 |
| 7 | $0.25 | $0.25 | 62% | 8 | 01-Oct-22 | 01-Oct-32 |
| 8 | $0.50 | $0.50 | 85% | 10 | 01-Aug-24 | 01-Aug-34 |

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Below is a summary of the activity related to outstanding options as at October 31, 2024 and October 31, 2023:

| Expressed in Units | Year Ended
October 31, 2024 | Year Ended
October 31, 2023 |
| --- | --- | --- |
| Outstanding, beginning of period | 5,315,434 | 5,490,100 |
| Granted | 5,700,000 | - |
| Exercised | - | - |
| Forfeited and/or expired | - | (174,666) |
| Outstanding, end of period | 11,015,434 | 5,315,434 |
| Exercisable options | 4,208,570 | 2,499,202 |

b) Restricted Share Units (“RSU”)

The Company established a restricted stock unit plan (“RSU Plan”) in November 2021. The purpose of the RSU Plan is to secure for the Company and its shareholders the benefits of incentive inherent in share ownership by certain directors, officers, other key employees and consultants of the Company (“Participants”) who, in the judgement of the Board, will be responsible for its future growth and success. RSUs granted pursuant to this RSU Plan will be used to compensate Eligible Persons who have forgone salary to assist the Company in cash management in exchange for the grant of RSUs and incentive stock options under the Company's stock option plan. Each RSU gives the Participant the right to receive one common share of the Company. The aggregate number of common shares that may be reserved for issuance, at any time, under this Plan and under any other share compensation arrangement adopted by the Company, including the Company's incentive stock option plan, shall not exceed up to a maximum of 10% of the issued and outstanding Shares at the time of grant pursuant to awards granted under all share compensation plans. The term and vesting period for RSUs granted under the RSU Plan are determined by the Company's Board.

Details on the RSUs outstanding are as follows:

RSU Series	Grant Date	Number of RSUs Granted	Fair Value at Grant Date	Number of RSUs Outstanding
1	2022-03-07	160,000	$0.25	-
2	2022-05-26	300,000	$0.50	100,000
3	2022-08-03	300,000	$0.50	100,000
6	2022-12-12	99,000	$0.50	66,000

Below is a summary of the activity related to RSUs outstanding as at October 31, 2024 and October 31, 2023:

| Expressed in Units | Year Ended
October 31, 2024 | Year Ended
October 31, 2023 |
| --- | --- | --- |
| Outstanding, beginning of period | 539,000 | 720,000 |
| Granted | - | 99,000 |
| Exercised | (273,000) | (280,000) |
| Forfeited and/or expired | - | - |
| Outstanding, end of period | 266,000 | 539,000 |

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

c) Performance Shares

The purpose of Performance Shares is to secure for the Company and its shareholders the benefits of incentive inherent in share ownership by certain directors, officers, other key employees and consultants of the Company ("Participants") who, in the judgement of the Board, will be responsible for its future growth and success. Performance Shares granted will be used to compensate Eligible Persons who have forgone salary to assist the Company in cash management in exchange for the grant of Performance Shares. Performance Shares will be tied to certain Participant milestones and the term and vesting period for the Performance Shares are determined by the Company's Board. During the period ended October 31, 2024, the Company granted no Performance Shares nor did it issue any common shares upon certain employees achieving certain performance milestones. During the year ended October 31, 2023, the Company issued 125,000 common shares upon certain employees achieving certain performance milestones. Based on the total estimated vesting conditions the total share based compensation expense for the year ended October 31, 2023 is $101,447. During the year ended October 31, 2023, the Company granted 3,000,000 Performance Shares that had a fair value $0.25 per common share.

Below is a summary of the activity related to Performance Shares outstanding as at October 31, 2024 and October 31, 2023:

	Year Ended	Year Ended
Expressed in Units	October 31, 2024	October 31, 2023
Outstanding, beginning of period	3,950,000	1,075,000
Granted	-	3,000,000
Exercised (i) (ii)	(950,000)	(125,000)
Forfeited and/or expired	-	-
Outstanding, end of period	3,000,000	3,950,000

(i) On December 1, 2021, 650,000 Common Shares were issued to a consultant of the Company and the performance conditions were waived on July 31, 2024. 450,000 Performance Shares had their performance conditions met in previous years, while the remaining 200,000 Performance Shares had their performance conditions waived in the current year. 200,000 shares have been issued and $50,000 share based compensation has been recognized in the statement of operations and comprehensive loss.

(ii) On January 11, 2022, 1,500,000 Common Shares were issued to a consultant of the Company and the performance conditions were waived on July 31, 2024. 750,000 Performance Shares had their performance conditions met in previous years, while the remaining 750,000 Performance Shares had their performance conditions waived in the current year. 750,000 shares have been issued and $115,518 share based compensation has been recognized in the statement of operations and comprehensive loss.

d) Advisor Shares

The purpose of Advisor Shares is to secure for the Company and its shareholders the benefits of incentive inherent in share ownership by certain advisors of the Company ("Advisors") who, in the judgement of the Board, will be responsible for its future growth and success. Advisor Shares granted will be used to compensate Advisors who have forgone salary to assist the Company in exchange for the grant of Advisor Shares. Advisor Shares will be tied to a specific term and vesting period for the Advisor Shares are determined by the Company's Board. During the period ended October 31, 2024, the Company granted 6,000,000 Advisor Shares that had a fair value of $0.50 per common share. These Advisor Shares were granted on April 23, 2024, and vest on a quarterly basis. As of October 31, 2024, 1,000,000 Advisor Shares were issued. Based on the total estimated vesting conditions the total share based compensation expense for the year ended October 31, 2024 is 1,035,627 (October 31, 2023 – nil).

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

Below is a summary of the activity related to Advisor Shares outstanding as at October 31, 2024 and October 31, 2023:

| Expressed in Units | Year Ended
October 31, 2024 | Year Ended
October 31, 2023 |
| --- | --- | --- |
| Outstanding, beginning of period | - | - |
| Granted | 6,000,000 | - |
| Exercised | (1,000,000) | - |
| Forfeited and/or expired | - | - |
| Outstanding, end of period | 5,000,000 | - |

7) Related Party Transactions

TDK Cash Flow Ltd. and Hillcrest Merchant Partners Inc. are related parties of the Company. TDK Cash Flow Ltd. is a Co-Founder and shareholder of Matador. Hillcrest Merchant Partners Inc. is a Co-Founder and shareholder of Matador.

During the year ended October 31, 2024, the Company paid $339,000 (period ended October 31, 2023 – $374,030) in consulting fees to TDK Cash Flow Ltd. and Hillcrest Merchant Partners Inc. for:

a) Business operations support;
b) HR services;
c) Bookkeeping services;
d) Corporate secretarial services;
e) Financial advisory services.

These services were incurred in the normal course of operations.

8) Net Loss per Share

	Year Ended
	October 31, 2024	October 31, 2023
Net Loss	(4,494,975)	(2,321,764)
Weighted Average Number of Shares Outstanding	65,733,621	59,334,127
Basic and Diluted Loss Per Share	(0.07)	(0.04)

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

9) Financial Instruments and Risk Management

In common with all other businesses, the Company is exposed to risks arising from its use of financial instruments. This note describes the Company’s objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented below.

General Objectives, Policies and Processes

Management has overall responsibility for determining the Company’s risk management objectives and policies. While management retains ultimate responsibility, it has delegated the authority for designing and implementing processes that ensure effective risk management to the Company’s finance function.

The Company’s overall objective is to set policies that minimize risk as far as possible without unduly affecting competitiveness and flexibility. The Company has established risk management policies and procedures designed to reduce the potentially adverse effects of market volatility on operating results and financial position. Further details regarding these policies are set out below.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach is to ensure sufficient liquidity to meet operational, tax, capital, and regulatory requirements under both normal and stressed conditions. Cash flow projections are prepared and reviewed regularly to ensure continuity of funding. The Company’s financial liabilities consist of accounts payable and accrued liabilities, all of which are due within one year.

Fair Values of Financial Instruments and Digital Assets

IFRS 7 – Financial Instruments: Disclosures requires classification of financial instruments into a three-level hierarchy (“FV hierarchy”) based on the significance of the inputs used in making fair value measurements:

Level 1: Fair value is determined using quoted prices in active markets for identical assets or liabilities.
Level 2: Fair value is determined using inputs other than quoted prices that are observable, either directly or indirectly.
Level 3: Fair value is determined using inputs that are unobservable and significant to the overall fair value measurement.

As at October 31, 2024, the Company’s financial and digital assets are classified within the FV hierarchy as follows:

Financial Instrument / Digital Asset	Level 1	Level 2	Level 3
Digital Assets (Bitcoin)		X
Accounts Payable & Accrued Liabilities		X

$$X = \text{Classification within the FV hierarchy}$$

IFRS 7 - Financial Instruments: Disclosures requires disclosure of a three-level hierarchy (“FV hierarchy”) that reflects the significance of the inputs used in making fair value measurements and disclosures. Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities in Level 2 include those whose valuations are determined using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Level 3 valuations are those based on inputs that are unobservable and significant to the overall fair value measurement.

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

As at October 31, 2024, the Company’s financial instruments are comprised of cash and cash equivalents, term deposits and accounts payable and accrued liabilities. These are measured at amortized cost (excluding accounts payable and accrued liabilities, which are measured at fair value). During the year ended October 31, 2024, there were no transfers between levels of the fair value hierarchy. The carrying value of the accounts payable and accrued liabilities approximate their fair values due to their short-term nature.

Digital assets are measured at fair value in accordance with IFRS 13 – Fair Value Measurement, which defines fair value as the price at which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction at the measurement date.

The Company classifies its digital assets within the fair value hierarchy as follows:

Bitcoin – Level 2: The fair value of Bitcoin is determined using observable market inputs, such as aggregated exchange data from active markets, rather than a single quoted price.

If quoted prices are unavailable, fair value is estimated using valuation techniques that prioritize observable inputs while minimizing the use of unobservable data.

The fair value of these Digital Assets was determined as follows:

Bitcoin: determined by taking the last closing price for the day in eastern standard time from www.blockchain.com.

Digital assets are subject to significant market volatility. The value of digital assets can fluctuate widely over short periods due to various factors, including but not limited to changes in investor sentiment, regulatory developments, technological advancements, macroeconomic factors, and market supply and demand dynamics. Given this volatility, the fair value of digital assets may experience substantial changes between reporting periods. Such fluctuations can result in material gains or losses being recognized in the financial statements. The Company regularly monitors the market value of its digital asset holdings and adjusts their carrying value accordingly.

10) Capital Risk Management

The Company manages its capital with the following objectives:

a) to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities and pursuit of accretive acquisitions; and
b) to maximize shareholder return, through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company considers its capital to be equity, comprising share capital, options, RSUs, performance shares, advisor shares and retained earnings, which at October 31, 2024 totaled $6,230,783 (at October 31, 2023 – $2,412,424).

Matador Gold Technologies Inc.

Notes to Financial Statements For Year Ended October 31, 2024

(Expressed in Canadian Dollars)

11) Income Taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% to the effective tax rate is as follows:

	Year Ended
	October 31, 2024	October 31, 2023
Net Loss Before Income Tax Recovery	(4,494,975)	(2,321,764)
Expected Income Tax Recovery at Effective Tax Rate of 27%	(1,191,168)	(615,268)
Permanent Differences	146,600	174,834
Temporary Differences	323,829	-
Non-Capital Losses Carried Forward	720,739	440,433
Income Tax Expense	-	-

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences. As at October 31, 2024, the Company has $8,061,181 (at October 31, 2023 – $5,341,411) of non-capital loss carry forwards available to reduce taxable income for future years. These losses will expire between 2044.

	Year Ended
	October 31, 2024	October 31, 2023
Non-Capital Losses Carried Forward	2,136,213	1,415,474
Unrecognized Deferred Tax Asset	(2,444,609)	(1,415,474)
Digital Assets	308,396	-
Net Deferred Tax	-	-

12) Subsequent Events

MATADOR

Matador Technologies Inc.

Condensed Interim Consolidated Financial Statements

(Expressed in Canadian Dollars, Unless Otherwise Stated)

Three Months Ended January 31, 2025 and 2024

(Unaudited)

Matador Technologies Inc.

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

	As at January 31, 2025	As at October 31, 2024
Assets
Current assets
Cash and cash equivalents	$ 2,352,053	$ 3,911,102
Term Deposits	49,196	48,608
Precious Metals (Note 4)	223,691	95,466
Prepaid expenses	461,303	85,385
Total current assets	3,086,243	4,140,561
Non-current assets
Digital Assets (Note 3)	8,300,194	2,172,432
Total non-current assets	8,300,194	2,172,432
Total assets	$ 11,386,437	$ 6,312,993
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$ 126,272	$ 82,210
Total liabilities	126,272	82,210
Shareholders' Equity
Share capital (Note 5)	23,842,846	13,420,922
Contributed Surplus (Note 6)	3,467,296	3,775,505
Accumulated Other Comprehensive Income	888,531	58,237
Accumulated Deficit	(16,938,508)	(11,023,881)
Total equity	11,260,165	6,230,783
Total liabilities and equity	$ 11,386,437	$ 6,312,993

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Nature of operations and going concern (Note 1)

Approved by the Board of Directors:

"Deven Soni" Director

"Richard Murphy" Director

Matador Technologies Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

| | Three months ended
January 31, | |
| --- | --- | --- |
| | 2025 | 2024 |
| Expenses | | |
| Professional Fees | 485,625 | 59,213 |
| Advertising and Promotion | 426,788 | - |
| General and Administrative | 131,769 | 22,118 |
| Consulting Fees (Note 7) | 466,192 | 113,186 |
| Share Based Compensation (Notes 6 and 7) | 1,197,402 | 289,974 |
| Total Expenses | 2,707,776 | 484,491 |
| Operating Loss | (2,707,776) | (484,491) |
| Other income (expense) | | |
| Foreign Currency Gain / (Loss) | 79,912 | - |
| Listing expense | (3,322,885) | - |
| Interest Income | 36,115 | - |
| Net loss for the year | $ (5,914,634) | $ (484,491) |
| Other Comprehensive Loss | | |
| Unrealized gain on digital assets (Note 3) | $ 830,301 | $ - |
| Total Net Loss & Other Comprehensive Loss | $ (5,084,333) | $ (484,491) |
| Basic and Diluted Loss Per Share (Note 8) | | |
| Basic & Diluted Loss per Share | $ (0.06) | $ (0.01) |

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Matador Technologies Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

| | Three months ended
January 31, | |
| --- | --- | --- |
| | 2025 | 2024 |
| Cash (used in) provided by | | |
| Operating activities | | |
| Net loss for the period | $ (5,914,634) | $ (484,491) |
| Adjustments for non-cash items: | | |
| Share-based payments | 1,197,402 | 289,974 |
| Write (Up)/ Down on Precious Metals Held | - | 165 |
| Accrued interest | (588) | 2,017 |
| Listing expense | 3,322,885 | - |
| Changes in non-cash working capital: | | |
| Precious metals | (128,225) | - |
| Prepaid expenses | (375,918) | (47,796) |
| Accounts payable and accrued liabilities | 44,062 | 24,879 |
| Total cash used in operating activities | (1,855,016) | (215,252) |
| Investing activities | | |
| Shares issued in connection of qualifying transaction | 770,908 | - |
| Shares issued in private placement in connection with concurrent financing | 4,457,321 | - |
| Digital Assets purchased | (4,932,262) | - |
| Total cash provided by investing activities | 295,967 | - |
| Net decrease in cash and cash equivalents | (1,559,049) | (215,252) |
| Cash and cash equivalents, beginning of period | 3,911,102 | 2,112,968 |
| Cash and cash equivalents, end of period | $ 2,352,053 | $ 1,897,716 |
| Supplemental cash flow | | |
| Digital assets received as part of private placement | $ 344,941 | $ - |

Amounts paid for interest and received for taxes are included in cash flows from operating activities in the unaudited condensed interim consolidated statements of cash flows.

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Matador Technologies Inc.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

	Shares	Share Capital	Accumulated Comprehensive Surplus	Other Accumulated Income	Total Deficit	equity
Balance, October 31, 2023	60,301,100	$ 7,760,901	$ 1,180,429	$ -	$ (6,528,906)	$ 2,412,424
Share Based Compensation Option Issuance (Note 6)	-	-	552,715	-	-	552,715
Share Based Compensation RSU Issuance (Note 6)	-	-	102,708	-	-	102,708
RSU Vested and Issued (Notes 5,6)	273,000	126,500	(126,500)	-	-	-
Shares based Compensation Performance Shares (Notes 5,6)	-	-	240,102	-	-	240,102
PSUs Vested and Issued (Notes 5,6)	-	237,500	(237,500)	-	-	-
Share Based Compensation Advisory Shares (Note 6)	-	-	1,333,522	-	-	1,333,522
Advisory Shares Vested and Issued (Notes 5,6)	1,000,000	500,000	(500,000)	-	-	-
Shares Issued in Private Placements (Note 5)	9,592,041	4,796,021	-	-	-	4,796,021
Proceeds Received in Connection with Concurrent Financing (Note 5)	-	-	1,230,029	-	-	1,230,029
Net Loss for the Period	-	-	-	58,237	(4,494,975)	(4,436,738)
Balance, October 31, 2024	71,166,141	$13,420,922	$ 3,775,505	$ 58,237	$ (11,023,881)	$ 6,230,783
Share Based Compensation Option Issuance (Note 6)	-	-	732,154	-	-	732,154
Share Based Compensation RSU Issuance (Note 6)	-	-	19,076	-	-	19,076
RSU Vested and Issued (Notes 5,6)	-	25,000	(25,000)	-	-	-
Share Based Compensation Performance Shares (Notes 5,6)	-	-	48,935	-	-	48,935
Share Based Compensation Advisor Shares (Notes 6)	-	-	397,237	-	-	397,237
PSUs Vested and Issued (Notes 5,6)	500,000	250,000	(250,000)	-	-	-
Shares Issued in Connection of Qualifying Transaction (Note 5)	8,228,092	4,114,049	-	-	-	4,114,049
Shares Issued in Connection with Concurrent Financing (Net of Issuance Costs) (Note 5)	12,463,527	6,032,293	(1,230,029)	-	-	4,802,264
Shares Issued in Connection to Warrants	2,559	582	(582)	-	-	-
Net Loss for the Period	-	-	-	830,294	(5,914,627)	(5,084,333)
Balance, January 31, 2025	92,360,319	$23,842,846	$ 3,467,296	$ 888,531	$ (16,938,508)	$ 11,260,165

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

1. Nature of operations

Matador Technologies Inc. ("Matador", "our", "we", "us" or the "Company") was incorporated on November 29, 2021, under the laws of the Province of Ontario. The principal office of the Company is located at 40 King Street West, Suite 2400, Toronto, ON M5H 3Y2.

Matador is a technology company that develops applications on the Bitcoin network. It's first product will lets users in Canada buy and sell precious metals. Beyond gold, Matador's product vision extends to Layer 2 solutions, NFTs, and a broader range of digitized Real World Asset's (RWA's) on the Bitcoin blockchain.

2. Material Accounting Policy Information

(a) Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and in accordance with International Accounting Standard ("IAS") 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board. The unaudited interim condensed consolidated financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended October 31, 2024 and notes thereto. However, selected notes are included that are significant to understanding the Company's financial position and performance since the last annual financial statements.

These unaudited interim condensed financial statements were approved for issuance by Matador's Board of Directors on March 28, 2025, and are presented in Canadian dollars, which is Matador's functional currency.

(b) Basis of Consolidation

These unaudited condensed interim consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.

The subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor's returns.

The results of subsidiaries acquired or disposed of during the years presented are included in the consolidated statements of (loss) income from the effective date of control and up to the effective date of disposal or loss of control, as appropriate. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

2. Material Accounting Policy Information (continued)

(b) Basis of Consolidation (continued)

The following companies have been consolidated within the consolidated financial statements:

Company	Registered	Principal activity
Matador Technologies Inc.	Ontario, Canada	Blockchain technology development
Scaling Capital 1 Corp.(1)	Ontario, Canada	inactive

(1) 100% owned by Matador Technologies Inc.

(c) Critical accounting estimates and judgements

The preparation of these unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make estimates and judgements that affect the applications of accounting policies regarding certain types of assets, liabilities, revenues, and expenses in the preparation of these financial statements. Estimates and judgements are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. These estimates and assumptions are based on management's historical experience, best knowledge of current events and conditions and activities that the Company may undertake in the future. The actual results could differ materially from these estimates.

i) Judgements

Going Concern: The assumption that Matador will be able to continue as a going concern is subject to critical judgments by management with respect to assumptions surrounding the short and long-term operating budget, including the volatility of gold and digital asset prices, expected profitability, investing and financing activities, and management's strategic planning. Should those judgments prove to be inaccurate, management's continued use of the going concern assumption could be inappropriate.

Income taxes: Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on its current understanding of Canadian tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including related interest and penalties. There is uncertainty regarding the taxation of digital assets, and the Canada Revenue Agency may assess the Company differently from the position adopted.

Assessment of indicators of impairment: Satoshis are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the determination of carrying values and impairment charges, management evaluates fair value based on market conditions, historical trends, and other relevant information. These determinations require significant judgement and assumptions about the future cash flows and discount rates applied.

Recoverability of gold and digital assets held with a custodian: The Company holds gold, Bitcoin, and Satoshis with a third-party custodian. The recoverability of these assets has been determined by management based on information available regarding the custodian's financial standing, security protocols, and legal obligations. Any material adverse changes in the custodian's status could impact the valuation and recoverability of these assets.

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

2. Material Accounting Policy Information (continued)

(c) Critical accounting estimates and judgements (continued)

ii) Estimates

(d) New Accounting Standards and Interpretations Not Yet Effective

Amendments to IAS 21 – Lack of Exchangeability

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

2. Material Accounting Policy Information (continued)

(d) New Accounting Standards and Interpretations Not Yet Effective (continued)

Implementation of IFRS 18 – Presentation and Disclosure of Financial Statements

Implementation of CSDS 1 – General Requirements for Disclosure of Sustainability-related Financial Information - and CSDS 2 – Climate-related Disclosures

In December 2024 the Canadian Sustainability Disclosure Standards (the "CSDS") issued CSDS 1 General Requirements for disclosure of Sustainability-related Financial Information for Disclosure of Sustainability-related Financial Information ("CSDS 1"), proposing general requirements for an entity to disclose sustainability-related financial information about its sustainability-related risks and opportunities. The objective of CSDS S1 is to require an entity to disclose information about its sustainability related risks and opportunities that is useful to users of general purpose financial reports in making decisions relating to providing resources to the entity. CSDS S1 is effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted as long as CSDS S2 climate related disclosures is also applied. The Company is currently assessing the expected impact of this standard.

In December 2024 the CSDS issued CSDS 2 Climate-Related Disclosures to integrate and build on the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) and incorporating industry-based disclosure requirements derived from Sustainability Accounting Standards Board (SASB) Standards. The objective of CSDS S2 is to require an entity to disclose information about its climate related risks and opportunities that is useful to users of general purpose financial reports and making decisions relating to providing resource is to the entity. CSDS S2 is effective for annual reporting periods beginning on or after January 1st, 2024, with earlier application permitted as long as CSDS S1 is also applied. The Company is currently assessing the expected impact of this standard.

3. Digital Assets

	Bitcoin
	Quantity	Fair Value
Balance as at October 31, 2023	-	$ -
Purchase of Bitcoin (i)	8	$ 773,105
Revaluation Gain	-	58,237
Balance as at October 31, 2024	8	$ 831,342
Purchase of Bitcoin (ii)	38	$ 5,285,077
Revaluation Gain	-	830,301
Balance as at January 31, 2025	46	$ 6,946,720

Matador Technologies Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three months ended January 31, 2025 and 2024
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)

3. Digital Assets (continued)

(i) The Company's Bitcoin was received at an average cost of $91,122.
(ii) The Company's Bitcoin was received at an average cost of $139,081.

	Legacy Satoshis		Uncommon Satoshis		Total Satoshis
	Quantity	Cost	Quantity	Cost	Quantity	Cost
Balance as at October 31, 2023	-	-	-	-	-	-
Satoshis	5,000	2,456,656	1,000	106,431	6,000	2,563,087
Impairment Loss	-	(1,174,193)	-	(47,804)	-	1,221,997
Balance as at October 31, 2024	5,000	1,282,463	1,000	58,627	6,000	1,341,090
Satoshis	-	-	-	-	-	-
Impairment Loss	-	-	-	-	-	-
Balance as at January 31, 2025	5,000	1,282,463	1,000	58,627	6,000	1,341,090
	Tether
---	---	---
	Quantity	Cost
Balance as at October 31, 2024	-	-
Tether	8,550	12,384
Impairment Loss	-	-
Balance as at January 31, 2025	8,550	12,384

(i) The cost for the satoshis was based on the fair value of the shares issued in consideration.

4. Precious Metals

Precious Metals consists of bullion gold bars owned and held by the Company.

	January 31, 2025		October 31, 2024
	Quantity (ounces)	Value	Quantity (ounces)	Value
Precious Metals Opening Balance	35	$ 95,466	35	$ 94,776
Purchases	32	128,225	-	-
Write Up / (Down) to Net Realizable Value	-	-	-	690
Total Precious Metals	67	$ 223,691	35	$ 95,466

10 -

11 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

5. Share capital

Authorized

The Company has an unlimited number of shares authorized with no par value. The shares are voting shares and contain certain transfer restrictions.

	Number of Shares Issued and Outstanding	Restricted Performance Shares Issued and Outstanding	Total Shares Issued and Outstanding
Balance, October 31, 2023	59,351,100	950,000	60,301,100
RSUs Vested and Issued (i)	273,000	-	273,000
PSUs Vested (vii)	950,000	(950,000)	-
Advisor Shares Vested and Issued (ii)	1,000,000	-	1,000,000
Shares Issued in Private Placement (iii, iv, v, x)	9,592,041	-	9,592,041
Balance, October 31, 2024	71,166,141	-	71,166,141
Advisor Shares Vested and Issued (viii)	500,000	-	500,000
Shares Issued in Private Placement (ix)	20,691,619	-	20,691,619
Finders warrants issued	2,559	-	2,559
Balance, January 31, 2025	92,360,319	-	92,360,319

(i) As at October 31, 2024, the Company had 273,000 RSUs that vested at a price of $0.50 per share.
(ii) As at October 31, 2024, the Company had 1,000,000 Advisor Shares that vested at a price of $0.50 per share.
(iii) On April 23, 2024, the Company completed a non-brokered private placement under which a total of 6,000,000 Common Shares were sold at a price of $0.50 CAD per Common Share for aggregate gross proceeds to the Company of $3 million. Gross proceeds where in the form of Bitcoin, Legacy Satoshis, and Uncommon Satoshis (Note 3).
(iv) On July 23, 2024, the Company completed a non-brokered private placement under which a total of 3,250,037 Common Shares were sold at a price of $0.50 CAD per Common Share for aggregate gross proceeds to the Company of $1.6 million.
(v) On August 16, 2024, the Company completed a non-brokered private placement under which a total of 342,004 Common Shares were sold at a price of $0.50 CAD per Common Share for aggregate gross proceeds to the Company of $171,002.
(vi) On August 20, 2024, Matador commenced a concurrent financing in connection with its planned go-public transaction, to raise a minimum of $3,500,000 and a maximum of $4,500,000 gross proceeds by issuing shares at $0.50 per share. The cash proceeds were received prior to year end and after year end, however shares were not issued until the closing of the financing on December 5, 2024. Prior to October 31, 2024, the Company raised gross proceeds of $1,230,029. Subsequently, on December 5, 2024, Matador completed the financing and issued 12,446,822 shares, representing the full amount of shares issued in connection with the concurrent financing. Matador raised gross proceeds of $1,230,029 before year end and $4,993,382 after year end, for a total amount of $6,223,411 raised. A portion of the financing proceeds was recognized in contributed surplus ($1,230,029) in the year ended October 31, 2024.
(vii) During the year ended October 31, 2024, the performance conditions for 950,000 performance conditions were waived.
(viii) During the three months ended January 31, 2025, the advisor shares were issued.
(ix) During the three months ended January 31, 2025, 50,000 RSUs were vested, but have not yet been issued to share capital.

12 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

5. Share capital (continued)

(x) On August 20, 2024, Matador commenced a concurrent financing in connection with its planned go-public transaction, to raise a minimum of $3,500,000 and a maximum of $4,500,000 gross proceeds by issuing shares at $0.50 per share. The cash proceeds were received prior to year end and after year end, however shares were not issued until the closing of the financing on December 5, 2024. Prior to October 31, 2024, the Company raised gross proceeds of $1,230,029. Subsequently, on December 5, 2024, Matador completed the financing and issued 12,446,822 shares, representing the full amount of shares issued in connection with the concurrent financing. Matador raised gross proceeds of $1,230,029 before year end and $4,993,382 after year end, for a total amount of $6,223,411 raised. A portion of the financing proceeds was recognized in contributed surplus ($1,230,029) in the year ended October 31, 2024. On December 5, 2024, the Company completed a non-brokered private placement ("concurrent financing") pursuant to which it issued an aggregate 12,446,822 common shares at a price of $0.50 per Matador share to raise aggregate gross proceeds of $6,223,411. In connection with the private placement, 2,559 finders warrants were issued and exercised for gross proceeds of $582.

6. Stock Based Compensation

	Three months ended January 31,
	2025	2024
Share based Options	$ 732,154	$ 146,873
Share based RSUs	19,076	45,536
Share based Performance Shares	48,935	97,565
Share based Advisor Shares	397,237	-
Share based Compensation Expense	1,197,402	289,974

Stock Options

The Company's Long-Term Incentive Plan (the "LTIP") adopted in November 2021, provides that stock options may be granted to directors, senior officers, employees and consultants of the Company or any of its affiliates and employees of management companies engaged by the Company. The term and vesting period for options granted under the LTIP are determined by the Company's Board.

Below is a summary of the activity related to outstanding options as at January 31, 2025 and October 31, 2024:

	Number of stock options	Weighted average exercise price ($)
Balance, October 31, 2023	5,315,434	0.25
Granted	5,700,000	0.50
Balance, October 31, 2024	11,015,434	0.33
Granted	2,110,000	0.50
Balance, January 31, 2025	13,125,434	0.33

13 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

6. Stock Based Compensation (continued)

Stock Options (continued)

The following table reflects the Company's stock options outstanding and exercisable as at January 31, 2025:

Option Series	Expiry date	Exercise price ($)	Fair Value at Grant Date ($)	Number of options Granted
1	January 1, 2027	0.25	0.19	2,375,434
2	January 6, 2035 (i)	0.50	0.13	1,350,000
3	January 10, 2026	0.25	0.17	1,350,000
4	January 19, 2032	0.25	0.24	30,000
5	February 1, 2032	0.25	0.24	160,000
6	October 1, 2032	0.25	0.49	50,000
7	August 1, 2034	0.50	0.42	5,700,000
8	January 8, 2035	0.50	0.42	2,110,000

(i) During the three months ended January 31, 2025, the Company increased the exercise price from $0.25 to $0.50 as well as extended the expiry date of these options from January 6, 2025 to January 6, 2035. This increased the fair value of the stock options from $0.13 to $0.448. The modification was also motivated by the Company's commitment to fostering an environment of employee motivation and retention, recognizing the need to provide competitive and meaningful incentives in the current market landscape.

Restricted Share Units ("RSU")

The Company established a restricted stock unit plan ("RSU Plan") in November 2021. The purpose of the RSU Plan is to secure for the Company and its shareholders the benefits of incentive inherent in share ownership by certain directors, officers, other key employees and consultants of the Company ("Participants") who, in the judgement of the Board, will be responsible for its future growth and success. RSUs granted pursuant to this RSU Plan will be used to compensate Eligible Persons who have forgone salary to assist the Company in cash management in exchange for the grant of RSUs and incentive stock options under the Company's stock option plan. Each RSU gives the Participant the right to receive one common share of the Company. The aggregate number of common shares that may be reserved for issuance, at any time, under this Plan and under any other share compensation arrangement adopted by the Company, including the Company's incentive stock option plan, shall not exceed up to a maximum of 10% of the issued and outstanding Shares at the time of grant pursuant to awards granted under all share compensation plans. The term and vesting period for RSUs granted under the RSU Plan are determined by the Company's Board.

Details on the RSUs outstanding are as follows:

RSU Series	Grant Date	Number of RSUs Granted	Fair Value at Grant Date ($)	Number of RSUs Outstanding
2	May 26, 2022	300,000	0.50	100,000
3	August 3, 2022	300,000	0.50	50,000

14 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

6. Stock Based Compensation (continued)

Restricted Share Units ("RSU") (continued)

Below is a summary of the activity related to RSUs outstanding as at January 31, 2025 and October 31, 2024:

	Number of Units
Balance, October 31, 2023	539,000
Exercised	(273,000)
Balance, October 31, 2024	266,000
Cancelled (i)	(66,000)
Exercised	(50,000)
Balance, January 31, 2025	150,000

(i) During the three months ended January 31, 2025, 66,000 RSUs were cancelled without being vested.

Performance Shares

The purpose of Performance Shares is to secure for the Company and its shareholders the benefits of incentive inherent in share ownership by certain directors, officers, other key employees and consultants of the Company ("Participants") who, in the judgement of the Board, will be responsible for its future growth and success. Performance Shares granted will be used to compensate Eligible Persons who have forgone salary to assist the Company in cash management in exchange for the grant of Performance Shares. Performance Shares will be tied to certain Participant milestones and the term and vesting period for the Performance Shares are determined by the Company's Board. During the period ended October 31, 2024, the Company granted no Performance Shares nor did it issue any common shares upon certain employees achieving certain performance milestones. During the three months ended January 31, 2025 the Company issued nil common shares upon certain employees achieving certain performance milestones. Based on the total estimated vesting conditions the total share based compensation expense for the three months ended January 31, 2025 is $48,935.

Below is a summary of the activity related to Performance Shares outstanding as at January 31, 2025 and October 31, 2024:

	Number of Units
Balance, October 31, 2023	3,950,000
Exercised (i)(ii)	(950,000)
Balance, October 31, 2024	3,000,000
Balance, January 31, 2025	3,000,000

(i) On December 1, 2021, 650,000 Common Shares were issued to a consultant of the Company and the performance conditions were waived on July 31, 2024. 450,000 Performance Shares had their performance conditions met in previous years, while the remaining 200,000 Performance Shares had their performance conditions waived during the October 31, 2024 year end. 200,000 shares have been issued and $50,000 share based compensation has been recognized in the October 31, 2024 statement of operations and comprehensive loss.

(ii) On January 11, 2022, 1,500,000 Common Shares were issued to a consultant of the Company and the performance conditions were waived on July 31, 2024. 750,000 Performance Shares had their performance conditions met in previous years, while the remaining 750,000 Performance Shares had their performance conditions waived during the October 31, 2024 year end. 750,000 shares have been issued and $115,518 share based compensation has been recognized in the October 31, 2024 statement of operations and comprehensive loss.

15 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

6. Stock Based Compensation (continued)

Advisor Shares

The purpose of Advisor Shares is to secure for the Company and its shareholders the benefits of incentive inherent in share ownership by certain advisors of the Company ("Advisors") who, in the judgement of the Board, will be responsible for its future growth and success. Advisor Shares granted will be used to compensate Advisors who have forgone salary to assist the Company in exchange for the grant of Advisor Shares. Advisor Shares will be tied to a specific term and vesting period for the Advisor Shares are determined by the Company's Board. During the period ended January 31, 2025, the Company granted nil Advisor Shares. As of January 31, 2025, 1,500,000 Advisor Shares were issued. Based on the total estimated vesting conditions the total share based compensation expense for the three months ended January 31, 2025 is $397,237 (October 31, 2024 - 1,035,627).

Below is a summary of the activity related to Advisor Shares outstanding as at January 31, 2025 and October 31, 2024:

	Number of Units
Balance, October 31, 2023	-
Granted	6,000,000
Exercised	(1,000,000)
Balance, October 31, 2024 and January 31, 2025	5,000,000
Exercised	(500,000)
Balance, January 31, 2025	4,500,000

7. Major shareholder and related party disclosures

During the three months ended January 31, 2025, the Company paid $149,160 (period ended January 31, 2024 – $84,750) in consulting fees to TDK Cash Flow Ltd. and Hillcrest Merchant Partners Inc. for:

a) Business operations support;
b) HR services;
c) Bookkeeping services;
d) Corporate secretarial services;
e) Financial advisory services.

These services were incurred in the normal course of operations.

Consulting fees paid to key management personnel for the three months ended January 31, 2025 totaled $318,664 (period ended January 31, 2024 – $97,895). For the three months ended January 31, 2025, consulting fees included an annual bonus for the calendar year ended December 31, 2024. Share based payments to key management personnel and the Board of Directors of the Company for the three months ended January 31, 2025, were valued using the Black-Scholes valuation model to be $246,067 (period ended January 31, 2024 – $119,498) and this is included in share based compensation. Key management personnel is comprised of the Company's Chief Executive Officer ("CEO").

Net loss per share

	Three months ended January 31,
	2025	2024
Net Loss	(5,914,634)	(484,491)
Weighted Average Number of Shares Outstanding	92,360,319	59,574,100
Basic and Diluted Loss Per Share	(0.06)	(0.01)

Financial Instruments and Risk Management

In common with all other businesses, the Company is exposed to risks arising from its use of financial instruments. This note describes the Company's objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented below.

General Objectives, Policies and Processes

Management has overall responsibility for determining the Company's risk management objectives and policies. While management retains ultimate responsibility, it has delegated the authority for designing and implementing processes that ensure effective risk management to the Company's finance function.

The Company's overall objective is to set policies that minimize risk as far as possible without unduly affecting competitiveness and flexibility. The Company has established risk management policies and procedures designed to reduce the potentially adverse effects of market volatility on operating results and financial position. Further details regarding these policies are set out below.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach is to ensure sufficient liquidity to meet operational, tax, capital, and regulatory requirements under both normal and stressed conditions. Cash flow projections are prepared and reviewed regularly to ensure continuity of funding. The Company's financial liabilities consist of accounts payable and accrued liabilities, all of which are due within one year.

Fair Values of Financial Instruments and Digital Assets

IFRS 7 – Financial Instruments: Disclosures requires classification of financial instruments into a three-level hierarchy ("FV hierarchy") based on the significance of the inputs used in making fair value measurements:

Level 1: Fair value is determined using quoted prices in active markets for identical assets or liabilities.
Level 2: Fair value is determined using inputs other than quoted prices that are observable, either directly or indirectly.
Level 3: Fair value is determined using inputs that are unobservable and significant to the overall fair value measurement.

As at January 31, 2025, the Company's financial and digital assets are classified within the FV hierarchy as follows:

Financial Instrument / Digital Asset
Level 1
Level 2
Level 3

Digital Assets (Bitcoin)
X

Accounts Payable & Accrued Liabilities
X

X = Classification within the FV hierarchy

16 -

9. Financial Instruments and Risk Management (continued)

IFRS 7 - Financial Instruments: Disclosures requires disclosure of a three-level hierarchy ("FV hierarchy") that reflects the significance of the inputs used in making fair value measurements and disclosures. Fair values of assets and liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities. Assets and liabilities in Level 2 include those whose valuations are determined using inputs other than quoted prices for which all significant outputs are observable, either directly or indirectly. Level 3 valuations are those based on inputs that are unobservable and significant to the overall fair value measurement.

As at January 31, 2025, the Company's financial instruments are comprised of cash and cash equivalents, term deposits and accounts payable and accrued liabilities. These are measured at amortized cost (excluding accounts payable and accrued liabilities, which are measured at fair value). During the three months ended January 31, 2025, there were no transfers between levels of the fair value hierarchy. The carrying value of the accounts payable and accrued liabilities approximate their fair values due to their short-term nature.

The Company classifies its digital assets within the fair value hierarchy as follows:

Bitcoin – Level 2: The fair value of Bitcoin is determined using observable market inputs, such as aggregated exchange data from active markets, rather than a single quoted price.

If quoted prices are unavailable, fair value is estimated using valuation techniques that prioritize observable inputs while minimizing the use of unobservable data.

The fair value of these Digital Assets was determined as follows:

Bitcoin: determined by taking the last closing price for the day in eastern standard time from www.blockchain.com.

10. Capital Risk Management

The Company manages its capital with the following objectives:

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company considers its capital to be equity, comprising share capital, options, RSUs, performance shares, advisor shares and retained earnings, which at January 31, 2025 totaled $11,260,165 (at October 31, 2024 – $6,230,783).

17 -

18 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

11. Reverse Takeover

On December 9, 2024, the Company entered into a non-binding letter of intent (the "LOI") with Scaling Capital 1 Corp. ("SCC"), pursuant to which the parties intend to complete the business combination of Matador and SCC to ultimately form the resulting issuer that will continue on the business of Matador (the "Transaction"), and Matador and SCC will complete an offering of a minimum of $3,500,000 and a maximum of $4,500,000 (the "Concurrent Financing") in aggregate gross proceeds. The Transaction will constitute SCC's Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").

The Transaction closed on December 9, 2024 and constitutes a reverse takeover. Although the Company will be regarded as the legal parent and continuing company, SCC will be the acquirer for accounting purposes. Consequently, SCC will be deemed to be a continuation of the reporting entity, and control of the assets and operations of the Company will be deemed to have been acquired in consideration for the issuance of the resulting issuer's shares to the former shareholders of SCC. At the time of this transaction, the Company did not constitute a business as defined under IFRS 3 Business Combination; therefore, the transaction will be accounted for under IFRS 2 Share-Based Payment, where the difference between the consideration given to acquire the Company and the net asset value of the Company will be recorded as a listing expense. The estimated net assets acquired pursuant to the acquisition are as follows:

Total Purchase consideration
Fair value of 8,228,099 shares of SCC	4,114,049
Total consideration paid	4,114,049
Net assets (liabilities of SCC)
Cash and cash equivalents	770,908
HST recoverable	27,297
Interest receivable	(5,741)
Accounts payable and accrued liabilities	(1,300)
Net Assets of SCC	791,164
Total	3,322,885

The fair value of the 8,228,099 common shares was determined to be $4,114,049, calculated using $0.50 per common share, based on the concurrent Matador private placement price.

12. Income taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% to the effective tax rate is as follows:

	Three Months Ended
	January 31, 2025	January 31, 2024
Net Loss Before Income Tax Recovery	$ (5,914,634)	$ (484,491)
Expected Income Tax Recovery at Effective Tax Rate of 27%	(1,567,378)	(128,390)
Permanent Differences	194,165	39,502
Non-Capital Losses Carried Forward	1,373,211	88,888
Income Tax Expense	$ (2)	$ -

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: As at January 31, 2025, the Company has $15,601,372 of non-capital loss carry forwards available to reduce taxable income for future years. These losses will expire in 2044.

19 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements

Three months ended January 31, 2025 and 2024

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

Income taxes (continued)

	Three Months Ended
	January 31, 2025	January 31, 2024
Non-capital losses carried forward	4,222,729	5,678,535
Unrecognized Deferred Tax Asset	(4,222,729)	(5,678,535)
Net Deferred Tax	$ -	$ -

SCHEDULE "C"
AUDIT COMMITTEE CHARTER

Charter of the Audit Committee
of the Board of Directors of Matador Technologies Inc.

(this "Charter")

I. PURPOSE

The Audit Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Matador Technologies Inc. (the "Corporation") to assist the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and responsibilities are to:

conduct such reviews and discussions with management and the independent auditors relating to the audit and financial reporting as are deemed appropriate by the Committee;
assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure implementation of such controls and procedures;
ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel;
review the quarterly and annual financial statements and management's discussion and analysis of the Corporation's financial position and operating results and report thereon to the Board for approval of same;
select and monitor the independence and performance of the Corporation's outside auditors (the "Independent Auditors"), including attending at private meetings with the Independent Auditors and reviewing and approving all renewals or dismissals of the Independent Auditors and their remuneration; and
provide oversight to related party transactions entered into by the Corporation.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the Independent Auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties. The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval. In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.

II. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

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(b) set and pay the compensation for advisors employed by the Committee; and
(c) communicate directly with the internal and external auditors.

III. COMPOSITION AND MEETINGS

The Committee and its membership shall meet all applicable legal and listing requirements, including, without limitation, those of the TSX Venture Exchange, the Business Corporations Act (Ontario) and all applicable securities regulatory authorities.
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time. The members of the Committee shall appoint from among themselves a member who shall serve as Chair.
Each member of the Committee shall be “financially literate” (as defined by applicable securities laws and regulations).
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two of the members of the Committee present either in person or by telephone shall constitute a quorum.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the adjourned meeting shall consist of the members then present.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and responsibilities so long as a quorum remains in office.
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be determined from time to time by, the Committee. A meeting of the Committee may be called by letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours’ notice, provided that no notice of a meeting shall be necessary if all of the members are present either in person or by means of conference telephone or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.
The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as it may see fit, from time to time, to attend at meetings of the Committee.

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The Board may at any time amend or rescind any of the provisions hereof, or cancel them entirely, with or without substitution.
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in writing signed by all of the members of the Committee, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or recommendations of the Audit Committee shall require the approval of the Board prior to implementation.

IV. RESPONSIBILITIES

A. Financial Accounting and Reporting Process and Internal Controls

The Committee shall review the annual audited financial statements to satisfy itself that they are presented in accordance with applicable Canadian accounting standards and report thereon to the Board and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate regulatory authorities. The Committee shall also review and approve the interim financial statements. With respect to the annual and interim financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of management with management and the Independent Auditors as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been effectively carried out.
The Committee shall review management's internal control report and the evaluation of such report by the Independent Auditors, together with management's response.
The Committee shall review the financial statements, management's discussion and analysis relating to annual and interim financial statements, annual and interim earnings press releases and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.
The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than the public disclosure referred to in subsection IV.A.3, and periodically assess the adequacy of these procedures.
The Committee shall meet no less frequently than annually with the Independent Auditors and the Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, deems appropriate.
The Committee shall inquire of management and the Independent Auditors about significant risks or exposures, both internal and external, to which the Corporation may be subject, and assess the steps management has taken to minimize such risks.
The Committee shall review the post-audit or management letter containing the recommendations of the Independent Auditors and management's response and subsequent follow-up to any identified weaknesses.

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The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary, adopting a corporate code of ethics for senior financial personnel.
The Committee shall establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

The Committee shall provide oversight to related party transactions entered into by the Corporation.

B. Independent Auditors

The Committee shall be directly responsible for the selection, appointment, compensation and oversight of the Independent Auditors and the Independent Auditors shall report directly to the Committee.
The Committee shall be directly responsible for overseeing the work of the external auditors, including the resolution of disagreements between management and the external auditors regarding financial reporting.
The Committee shall pre-approve all audit and non-audit services (including, without limitation, the review of any interim financial statements of the Corporation by the Independent Auditors at the discretion of the Committee) not prohibited by law to be provided by the Independent Auditors.
The Committee shall monitor and assess the relationship between management and the Independent Auditors and monitor, confirm, support and assure the independence and objectivity of the Independent Auditors. The Committee shall establish procedures to receive and respond to complaints with respect to accounting, internal accounting controls and auditing matters.
The Committee shall review the Independent Auditor's audit plan, including scope, procedures and timing of the audit.
The Committee shall review the results of the annual audit with the Independent Auditors, including matters related to the conduct of the audit, and receive and review the auditor's interim review reports.
The Committee shall obtain timely reports from the Independent Auditors describing critical accounting policies and practices, alternative treatments of information within applicable Canadian accounting principles that were discussed with management, their ramifications, and the Independent Auditors' preferred treatment and material written communications between the Corporation and the Independent Auditors.
The Committee shall review fees paid by the Corporation to the Independent Auditors and other professionals in respect of audit and non-audit services on an annual basis.
The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former auditors of the Corporation.
The Committee shall monitor and assess the relationship between management and the external auditors, and monitor and support the independence and objectivity of the external auditors.

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C. Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

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SCHEDULE "D"

INVESTMENT POLICY

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Matador Technologies Inc.

INVESTMENT OBJECTIVES, POLICIES, RESTRICTIONS, AND RISKS ANALYSIS

June, 2025

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DESCRIPTION OF THE BUSINESS

Matador Technologies Inc. ("Matador" or the "Company") is a technology company focused on building products that combine precious metals such as gold with the benefits of modern technology and digital assets. Matador leverages blockchain technology to digitize real-world assets like gold. Focused on building innovative financial solutions, Matador is at the forefront of integrating blockchain technology to preserve and grow value. Matador is a publicly traded Bitcoin Ecosystem Company. The Company holds Bitcoin as its primary treasury asset and aims to grow its balance sheet strategically to acquire more Bitcoin. In addition, Matador is focused on expanding the utility of the Bitcoin network by building products that expand building assets on top of the Bitcoin network, and exploring other investment opportunities and divestitures that compliment its business strategies from time to time.

The Company's Board of Directors ("Board") has approved the incorporation of Bitcoin Ordinals and non-fungible tokens ("NFTs") into its precious metals product in order to incentivize younger buyers. The Board has also approved the acquisition of Bitcoin for treasury management purposes and may also approve other investments and divestitures from time to time for such purposes in accordance with this Investment Policy.

Matador will seek high return on investment opportunities in any industry with a focus on companies and assets in the Bitcoin, cryptocurrency and precious metals sectors while aiming to limit downside risk while achieving a reasonable rate of return that outpaces the growth of Bitcoin by focusing on opportunities with attractive risk to reward profiles. Matador will additionally explore investments that can offer income or yield based on strategic uses of its balance sheet.

Investment Objectives

Matador may acquire and hold a wide range of securities and assets for both long-term capital appreciation and shorter-term gains. Its investment portfolio may include, but is not limited to, buying and holding cryptocurrencies (such as Bitcoin, Ethereum, Solana, SUI, and other cryptocurrencies and stablecoins such as USDC, Dai, and other pegged digital assets for treasury management, liquidity purposes, growth objectives, or risk management), precious metals (including gold, silver, copper, and other ferrous, non-ferrous, and precious metals), public and private companies across the technology, cryptocurrency, and metals sectors, credit products, cryptocurrency investment products and funds, and derivative instruments such as options, futures, and swaps. Matador may also engage in financial or synthetic mining by using derivatives and structured strategies to generate returns on cryptocurrency holdings ("BTC Volatility Capture Yield Mining"), recycling those returns into additional cryptocurrency acquisitions. Matador may participate in digital asset lending, borrowing, margin trading, structured products, rehypothecation, and other crypto-based financial activities, subject to prudent risk management practices. Additionally, Matador may invest in exchange-traded products, closed-end funds, staking opportunities, decentralized finance (DeFi) protocols, tokenized real-world assets, and other blockchain-based financial instruments, maintaining flexibility to pursue any investment that supports its overall strategic objectives. Matador may also invest in non-fungible tokens (NFTs), Bitcoin-native assets (such as Ordinals), tokenized physical assets, digital collectibles, Layer 1 and Layer 2 tokens, and other blockchain-based digital assets or protocols, whether currently existing

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or developed in the future. Matador may engage in activities that support the operation of blockchain networks, including but not limited to staking, delegation, node validation, liquidity provision, governance participation, and other consensus-related activities, for the purpose of earning rewards, returns, or influencing network outcomes. Matador may also develop, launch, or support the creation of blockchain protocols, decentralized applications (dApps), digital asset platforms, or other technology-based initiatives to expand its ecosystem and generate value for shareholders. Matador reserves the right to pursue any other blockchain-related or digital asset-related activity, investment, or initiative that is consistent with its mission to advance the Bitcoin ecosystem and create shareholder value, even if not specifically enumerated herein.

Together, these shall be referred to as "Potential Investments."

To support the acquisition of Potential Investments, Matador may, from time to time, issue its own securities, including but not limited to common equity, preferred shares, convertible securities, notes, or other debt instruments, either privately or publicly, and/or divest itself of certain of its existing investments and/or spinout certain of its divisions. Proceeds from such transactions may be strategically deployed to acquire Potential Investments including Bitcoin, other digital assets, or related investments, or to otherwise advance Matador's broader investment strategy. The decision to issue securities and deploy capital shall be subject to approval by the Board and/or Investment Committee, with the objective of maximizing long-term shareholder value while maintaining appropriate financial flexibility.

The Board is responsible for setting the Company's policies with respect to the nature and weighting of its holdings and have approved these investment objectives and policies.

Any Potential Investment that reduces the Company's cash position to less than C$250,000 must be approved by the Board. In the event a Potential Investment in paragraph (a) or (b) under the heading "Investment Restrictions" below is contemplated, the officer or director described therein shall be required to disclose his/her interest, and will also abstain from voting on any directors' resolution related to the Potential Investment.

The Company seeks Potential Investments that have strong market potential, are managed by capable teams or counterparties, have an attractive risk-reward profile, and are complementary to Matador's technology applications. Matador seeks to identify Potential Investments based on primary research, relationships of its core team and Board, strategic partnerships, and attendance at various industry events.

The Company establishes its investment objectives and policies concerning the nature and weighting of its holdings. The weighting of its investments among various sectors changes over time with a view to maximizing the total value of its portfolio, while also managing risk. Accordingly, he Company may opt to acquire additional investments, dispose of some of all of its investments and/or spin out one or more of its divisions, or maintain its current investment position from time to time.

The execution and oversight of Matador's investment activities will be governed by an internal Investment Committee, which will be responsible for setting investment guidelines, approving strategic allocations, monitoring risk exposures, and ensuring alignment with the Company's overall objectives.

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To optimize the management of specialized strategies—including but not limited to derivatives, structured products, hedging strategies, and alternative asset classes—Matador may engage qualified external managers, trading counterparties, custodians, advisors, or other third-party service providers as needed. The Investment Committee will retain responsibility for the selection, ongoing evaluation, and governance of any third-party relationships, ensuring all activities remain aligned with Matador's strategic and fiduciary duties.

Investment Evaluation Process

When evaluating Potential Investments across cryptocurrencies, digital assets, public and private companies, precious metals, credit products, derivatives, and other financial instruments, Matador focuses on assets and opportunities that demonstrate strong fundamentals, strategic fit, and attractive risk-adjusted returns. The Company applies a consistent, disciplined approach based on the following factors:

(a) Strength of the underlying technology or asset, including scalability to handle transaction volume, market demand for the product or asset, and real-world adoption potential;
(b) Credibility of management teams, developers, or counterparties, ensuring a proven track record, transparent governance structures, robust risk management practices, and strong community or market support;
(c) Funding strategy and capital requirements, including the Company's or protocol's roadmap, ability to raise or sustain capital for future development, and sustainability of its financial model;
(d) Anticipated rate of return weighed against risks, considering factors such as price volatility, geopolitical risks, regulatory uncertainty, cybersecurity threats, leverage exposure, and counterparty risks;
(e) Market liquidity and ease of exit, evaluating trading volumes, market depth, exchange availability, and the ability to efficiently enter or exit positions in fragmented, illiquid, or volatile markets; and
(f) Strategic fit within Matador's broader business direction, ensuring that Potential Investments complement Matador's technology initiatives, Bitcoin ecosystem strategy, or broader blockchain-focused activities.

In applying this framework, Matador seeks to identify investments that have differentiated intellectual property, competitive moats, attractive market potential, and credible operational execution. The Company prioritizes investments where it can achieve growth, diversification, and ecosystem expansion, while maintaining flexibility across emerging and traditional sectors.

Investment Restrictions

The Company shall conduct its investment activities within the general parameters of its investment objectives and strategy but subject to certain restrictions. In pursuing its strategy, the Company shall not:

(a) purchase, other than in a situation where Matador is increasing its position in securities of an issuer already held, securities of any issuer of which more than 10% of the issued and outstanding voting securities are beneficially owned, either directly or indirectly, by an officer or director of Matador, or by any person who is a substantial security holder of

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Matador or by any person who is a consultant to Matador, or any combination thereof without such officer, director, substantial security holder or consultant disclosing his interest to Matador and, in the case of a director, abstaining from voting on any directors' resolution proposing the investment; or,

(b) purchase securities from or sell or loan securities to any person who is an officer or director of Matador, or a substantial security holder of Matador, or any person who is a consultant to Matador, without such officer, director, substantial security holder or consultant disclosing his or her interest to us and, in the case of a director, abstaining from voting on any directors' resolution proposing the investment; or,

(d) purchase or sell mortgages.

For the purposes of clarity, the above restrictions shall not restrict the Company from investing in exchange-traded funds or similar investment vehicles. For example, an investment in a gold or silver exchange-traded fund is expressly permitted.

For the purposes of the above restrictions on investment activities:

"substantial security holder" means a person or corporation or group of persons or corporations which own beneficially, either individually or together, or directly or indirectly, voting securities to which are attached more than 10% of the voting rights attached to all of the voting securities of Matador for the time being outstanding; and

"voting securities" means any security other than a debt security of an issuer carrying the voting rights either under all circumstances or under some circumstances that have occurred and are continuing.

Where investment policies and restrictions are based upon a percentage of Matador's funds, such percentages are based upon the acquisition cost of its assets determined at the time of investment. Any subsequent change in any applicable percentage resulting from changing values of assets will not require disposing of any security from the Company's portfolio. In the event that the Company proposes to acquire convertible debt instruments for its portfolio, the investment policies and restrictions will be based on the assumption that the debt instruments have in fact been converted.

Competitive Conditions

The Company is neither a mutual fund nor an investment fund but it does compete with these investment vehicles for the purposes of investment opportunities, in addition to hedge funds, other institutional investors and corporate buyers. Many of these competitors have greater financial, technical and other resources than Matador. However, the Company believes that its competitive position vis-à-vis these other players is enhanced by virtue of its team, its reputation in the market, and its position as a public company, all of which contribute to the Company's ability to source, identify and capitalize upon investment opportunities relatively quickly.

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RISK FACTORS

The following are some of the risks relating to the investment operations of the Company. Additional risks not currently known to the Company, or that it currently believes to be immaterial, may also affect Matador's business and negatively impact upon an investment in its securities.

Portfolio Exposure

Given the nature of the Company's activities, its results of operations and financial condition are partially dependent upon the market value of the securities that comprise its portfolio. Market value can be reflective of the actual or anticipated operating results of the Company's portfolio companies and/or the general market conditions that affect the sectors in which it invests. The Company's investment activities are currently concentrated primarily in the cryptocurrency industry. While this sectors has performed well recently, there are various factors which could have a negative impact on the Company's investments and thereby have an adverse effect on its business.

Leverage

The Company may use financial leverage (or "margin") when purchasing eligible assets in the secondary market. Trading on margin allows the Company to borrow part of the purchase price of assets (using the assets as collateral), rather than pay for them in full, however, it can result in significant losses. If the market moves against the Company's positions and its assets decline in value, it may be required to provide additional funds to counterparties, which could be substantial. Given the nature of the Company's business (see "Cash Flow/Revenue" below), it may not have sufficient cash on hand to meet margin calls and may be required to liquidate positions in investments prematurely and/or at a loss, in order to generate funds to satisfy obligations. Furthermore, if the Company is unable to provide the necessary funds within the time required, its positions may be liquidated at a loss by counterparties to meet its obligations (and it may still be required to make up any shortfall in funds thereafter). There can be no assurances that sufficient funds will be available in the future, or available on reasonable terms, and the absence of available funding and/or the sale of securities in order to meet margin calls could have a materially adverse impact on the Company's financial position and operating results.

Cash Flow/Revenue

The Company may generate revenue and cash flow from its operations, financing activities, and proceeds from the disposition of its investments, in addition to interest and dividend income earned on investments, fees and profits generated from derivative instruments, and fees generated from securities lending and other activities. The availability of these sources of income and the amounts generated from these sources are dependent upon various factors, many of which are outside of the Company's direct control. Its liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn in the market conditions generally or to matters specific to the Company, or if the value of its investments decline, resulting in capital losses upon disposition.

Cryptocurrency and Digital Assets

Matador invests in cryptocurrencies and digital assets such as Bitcoin. Buying, investing, and holding cryptocurrencies, crypto-assets, or other digital assets involves significant risks that could

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adversely affect our financial condition and operating results. These assets are subject to significant price volatility, which may result in substantial losses. Regulatory uncertainty and potential changes in laws or policies governing cryptocurrencies could limit our ability to hold, sell, trade, hedge, or utilize these assets, or lead to increased compliance costs. Cybersecurity threats, including hacking and theft of digital wallets, pose a risk of loss of assets that may not be recoverable. Limited liquidity, or sudden changes in liquidity may adversely affect the market value of cryptocurrencies and digital assets. There is no assurance that the value of our cryptocurrency and digital asset holdings will be maintained or that these investments will generate expected returns

Derivative Instruments

Matador's use of derivative instruments, including futures, options, and swaps, involves significant risks that could adversely impact our financial condition and operating results. These instruments are subject to market volatility, which may lead to substantial losses if market conditions move unfavorably. Counterparty risk exists, as the failure of a counterparty to fulfill their obligations could result in financial losses. Additionally, derivatives often involve leverage, amplifying potential losses relative to the initial investment. Inaccurate valuation models, unexpected market disruptions, or limited liquidity in derivative markets may impair our ability to manage or exit positions effectively. Regulatory changes affecting derivative transactions could increase compliance costs or restrict our ability to utilize these instruments. There is no assurance that our derivative strategies will achieve intended objectives or mitigate underlying risks.

Precious Metals

Matador's purchases, holdings, and investments in precious metals (or securities related to them), such as gold and silver involve significant risks that could adversely affect our financial condition and operating results. The prices of precious metals are subject to volatility driven by global economic conditions, geopolitical events, currency fluctuations, and changes in supply and demand, which may result in substantial losses.

Storage and insurance costs for physical metals may reduce returns, and the risk of theft or loss could impact our holdings. Limited liquidity in certain precious metals markets may hinder our ability to sell assets at desired prices or times. Regulatory changes or restrictions on precious metals ownership or trading could increase costs or limit our investment activities. There is no assurance that our investments in precious metals will maintain their value or generate expected returns.

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Private Issuers, Illiquid Securities and Illiquid Digital Assets

In addition to the Company's portfolio investments in public issuers, it invests in securities of private issuers and illiquid digital assets. These investments cannot be resold easily and there may not be any market for such assets. These limitations may impair the Company's ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in illiquid assets may offer relatively high potential returns, but will also be subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of the Company's private company investments or that it will otherwise be able to realize a return on such investments.

The value attributed to illiquid assets will be the cost thereof, subject to adjustment in certain circumstances in accordance with applicable accounting policies, and therefore may not reflect the amount for which they can actually be sold. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within a short period of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed for the investments.

The Company may also invest in illiquid securities of public issuers. A considerable period of time may elapse between the time a decision is made to sell such securities and the time the Company is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that Matador will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, the Company may be prohibited by contract or by law from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

The Company may also make direct investments in publicly-traded securities or digital assets that have low trading volumes. Accordingly, it may be difficult for the Company to make trades in these securities without adversely affecting the price of such securities.

Possible Volatility of Stock Price

The market price of Matador's common shares has been and may continue to be subject to wide fluctuations in response to factors such as actual or anticipated variations in its consolidated results of operations, changes in financial estimates by securities analysts, general market conditions and other factors. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations may adversely affect the market price of such common shares. The purchase of the Company's common shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Company's common shares should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in the Company's common shares should not constitute a major portion of an investor's portfolio.

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Trading Price of Common Shares Relative to Net Asset Value

The Company is neither a mutual fund nor an investment fund, and due to the nature of its business and investment strategy and the composition of its investment portfolio, the market price of its common shares, at any time, may vary significantly from its net asset value per share. This risk is separate and distinct from the risk that the market price of its common shares may decrease.

Available Opportunities and Competition for Investments

The success of the Company's investment operations will depend upon: (i) the availability of appropriate investment opportunities; (ii) its ability to identify, select, acquire, grow and exit those investments; and (iii) its ability to generate funds for future investments. The Company can expect to encounter competition from other entities having investment objectives similar to its own, including institutional investors and strategic investors. These groups may compete for the same investments as the Company, may be better capitalized, have more personnel, have a longer operating history and have different return targets than the Company. As a result, the Company may not be able to compete successfully for investments. In addition, competition for investments may lead to the price of such investments increasing which may further limit the Company's ability to generate desired returns. There can be no assurance that there will be a sufficient number of suitable investment opportunities available to the Company to invest in or that such investments can be made within a reasonable period of time. There can be no assurance that the Company will be able to identify suitable investment opportunities, acquire them at a reasonable cost or achieve an appropriate rate of return. Identifying attractive opportunities is difficult, highly competitive and involves a high degree of uncertainty. Potential returns from investments will be diminished to the extent that the Company is unable to find and make a sufficient number of investments.

Share Prices of Investments

The Company's investments in securities of public companies and exchange-traded digital assets are subject to volatility in the share prices of the companies and assets. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares or assets could be subject to wide fluctuations in response to various factors beyond the Company's control, including, quarterly variations in the subject companies' results of operations, changes in earnings (if any), estimates by analysts, conditions in the industry of the subject companies or projects and general market or economic conditions. In recent years equity and digital asset markets have experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on market prices, often unrelated to the operating performance of the specific companies and projects. Such market fluctuations could adversely affect the market price of the Company's investments.

Concentration of Investments

Other than as disclosed in this Investment Policy, there are no restrictions on the proportion of the Company's funds and no limit on the amount of funds that may be allocated to any particular investment, industry or sector. The Company may participate in a limited number of investments and, as a consequence, its financial results may be substantially adversely affected by the unfavourable performance of a single investment, or sector. Completion of one or more investments may result in a highly concentrated investment by the Company in a particular company, business, industry or sector.

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Dependence on Management

The Company is dependent upon the efforts, skill and business contacts of key members of management, for among other things, the information and deal flow they generate during the normal course of their activities and the synergies which exist amongst their various fields of expertise and knowledge. Accordingly, the Company's continued success will depend upon the continued service of these individuals who are not obligated to remain employed with it. The loss of the services of any of these individuals could have a material adverse effect on the Company's revenues, net income and cash flows and could harm its ability to maintain or grow its existing assets and raise additional funds in the future.

Matador Management Involvement

Matador's management may take board or advisory roles in invested companies which could pose several risks to Matador. Board roles can increase exposure to fiduciary duties and liabilities risking legal action, regulatory penalties, or reputational damage if obligations are unmet. Conflicts of interest may lead to disputes with other shareholders, while management's focus may shift from core operations, impacting performance. We also face risks from the investee company's operational, financial, or regulatory issues, such as non-compliance with various laws and regulations. There is no assurance that board participation will enhance investment value or align with our strategic goals.

Additional Financing Requirements

The Company anticipates ongoing requirements for funds to support its growth and may seek to obtain additional funds for these purposes through public or private equity or debt financing. There are no assurances that additional funding will be available to the Company at all, on acceptable terms or at an acceptable level. Any additional equity financing may cause shareholders to experience dilution, and any additional debt financing may result in increased interest expense or restrictions on the Company's operations or ability to incur additional debt. Any limitations on the Company's ability to access the capital markets for additional funds could have a material adverse effect on its ability to grow its investment portfolio.

No Guaranteed Return

There is no guarantee that an investment in the Company's securities will earn any positive return in the short term or long term. The task of identifying investment opportunities, monitoring such investments and realizing a significant return is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize a return on such investments successfully. The Company's past performance provides no assurance of its future success.

Management of Growth

Significant growth in the Company's business, as a result of acquisitions or otherwise, could place a strain on its managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve its technical, administrative and financial

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controls and reporting systems. No assurance can be given that the Company will succeed in these efforts. The failure to effectively manage and improve these systems could increase the Company's costs, which could have a material adverse effect on it.

Due Diligence

The due diligence process that the Company undertakes in connection with investments may not reveal all facts that may be relevant in connection with an investment. Before making investments, the Company conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Company may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the Company relies on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation that the Company will carry out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful.

Exchange Rate Fluctuations

A portion of the Company's portfolio may be invested in U.S. dollar denominated investments and investments denominated in other foreign currencies from time to time. Changes in the value of the foreign currencies in which the Company's investments are denominated could have a negative impact on the ultimate return on its investments and its overall financial performance.

Non-controlling Interests

The Company's investments include debt instruments and equity securities of companies that it does not control. These instruments and securities may be acquired by the Company in the secondary market or through purchases of securities from the issuer. Any such investment is subject to the risk that the company in which the investment is made may make business, financial or management decisions with which the Company does not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve the Company's interests. If any of the foregoing were to occur, the values of the Company's investments could decrease and its financial condition, results of operations and cash flow could suffer as a result.

SCHEDULE E
MATADOR TECHNOLOGIES INC.
STOCK OPTION PLAN

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Plan, the following terms have the following meanings:

1.1.1 "Affiliate" means any corporation that is an affiliate of the Corporation as defined in National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended from time to time.

1.1.2 "Applicable Laws" means, at any time, with respect to any Person, property, transaction or event, all applicable laws, statutes, regulations, treaties, judgments and decrees and (whether or not having the force of law) all applicable official directives, rules, consents, approvals, by-laws, permits, authorizations and orders of any Governmental Authority having authority over that Person, property, transaction or event.

1.1.3 "Blackout Period" means the period during which designated Persons cannot trade Shares pursuant to the Corporation's policy, if any, respecting restrictions on trading which is in effect at that time.

1.1.4 "Board" means the board of directors of the Corporation.

1.1.5 "Business Day" means any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario.

1.1.6 "Change of Control Transaction" means:

1.1.6.1 the acquisition of a sufficient number of voting securities in the capital of the Corporation so that the acquirer, together with Persons acting jointly or in concert with the acquirer, becomes entitled, directly or indirectly, to exercise more than 50% of the voting rights attaching to the outstanding voting securities in the capital of the Corporation (provided that, prior to the acquisition, the acquirer was not entitled to exercise more than 50% of the voting rights attaching to the outstanding voting securities in the capital of the Corporation);

1.1.6.2 the completion of a consolidation, merger, arrangement or amalgamation of the Corporation with or into any other entity whereby the voting securityholders of the Corporation immediately prior to the consolidation, merger, arrangement or amalgamation receive less than 50% of the voting rights attaching to the outstanding voting securities of the consolidated, merged, arranged or amalgamated entity; or

1.1.6.3 the completion of a sale whereby all or substantially all of the Corporation's undertakings and assets become the property of any other entity and the voting securityholders of the Corporation immediately prior to the sale hold less than 50% of the voting rights attaching to the outstanding voting securities of that other entity immediately following that sale.

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1.1.7 "Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, fund, association and any other entity other than an individual.

1.1.8 "Code" means the United States Internal Revenue Code of 1986, as amended.

1.1.9 "Corporation" means Matador Technologies Inc.

1.1.10 "Disability" means a physical or mental incapacity or disability that prevents the Eligible Person from performing the essential duties of the Eligible Person's employment or service with the Corporation or any Subsidiary, and that cannot be accommodated under applicable human rights laws without imposing undue hardship on the Corporation or the Subsidiary employing or engaging the Eligible Person, as determined by the Board for the purposes of this Plan.

1.1.11 "Early Expiry Date" is defined in Section 4.10.1.3.

1.1.12 "Eligible Consultant" means a person, other than an Eligible Employee, Executive of the Corporation or of a Related Entity of the Corporation, that:

1.1.12.1 is engaged to provide services to the Corporation or a Related Entity of the Corporation, other than services provided in relation to a distribution;

1.1.12.2 provides the services under a written contract with the Corporation or a Related Entity of the Corporation, and

1.1.12.3 spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Related Entity of the Corporation.

1.1.13 "Eligible Person" means any Eligible Employee, Executive or Eligible Consultant.

1.1.14 "Eligible Employee" means:

1.1.14.1 an individual who is considered a bona fide employee of the Corporation or any Subsidiary under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source);

1.1.14.2 an individual who works full-time for the Corporation or any Subsidiary providing services normally provided by a bona fide employee and who is subject to the same control and direction by the Corporation or the relevant Subsidiary over the details and methods of work as a bona fide employee of the Corporation or the relevant Subsidiary, but for whom income tax deductions are not made at source; or

1.1.14.3 an individual who works for the Corporation or any Subsidiary on a continuing and regular basis for at least 20 hours per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or the relevant Subsidiary over the details and methods of work as a bona fide employee of the Corporation or the relevant Subsidiary, but for whom income tax deductions are not made at source.

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1.1.15 "Exchange" means the TSX Venture Exchange.

1.1.16 "Exchange Hold Period" has the meaning ascribed to that phrase in Exchange Policy 1.1.

1.1.17 "Executive" means an individual who is a director or officer of the Corporation or a Subsidiary.

1.1.18 "Governmental Authority" means:

1.1.18.1 any federal, provincial, state, local, municipal, regional, territorial, aboriginal or other government, any governmental or public department, branch or ministry, or any court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority and any subdivision of any of them exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory, or taxing authority or power of any nature; and

1.1.18.2 any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them.

1.1.19 "Grant Date" means, for any Option, the date on which that Option is granted.

1.1.20 "Insider" means "Insider" as defined in the Securities Act.

1.1.21 "Investor Relations Activities" means "Investor Relations Activities" as defined in the Exchange policies (as amended at any time).

1.1.22 "Investor Relations Participant" means an Eligible Consultant that performs Investor Relations Activities or an Eligible Employee or Executive whose roles and duties primarily consist of Investor Relations Activities.

1.1.23 "Investor Relations Service Provider" means any Eligible Consultant that performs Investor Relations Activities and any Executive, Eligible Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

1.1.24 "Management Company Employee" means an individual employed by a company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.

1.1.25 "Market Price" has the meaning ascribed to that phrase in Exchange Policy 1.1.

1.1.26 "Option" means an option to purchase Shares granted to an Eligible Person under the terms of this Plan.

1.1.27 "Option Agreement" means an option agreement substantially in the form attached as Exhibit "A" to this Plan.

1.1.28 "Option Exercise Price" is defined in Section 4.3.

1.1.29 "Option Expiry Date" is defined in Section 4.4.

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1.1.30 "Participant" means an Eligible Person to whom an Option has been granted.

1.1.31 "Person" will be broadly interpreted and includes:

1.1.31.1 a natural person, whether acting in their own capacity, or in their capacity as executor, administrator, estate trustee, trustee or personal or legal representative, and the heirs, executors, administrators, estate trustees, trustees or other personal or legal representatives of a natural person;

1.1.31.2 a corporation or a company of any kind, a partnership of any kind, a sole proprietorship, a trust, a joint venture, an association, an unincorporated association, an unincorporated syndicate, an unincorporated organization or any other association, organization or entity of any kind; and

1.1.31.3 a Governmental Authority.

1.1.32 "Plan" means this stock option plan of the Corporation.

1.1.33 "Policy" means the Exchange's Corporate Finance Manual, including Policies, forms and appendices, as amended from time to time.

1.1.34 "Related Entity" means a Person that controls or is controlled by the Corporation or that is controlled by the same Person that controls the Corporation, if any.

1.1.35 "Remittance Amount" is defined in Section 4.9.1.1.

1.1.36 "Restricted Share Unit" means a unit credited by means of an entry on the books of the Corporation to a Participant, representing the right to receive on fully paid Shares or a cash payment in lieu thereof.

1.1.37 "Retirement" means retirement from active employment or service with the Corporation or a Subsidiary:

1.1.37.1 at or after age 65; or

1.1.37.2 with the consent of any officer of the Corporation as may be designated for the purposes of this Plan by the Board, at or after any earlier age and on the completion of any number of years of service as the Board may specify.

1.1.38 "Section 409A" means section 409A of the Code and applicable guidance issued thereunder.

1.1.39 "Securities Act" means the Securities Act (Ontario), as from time to time amended.

1.1.40 "Security Based Compensation Arrangements" means any incentive plan or compensation mechanism of the Corporation (other than this Plan) that involves the issuance or potential issuance of the securities of the Corporation, which for greater certainty, includes the Corporation's Restricted Share Unit plan.

1.1.41 "Security Based Compensation" includes any Restricted Share Unit, Securities for Services, Stock Appreciation Right, Option, Stock Purchase Plan, any security purchase from treasury by a Participant which is financially assisted by the Corporation by any means whatsoever, and any other compensation or incentive mechanism involving the issuance or

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potential issuance of securities of the Corporation from treasury to a Participant, and for greater certainty, does not include: (a) arrangements which do not involve the issuance from treasury or potential issuance from treasury of securities of the Corporation; (b) arrangements under which Security Based Compensation is settled solely in cash and/or securities purchased on the secondary market; or (c) Shares for Services and Shares for Debt arrangements under Exchange Policy 4.3 – Shares for Debt that have been conditionally accepted by the Exchange prior to November 24, 2021;

1.1.42 "Securities for Services" means an issuance of Shares, or Shares and share purchase warrants, pursuant to an agreement of the Corporation to pay for services to be provided to the Corporation in Shares, or Shares and share purchase warrants, rather than cash, and includes Shares for Services.

1.1.43 "Shares" means common shares in the capital of the Corporation.

1.1.44 "Shares for Debt" has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt.

1.1.45 "Shares for Services" has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt.

1.1.46 "Stock Appreciation Right" means a right granted to a Participant by the Corporation as compensation for employment or consulting services or services as an Executive, to receive cash and/or Shares of the Corporation based wholly or in part on appreciation in the trading price of the Corporation's publicly traded securities.

1.1.47 "Stock Purchase Plan" means the plan whereby the Corporation provides financial assistance or pursuant to which the Participant is allowed to purchase securities of the Corporation (often at a discount to Market Price), or pursuant to which the Participant is entitled to receive additional securities of the Corporation upon subscribing for a pre-established number of securities of the Corporation, which securities may be issued from the treasury of that Corporation or purchased on the secondary market.

1.1.48 "Subsidiary" means a body corporate that is controlled by the Corporation and, for the purposes of this definition, a body corporate will be deemed to be controlled by the Corporation if the Corporation, directly or indirectly, has the power to direct the management and policies of the body corporate by virtue of ownership of, or direction over, voting securities in the body corporate.

1.1.49 "Termination Date" means:

1.1.49.1 in the case of a Participant who dies, the date of death; and

1.1.49.2 in all other cases, the date designated by the Corporation or a Subsidiary, in written notice to a Participant, as the day on which that Participant's employment with or provision of services to the Corporation or the Subsidiary (as the case may be) ceases for any reason whatsoever (whether or not that cessation of employment or service is lawful, but provided that, in the case of a voluntary resignation or voluntary termination by that Participant, the Termination Date may not be earlier than the date notice of that voluntary resignation or termination was first given by that Participant); and "Termination Date" specifically does not mean the date on which any period of notice, which the Corporation or that Subsidiary may be required to provide to (or that may be claimed by) that Participant, expires.

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For greater clarity, the Termination Date will be determined without regard to any applicable notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages, damages for the failure to provide reasonable notice, period of salary continuation or of deemed employment or of deemed service, or any claim whatsoever by the Participant to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner).

1.1.50 "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

1.1.51 "U.S. Participant" shall mean any Participant who is a "U.S. person" (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or who is holding or exercising Options in the United States.

1.1.52 "U.S. Securities Act" means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

1.1.53 "U.S. Taxpayer" means a Participant who is a citizen of the United States or a permanent resident of the United States, in each case as defined in section 7701(a)(30) and section 7701(b)(1) of the Code, and such other Participants to the extent their Options awarded under the Plan are subject to United States federal income tax under the Code.

1.2 Certain Rules of Interpretation

1.2.1 In this Plan, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the words "including" or "includes" in this Plan is to be construed as meaning "including, without limitation" or "includes, without limitation", respectively.

1.2.2 The division of this Plan into Articles and Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Plan.

1.2.3 References in this Plan to an Article, Section or Exhibit are to be construed as references to an Article, Section or Exhibit of or to this Plan unless otherwise specified.

1.2.4 Unless otherwise specified in this Plan, time periods within which or following which any calculation or payment is to be made, or action is to be taken, will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. Unless otherwise determined by the Board, if an Option would, under the terms of this Plan or the Option Agreement, otherwise expire or terminate on a day that is not a Business Day, the Option will expire or terminate on the next Business Day.

1.2.5 Unless otherwise specified, any reference in this Plan to any statute, rule or policy includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute, rule or policy as amended, modified, restated, supplemented, extended, re-enacted, replaced or superseded at any time.

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1.3 Governing Law

This Plan and each Option Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province without giving effect to the conflicts of laws principles thereof and without reference to the laws of any other jurisdiction. The Corporation and each Participant hereby attorn to the jurisdiction of the courts of Ontario.

ARTICLE 2 ESTABLISHMENT OF PLAN

2.1 Purpose

2.1.1 The Corporation establishes this Plan to govern the grant, administration and exercise of Options which may be granted to Eligible Persons. The Corporation and the Eligible Person must ensure and confirm that the Eligible Person is a bona fide Eligible Employee, Executive or Eligible Consultant.

2.1.2 The principal purposes of this Plan are to provide the Corporation with the advantages of the incentive inherent in equity ownership on the part of Eligible Persons who are responsible for the continued success of the Corporation; to create in those Eligible Persons a proprietary interest in, and a greater concern for, the welfare and success of the Corporation; to encourage Eligible Persons to remain with the Corporation and any Subsidiaries; and to attract new Eligible Employees, Executives and Eligible Consultants.

2.1.3 This Plan is expected to benefit shareholders by enabling the Corporation to attract and retain personnel of the highest calibre by offering them an opportunity to share in any increase in value of the Shares resulting from their efforts.

2.2 Shares Reserved and Plan Limits

2.2.1 The number of Shares that may be reserved for issuance under this Plan and under any other Security Based Compensation Arrangements will not exceed, in the aggregate, 20,153,097 Shares on each Grant Date.

2.2.2 The Corporation will at all times during the term of this Plan reserve and keep available the number of Shares necessary to satisfy the requirements of this Plan.

2.3 Limits on Certain Grants

2.3.1 The maximum aggregate number of Shares that are issuable pursuant to this Plan and all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares at any point in time (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange)

2.3.2 The maximum aggregate number of Shares that are issuable pursuant to this Plan and all Security Based Compensation granted or issued in any 12 month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Corporation

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2.3.3 The maximum aggregate number of Shares that are issuable pursuant to this Plan and all Security Based Compensation granted or issued in any 12 month period to any one Person (and where permitted under the policies of the Exchange, any Companies that are wholly owned by that Person) must not exceed 5% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);

2.3.4 An Option may only be granted to any one Eligible Consultant under this Plan if the number of Shares reserved for issuance under that Option, when combined with the number of Shares reserved for issuance under all Options granted in any 12 month period before the Grant Date by the Corporation to Eligible Consultants, does not exceed, in aggregate, 2% of the outstanding Shares on the Grant Date.

2.3.5 An Option may only be granted to Eligible Employees, Executives or Eligible Consultants engaged in Investor Relations Activities under this Plan if the number of Shares reserved for issuance under that Option, when combined with the number of Shares reserved for issuance under all Options granted in any 12 month period before the Grant Date by the Corporation to all Investor Relations Participants, does not exceed, in aggregate, 2% of the outstanding Shares on the Grant Date.

2.3.6 Investor Relations Service Providers may not receive any Security Based Compensation other than Options.

2.4 Exercised Options

Any number of Shares that have been issued on the exercise of an Option will again be available for grants under this Plan, and will be considered to be part of the pool of Shares available for Options under this Plan.

2.5 Expired or Terminated Options

If and to the extent any Option granted under this Plan expires or is terminated without having been exercised in whole or in part, the number of Shares then subject to that Option will be considered to be part of the pool of Shares available for Options under this Plan.

2.6 Non-Exclusivity

Nothing contained in this Plan will prevent the Board from adopting other or additional incentive compensation arrangements, whether Securities Based Compensation Arrangements or otherwise.

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ARTICLE 3

ADMINISTRATION OF PLAN

3.1 Administration of the Plan

3.1.1

Subject to the provisions of this Plan, Applicable Laws, and the applicable rules and policies of the Exchange (or any other stock exchange or market on which the Shares are listed), the Board, will have full power and authority to:

3.1.1.1 administer this Plan in accordance with its express terms;
3.1.1.2 determine all questions arising in connection with the administration, interpretation, and application of this Plan;
3.1.1.3 prescribe, amend, and rescind rules and regulations relating to the administration of this Plan; and
3.1.1.4 make all other determinations necessary or advisable for the administration of this Plan.

All determinations made in good faith on the matters referred to in this Section 3.1 will be final, conclusive, and binding on the Corporation and the relevant Participant.

3.1.2

Subject to Applicable Laws, and the applicable rules and policies of the Exchange (or any other stock exchange or market on which the Shares are listed), the Board may, by resolution, at any time:

3.1.2.1 delegate any of its powers, rights and obligations under Section 3.1 to any committee of the Board; and
3.1.2.2 amend or rescind the delegation of any of its rights, powers and obligations effected under Section 3.1.2.1.

3.2 Record Keeping

The Corporation will maintain a register in which will be recorded:

3.2.1

with respect to each Option granted to a Participant:

3.2.1.1 the name and address of the Participant;
3.2.1.2 the Grant Date;
3.2.1.3 the number of Shares issuable under the Option as of the Grant Date;
3.2.1.4 the Option Exercise Price;
3.2.1.5 any vesting conditions;
3.2.1.6 the number of Shares issued under the Option (and the dates of issuance); and
3.2.1.7 the Option Expiry Date; and

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3.2.2 the aggregate number of Shares subject to Options.

3.3 Adjustments to Options

3.3.1 If any material change in the outstanding Shares occurs by reason of any stock dividend, split, recapitalization, amalgamation, merger, consolidation, combination or exchange of Shares or other similar corporate change, the Board may make any proportionate adjustments to this Plan and any outstanding Options that the Board deems equitable and appropriate to reflect that change. Any adjustment, other than in connection with a security consolidation or security split, to Security Based Compensation granted or issued under a Security Based Compensation Arrangement must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

3.3.2 No fractional Shares will be issued on the exercise of an Option. If, as a result of any adjustment as provided in this Section 3.3, a Participant would be entitled to a fractional Share, the Participant will have the right to purchase only the number of full Shares that is calculated under that adjustment, and no payment or other adjustment will be made with respect to that fractional Share.

3.4 Termination of the Plan

The Board may terminate this Plan at any time in its absolute discretion (without shareholder approval). If this Plan is terminated, no further Options will be granted but the Options then outstanding will continue in full force and effect in accordance with the provisions of this Plan, until the time they are exercised or terminated or expire under the terms of this Plan and the applicable Option Agreements.

3.5 General

The existence of any Option will not affect, in any way, the right or power of the Corporation to:

3.5.1 make or authorize any recapitalization, reorganization or other change in the Corporation's capital structure or business;

3.5.2 participate in any amalgamation, combination, merger or consolidation;

3.5.3 create or issue any securities or change the rights and conditions attaching to any of its securities;

3.5.4 effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business; or

3.5.5 effect any other corporate act or proceeding, whether of similar character or otherwise.

3.6 Compliance with Applicable Laws

3.6.1 This Plan, the grant and exercise of Options, the Corporation's obligation to issue Shares on the exercise of Options, and all other actions taken under this Plan will be subject to Applicable Laws, to the applicable rules and policies of the Exchange (or any other stock exchange or market on which the Shares are listed) and to any approvals by any

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Governmental Authority that, in the opinion of counsel to the Corporation, are necessary or advisable.

3.6.2 No Option will be granted and no Shares issued under this Plan if that grant or issue would require registration of this Plan or of Shares under the securities laws of any foreign jurisdiction. The Board shall not grant Options to residents of the United States unless such Options and the Shares issuable upon exercise thereof are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act. Any purported grant of any Option or issue of Shares under this Plan in violation of this Section 3.6.2 will be void.

3.6.3 All Security Based Compensation is subject to any applicable resale restrictions under securities laws and the Exchange Hold Period, where applicable. If the Exchange Hold Period is applicable, all Options and any Shares issued under Options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Options were granted. In addition, the Exchange Hold Period (commencing on the date the Options are granted) is required for Options granted to Insiders or Eligible Consultants or granted at any discount to the Market Price.

ARTICLE 4

TERMS OF OPTIONS

4.1 Grants

4.1.1 Subject to the provisions of this Plan, the Board will have the authority to grant Options to Eligible Persons, and to determine the terms and conditions applicable to the exercise of those Options, including, for each Option:

4.1.1.1 the number of Shares issuable under the Option;
4.1.1.2 the Option Exercise Price;
4.1.1.3 the Option Expiry Date;
4.1.1.4 the vesting conditions, if any;
4.1.1.5 the nature and duration of the restrictions, if any, to be imposed on the sale or other disposition of Shares acquired on the exercise of the Option; and
4.1.1.6 the events, if any, that could give rise to a termination or expiry of the Participant's rights under the Option, and the period in which such a termination or expiry can occur.

4.1.2 Each Option must be confirmed by an Option Agreement executed by the Corporation and by the Participant to whom that Option is granted. Subject to specific variations approved by the Board in respect of any Option, those variations not to be inconsistent with the provisions of this Plan, all terms and conditions set out in this Plan will be incorporated by reference into and form part of each Option Agreement.

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4.1.3 If an Option is to be granted to an Eligible Employee or an Eligible Consultant, the Corporation and the Person to whom that Option is proposed to be granted are responsible for ensuring and confirming that the Person is an Eligible Employee or Eligible Consultant.

4.2 Multiple Grants

An Eligible Person may be granted Options on more than one occasion under this Plan and be granted separate Options on any one occasion.

4.3 Option Exercise Price

The Board will set the option exercise price (the "Option Exercise Price") in respect of each Share issuable under an Option granted to a Participant. The Option Exercise Price will not be less than the fair market value of a Share on the Grant Date and, if the Shares are listed on the Exchange, will be subject to the minimum Option Exercise Price permitted by the Exchange provided that for U.S. Participants, regardless of the minimum Exercise Price permitted by the Exchange, the Option Exercise Price will not be less than the fair market value of a Share on the Grant Date. For the purposes of this Section 4.3, "fair market value" means:

4.3.1 if the Shares are listed on the Exchange, the last closing price of the Shares on the Exchange before the grant of the Option;

4.3.2 if the Shares are not then listed on the Exchange, but are listed on another stock exchange or market, the last closing price of the Shares on the stock exchange or market before the grant of the Option; or

4.3.3 if Sections 4.3.1 and 4.3.2 do not apply, the value of a Share determined by the Board, taking into account any considerations that it determines to be appropriate at the relevant time, and with respect to Options awarded to U.S. Participants, using valuation principles in accordance with Section 409A.

4.4 Option Expiry Date

4.4.1 The Board will, on the Grant Date, set the option expiry date (the "Option Expiry Date") of each Option granted to a Participant. The Option Expiry Date set under this Section 4.4 will be no later than ten years after the Grant Date, and will be subject to earlier expiry in accordance with Section 4.10 and Section 4.11, and later expiry in accordance with Section 4.7.

4.5 Vesting of Options

4.5.1 Subject to Section 4.5.3, and unless accelerated by the Board under Section 4.5.2 or Section 4.11, an Option will vest and become exercisable subject to the vesting schedule and other terms set out in the relevant Option Agreement.

4.5.2 Subject to Section 4.5.3, the Board may, at any time, accelerate the date on which any Option will vest and become exercisable.

4.5.3 An Option granted to an Investor Relations Participant will vest over a period of not less than 12 months from the Grant Date, and as to no more than 1/4 of the Shares issuable under the Option in any three-month period.

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4.6 Exercise of Options

4.6.1 An Option will be exercisable until 5:00 p.m. (Eastern time) on the Option Expiry Date, but only to the extent that it has vested and has not expired or been terminated.

4.6.2 Subject to the provisions of this Plan and the related Option Agreement, an Option may be exercised, in whole or in part, at any time by delivery to the Corporation of a written notice of exercise, substantially in the form of Schedule "A" to Exhibit "A" to this Plan, specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full of the Option Exercise Price of the Shares to be purchased. Payment of the Option Exercise Price must be made by cash, bank draft or certified cheque.

4.7 Blackout Periods

No Option may be exercised during a Blackout Period, if the Participant is then restricted from trading in Shares pursuant to any policy of the Corporation or Applicable Laws. If an Option Expiry Date set under Section 4.4 falls on a date within a Blackout Period or within nine Business Days following the expiration of a Blackout Period, the expiry date for that Option will be automatically extended, without any further act or formality, to that date that is the tenth Business Day after the end of the Blackout Period. This Section 4.7 will not extend any termination or expiry date determined under Section 4.10 or 4.11.

4.8 Amendments to Plan or Options

The Board may amend this Plan or any Option at any time, subject to the requirements of the Exchange (or any other stock exchange or market on which the Shares are listed), including any shareholder approval requirements, provided that:

4.8.1 if an amendment materially impairs an Option or is materially adverse to its holder, the amendment will not take effect in respect of that Option until the consent of the Participant holding the Option has been obtained; and

4.8.2 any reduction in the Option Exercise Price or the extension of the term of an Option held by an Insider is subject to the receipt of disinterested shareholder approval.

4.9 Withholding of Tax

4.9.1 The Corporation and any Subsidiary may take reasonable steps for the withholding of any taxes or other source deductions that it is required by Applicable Laws or the requirements of any Governmental Authority to remit in connection with this Plan, any Option or any issuance of Shares upon the exercise of an Option, including:

4.9.1.1 deducting and withholding the amount required to be remitted (the "Remittance Amount") from any cash remuneration or any other amount payable to a Participant, whether or not related to the Plan, the exercise of any Options or the issue of any Shares;

4.9.1.2 permitting the Participant to make a cash payment to the Corporation equal to the Remittance Amount; or

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4.9.1.3 selling, or causing a broker engaged by the Corporation to sell, on behalf of any Participant, that number of Shares issued to the Participant pursuant to an exercise of Options, such that the amount received by the Corporation or Subsidiary from the proceeds of the sale will be sufficient to satisfy the obligation to remit the Remittance Amount (and to fund any commissions payable to the broker and other costs and expenses of the transaction).

4.9.2 Any Shares of a Participant that are sold by the Corporation, or by a broker engaged by the Corporation, to fund a Remittance Amount will be sold as soon as practicable, and, if applicable, in transactions effected on the Exchange on which the Shares are then listed for trading. In effecting the sale of any Shares, the Corporation or the broker will exercise its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Corporation nor the broker will be liable for any loss arising out of any sale of Shares, including any loss relating to the manner or timing of any sale, the prices at which the Shares are sold, or otherwise. In addition, neither the Corporation nor the broker will be liable for any loss arising from a delay in the issuance or sale of any Shares to a Participant. The sale price of Shares sold on behalf of Participants will fluctuate with the market price of the Shares and no assurance can be given that any particular price will be received upon any sale.

4.10 Termination of Employment or Service

4.10.1 Unless otherwise determined by the Board under Section 4.11 or otherwise specified in the relevant Option Agreement:

4.10.1.1 a Participant immediately ceases to be eligible to receive further grants of Options under this Plan as of the Termination Date or any earlier date determined under Section 4.10.5;

4.10.1.2 any unvested portion of any Option held by a Participant will immediately expire as of the Termination Date; and

4.10.1.3 any vested portion of any Option held by a Participant will expire on the earlier of the Option Expiry Date set by the Board under Section 4.4 (without including any extended expiry terms determined under Section 4.7) and:

4.10.1.3.1 in the case of termination of employment by the Corporation or a Subsidiary without cause, or the failure of a director of the Corporation standing for election to be re-elected, or the failure by the Corporation or a Subsidiary to renew a contract for services at the end of its term, the date that is 90 days after the Termination Date (whether or not that termination, non-reelection or non-renewal is lawful and whether or not it occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation or damages in lieu of that notice);

4.10.1.3.2 in the case of the death of the Participant, the date that is one year after the death;

4.10.1.3.3 in the case of the Disability or Retirement of the Participant, the date that is one year after the Termination Date; and

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4.10.1.3.4 in all other cases, the Termination Date,

(the date determined under Sections 4.10.1.3.1 to 4.10.1.3.4, the "Early Expiry Date"). For greater clarity, the Early Expiry Date will be determined without regard to any applicable notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages, damages for the failure to provide reasonable notice, period of salary continuation or of deemed employment or of deemed service, or any claim whatsoever by the Participant to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner).

4.10.2 Unless otherwise determined by the Board, Options will not be affected by any change of employment or provision of services within or among the Corporation or any Subsidiaries, so long as the Participant continues to be an Eligible Person.

4.10.3 The Early Expiry Date will be determined based on the first of the events described in Sections 4.10.1.3.1 to 4.10.1.3.4 to occur.

4.10.4 Options granted under this Plan are not part of a Participant's regular employment or consulting compensation.

4.10.5 Unless otherwise determined by the Board, a Participant immediately ceases to be eligible to receive further grants of Options under this Plan effective as of the date that the Corporation or a Subsidiary first provides written notice to the Participant that their employment or service will terminate for any reason whatsoever, even if that written notice is delivered prior to the Termination Date (whether or not that termination is lawful and whether or not it occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation or damages in lieu of that notice); provided that, in the case of termination due to the voluntary resignation or voluntary termination by the Participant, that written notice may not be delivered earlier than the date notice of that voluntary resignation or termination was first given by that Participant.

4.10.6 No value will be attributed to any Options, or any potential grant of Options, as part of any calculation of a Participant's notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages, damages for the failure to provide reasonable notice, or any claim whatsoever by the Participant to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner).

4.11 Change of Control

4.11.1 Despite any other provision of this Plan or any Option Agreement, in the event of an actual or potential Change of Control Transaction, the Board has the right, in its sole discretion and on the terms it sees fit, without any action or consent required on the part of any Participant, to deal with any Options (or any portion of any Options) in the manner it deems equitable and appropriate in the circumstances, including the right to:

4.11.1.1 determine that any Options (or any portion of any Options) will remain in full force and effect in accordance with their terms after the Change of Control Transaction;

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4.11.1.2 cause any Options (or any portion of any Options) to be converted or exchanged for options to acquire shares of another entity involved in the Change of Control Transaction, having the same value and terms and conditions as the Options;
4.11.1.3 accelerate the vesting of any unvested Options;
4.11.1.4 provide Participants with the right to surrender any Options (or any portion of any Options) for an amount per underlying Share equal to the positive difference, if any, between the fair market value of the Share on the date of surrender and the Option Exercise Price; and
4.11.1.5 accelerate the date by which any Options (or any portion of any Options) must be exercised.

4.11.2 The Corporation will use its best efforts to give the affected Participants written notice of any determination made by the Board under Section 4.11.1 at least 14 days before the effective date of the Change of Control Transaction.

4.12 Transferability

4.12.1 Subject to Section 4.12.2, the Options and all benefits and rights accruing to a Participant in accordance with the terms and conditions of this Plan are not directly or indirectly transferable and cannot be assigned, charged, pledged or hypothecated, or otherwise alienated, by a Participant, whether voluntarily, involuntarily, by operation of law or otherwise.

4.12.2 On a Participant's death, vested Options, benefits and rights may pass by the Participant's will or the laws of descent and distribution to the legal representative of the Participant's estate or any other Person who acquires the Participant's vested Options by bequest or inheritance. No transfer of a vested Option by will or by the laws of descent and distribution will be effective to bind the Corporation until the Corporation has been furnished with any evidence that the Corporation may deem necessary to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions of this Plan and the relevant Option Agreement.

4.13 Compliance with U.S. Securities Laws

Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable U.S. state corporate laws, U.S. federal and state securities laws, the Code, and the Applicable Laws of any jurisdiction in which Options are granted under the Plan, the terms attached hereto as Exhibit "B" shall apply to all such Options granted to residents of the State of California, until such time as the Board amends this Section 4.13 or Exhibit "B" or the Board otherwise provides.

ARTICLE 5 MISCELLANEOUS PROVISIONS

5.1 No Rights as Shareholder

The holder of an Option will not have any rights as a shareholder of the Corporation with respect to any of the Shares issuable on exercise of that Option until that holder has exercised that Option in accordance with the terms of this Plan and has been issued the Shares.

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5.2 No Employment Rights

Nothing in this Plan or any Option will confer on a Participant any right to continue in the employment or service of the Corporation or any Subsidiary or affect in any way the right of the Corporation or any Subsidiary to terminate the Participant's employment or service at any time; nor will anything in this Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Subsidiary to extend the employment or service of any Participant beyond the date on which the Participant's relationship with the Corporation or any Subsidiary would otherwise be terminated due to Retirement or pursuant to the provisions of any employment, consulting or other contract for services with the Corporation or any Subsidiary.

5.3 No Undertaking or Representation

The Participants, by participating in this Plan, will be deemed to have accepted all risks associated with acquiring Shares pursuant to this Plan. Each Participant acknowledges that the Shares are subject to, and may be required to be held indefinitely under, applicable securities laws. The Corporation and the Subsidiaries make no undertaking, representation, warranty or guarantee as to the future value or price, or as to the listing on any stock exchange or other market, of any Shares issued under this Plan, and will not be liable to any Participant for any loss resulting from that Participant's participation in this Plan or as a result of the amendment, suspension or termination of this Plan or any Option in accordance with its terms. The Corporation's exercise of its rights of amendment, suspension or termination of this Plan or any Option in accordance with its terms will not constitute (i) a breach of any Participant's employment, consulting or other contract for services with the Corporation or any Subsidiary, or (ii) grounds for any Participant to claim constructive dismissal or constructive termination.

5.4 Notices

All written notices to be given by a Participant to the Corporation will be delivered personally or by registered mail, postage prepaid, to the registered office address of the Corporation.

Any notice given by a Participant pursuant to the terms of an Option will not be effective until actually received by the Corporation at the above address.

5.5 Further Assurances

Each Participant will, when requested to do so by the Corporation, sign and deliver all documents relating to the granting or exercise of Options deemed necessary or desirable by the Corporation. Each Participant will provide the Corporation with all information (including personal information) that is necessary for the administration of this Plan, and each Participant consents to the collection, use and disclosure of information by the Corporation necessary for the administration of this Plan.

5.6 Submission to Jurisdiction

Without prejudice to the ability of the Corporation or any Participant to enforce this Plan or any Option Agreement in any other proper jurisdiction, the Corporation and each Participant irrevocably and unconditionally submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity, arising from this Plan and each Option Agreement. To the extent permitted by Applicable Laws, the Corporation and each Participant:

5.6.1 irrevocably waives any objection, including any claim of inconvenient forum, that it may now or in the future have to the venue of any legal proceeding arising out of or relating to this

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Plan or any Option Agreement in the courts of that Province, or that the subject matter of this Plan or any Option Agreement may not be enforced in those courts;

5.6.2 irrevocably agrees not to seek, and waives any right to, judicial review by any court that may be called on to enforce the judgment of the courts referred to in this Section 5.6, of the substantive merits of any suit, action or proceeding; and

5.6.3 to the extent the Corporation or any Participant has or may acquire any immunity from the jurisdiction of any court or from any legal process, whether through service or notice, attachment before judgment, attachment in aid of execution, execution or otherwise, with respect to itself or its property, that Person irrevocably waives that immunity in respect of its obligations under this Plan and any Option Agreement.

4910-2626-4102.4

EXHIBIT “A”

TO STOCK OPTION PLAN

MATADOR TECHNOLOGIES INC.

OPTION AGREEMENT

THIS AGREEMENT is dated as of • (Insert the Grant Date.) between Matador Technologies Inc. (the "Corporation") and • (Insert the name of the Participant.) (the "Participant").

CONTEXT:

A. The Corporation has a stock option plan with an effective date of • (as it may be amended at any time in accordance with its terms, the "Plan"). A copy of the Plan in effect on the date of this agreement has been (or is concurrently being) provided to the Participant.

B. The board of directors of the Corporation has authorized the granting to the Participant of an option under the Plan, having the terms set out in this agreement (the "Option").

THEREFORE, the parties agree as follows:

The Plan. The Participant agrees to be bound by the terms of the Plan (which may be amended). The terms and conditions of the Plan are deemed to be incorporated into and to form a part of this agreement. In the event of any inconsistency between the terms of the Plan and the terms of this agreement, the terms of the Plan will prevail.
Grant of Option. The Corporation grants, and the Participant accepts, the Option to purchase
• common shares in the capital of the Corporation (the "Shares").
Exercise Price. The exercise price under the Option is $• per Share.
Vesting. The Option will vest and become exercisable as follows:

Number of Shares	Vesting Date
•	•
•	•

Exercise of Vested Option. The Option may be exercised, in whole or in part, at any time up to and including 5:00 p.m. (Eastern time) on •, but only to the extent that it has vested and has not expired or been terminated. To exercise the Option, in whole or in part, all conditions for exercise under the Plan must have been met, and the Participant must deliver to the Corporation a written notice of exercise, substantially in the form of Schedule "A" to this agreement, accompanied by payment in full of the exercise price of the Shares to be purchased. Payment of the exercise price must be made by cash, bank draft or certified cheque.
Effect of Termination. The expiry of the Option will be accelerated if the Participant ceases to be an Eligible Employee, Executive or Eligible Consultant (each as defined in the Plan), as set out in further detail in section 4.10 of the Plan.

Option Agreement
Page 2 of 3

Participant initials
I have read, and I understand, section 6 above and section 4.10 of the Plan.

Withholding Taxes. The Corporation may take reasonable steps for the withholding of any taxes or other source deductions that it is required to remit in connection with the Option or any issuance of Shares upon the exercise of the Option, as described in more detail in the Plan.

Participant initials
I have read, and I understand, section 7 above and section 4.9 of the Plan.

Transferability. The Participant will not, directly or indirectly, transfer or assign the Option, except as expressly permitted in the Plan.

Participant initials
I have read, and I understand, section 8 above and section 4.12 of the Plan.

Rights of Participant. The Participant will not have any rights as a shareholder of the Corporation with respect to any of the Shares issuable on exercise of the Option until the Participant has exercised the Option in accordance with the terms of the Plan and has been issued the Shares. Nothing in the Plan or this agreement will confer on the Participant any right to continue in the employment or service of the Corporation or any Subsidiary (as defined in the Plan) or affect in any way the right of the Corporation or any Subsidiary to terminate the Participant's employment or service at any time.

Participant initials
I have read, and I understand, section 9 above and sections 5.1 and 5.2 of the Plan.

Participant Acknowledgement, Representation and Waiver.

Participant initials
I understand that the Corporation is relying on my acknowledgement, representation and waiver in this section 10 in granting the Option to me under this agreement.

Participant initials
Before accepting this agreement, I have had the opportunity to receive independent legal advice from my own counsel with respect to the terms of the Plan and this agreement, or have chosen not to do so in my own discretion, and I understand the risks associated with acquiring Shares pursuant to the Plan.

Participant initials
I represent that the provisions of the Plan and this agreement that impose limitations and forfeiture consequences in relation to the termination for any reason whatsoever of my status as an Eligible Person have been adequately brought to my attention, and I have read and understood them.

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Participant initials
Accordingly, I waive irrevocably any right I may have to assert that the terms of the Plan and this agreement should not be binding on me because they were not brought to my attention, were not read by me, or were not understood by me, even if, before signing this agreement and despite my representation to the contrary, I did not in fact fully read and understand the Plan and this agreement.

Participant initials
I understand that there is no assurance that I will receive a grant of Options in the future, and that the Options granted hereunder have been issued in accordance with the Corporation's policies, which may be amended from time to time.

U.S. Securities Restrictions. The Participant acknowledges and agrees that the Options and any Shares that may be issued by the Corporation pursuant to the exercise of the Options have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States. The Options and the Shares may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom, and the Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Options or the Shares. The Participant further acknowledges and covenants that if it is a U.S. person, or was present in the United States at the time it was granted the Options or at the time it executed and delivered this Option Agreement, the U.S. Participant Supplement annexed hereto as Schedule "B" will be deemed to be incorporated by reference into and form a part of this Option Agreement. "U.S. person" and "United States" are as defined in Regulation S under the U.S. Securities Act.
Enurement. This agreement enures to the benefit of and is binding upon the parties and their respective heirs, successors, assigns and representatives.
Governing Law. This agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in that Province.
Time of Essence. Time is of the essence in all respects of this agreement.
Counterparts. This agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and those counterparts will together constitute one and the same instrument.
Electronic Signatures. Delivery of this agreement by facsimile, e-mail or other functionally equivalent electronic means of transmission constitutes valid and effective delivery.

Each of the parties has executed and delivered this agreement as of the date noted at the beginning of this agreement.

Matador Technologies Inc.

by:
Name:
Title:
• (Insert name of the Participant.)

4910-2626-4102.4

SCHEDULE “A”

TO OPTION AGREEMENT

MATADOR TECHNOLOGIES INC.

STOCK OPTION PLAN
NOTICE OF EXERCISE

TO: Matador Technologies Inc. (the "Corporation")

DATE:

RE: Stock Option Plan (the "Plan")

I refer to the option (the "Option") granted to me under the Plan and evidenced by an option agreement dated ___, 20_____, under which I was granted, subject to the terms of that option agreement, an option to subscribe for common shares in the capital of the Corporation (the "Shares").

I subscribe for __ Shares under the Option at $ __ per Share, payment for which in the aggregate amount of $ ___ accompanies this subscription.

In connection with this exercise, the undersigned must mark one of Box A, Box B or Box C:

Box A

The undersigned hereby certifies that (i) it did not acquire the Option in the United States (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or at a time when the undersigned was a "U.S. Person" (as that term is defined in the U.S. Securities Act) or acting for the account or benefit of a U.S. Person or a person in the United States, (ii) it is not in the United States or a U.S. Person, (iii) the Option is not being exercised for the account or benefit of a U.S. Person or a person in the United States, and (iv) this Notice of Exercise of Stock Options was not executed or delivered in the United States.

Box B

The undersigned represents, warrants and certifies that it (a) acquired the Options directly from Corporation pursuant to the Option Agreement; (b) is exercising the Options solely for its own account; and (c) is an "accredited investor" (within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended, on the date of exercise of the Options pursuant to this Notice of Exercise.

Box C

An (i) exemption from registration under the U.S. Securities Act and all applicable state securities law is available for the issuance of common shares underlying this Option or (ii) the Options and common shares issuable on exercise of the Options have been registered under the U.S. Securities Act pursuant to a Form S-8 registration statement, and attached hereto is an opinion

of counsel or other evidence to such effect, it being understood that any opinion of counsel or other evidence tendered in connection with the exercise of this Option must be in form and substance satisfactory to the Corporation.

Will you please cause those Shares to be registered as follows:

(Insert full name and address of purchaser including postal code.)

If I am a U.S. person, or was present in the United States at the time I was offered the Option or at the time I signed the option agreement, the U.S. Participant Supplement annexed to the option agreement as Schedule "B" will be deemed to be incorporated by reference into and form a part of this Notice of Exercise and I acknowledge and agree that the certificate representing the Shares will bear, in accordance with the terms of the U.S. Participant Supplement, a legend restricting transfer without registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable state securities laws unless an exemption from such registration is available. "U.S. person" and "United States" are as defined in Regulation S under the U.S. Securities Act.

Signed,

(Signature)

(Name)

4910-2626-4102.4

SCHEDULE "B"

TO OPTION AGREEMENT

MATADOR TECHNOLOGIES INC.

STOCK OPTION PLAN
U.S. PARTICIPANT SUPPLEMENT

If the Participant is a U.S. person, or was present in the United States at the time the Eligible Person was offered the Option or at the time the Participant executed the Option Agreement (the "U.S. Optionholder"), the U.S. Optionholder acknowledges and agrees that:

The Option and any Shares that may be issued by the Corporation in respect of vested Option pursuant to the Plan have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and the issuance hereby is being made pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Option is, and, upon issuance, the Shares will be, "restricted securities" as such term is defined in Rule 144 under the U.S. Securities Act, and, therefore may not be offered or sold by the U.S. Optionholder, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities laws or in compliance with an available exemption therefrom. The U.S. Optionholder understands that the certificate(s) representing the Option and any Shares issued in respect of vested Option pursuant to the Plan will contain a legend in respect of such restrictions as set out in Section 3 below.
The U.S. Optionholder understands that if the U.S. Optionholder decides to offer, sell or otherwise transfer any of the Options or the Shares, the U.S. Optionholder may not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

a. the sale is to the Corporation;
b. the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act ("Regulation S") and in compliance with applicable local laws and regulations;
c. the sale is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or
d. the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and the U.S. Optionholder has prior to such sale furnished to the Corporation an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Corporation.

The certificate(s) representing the Option and the Shares, if any, that are issued by the Corporation and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

"THE SECURITIES REPRESENTED HEREBY [for Options, add: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES

LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO MATADOR TECHNOLOGIES INC. (THE "CORPORATION"), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION OR THE CORPORATION'S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

provided, that if the Option or such Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation, substantially in the form attached as Exhibit I hereto (or in such other form as the Corporation or its transfer agent may prescribe from time to time) and, if requested by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; provided, further, that, if any Option or such Shares are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the Corporation and its registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

The certificate(s) representing the Option that are issued by the Corporation and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

"THE OPTIONS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE OPTIONS REPRESENTED HEREBY MAY NOT BE EXERCISED IN THE UNITED STATES OR BY, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON OR A PERSON IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES LAWS AND APPLICABLE STATE SECURITIES LAWS. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE U.S. SECURITIES ACT."

4910-2626-4102.4

The U.S. Optionholder did not acquire the Option and will not be acquiring any Shares that may be issued by the Corporation as a result of general solicitation or general advertising as those terms are used in Regulation D under the U.S. Securities Act.
If the U.S. Optionholder is resident in the State of California on the effective date of the grant of the Option, then, in addition to the terms and conditions contained in the Plan and in this U.S. Participant Supplement, the undersigned acknowledges that the Corporation, as a reporting issuer under the securities legislation in certain Provinces of Canada, is required to publicly file with the securities regulators in those jurisdictions continuous disclosure documents, including audited annual financial statements and unaudited quarterly financial statements (collectively, the "Financial Statements"). Such filings are available on the System for Electronic Document Analysis and Retrieval (SEDAR), and documents filed on SEDAR may be viewed under the Corporation's profile at the following website address: www.sedar.com. Copies of Financial Statements will be made available to the undersigned by the Corporation upon such U.S. Optionholder's request.

4910-2626-4102.4

EXHIBIT I TO SCHEDULE “B”

TO OPTION AGREEMENT

MATADOR TECHNOLOGIES INC.

STOCK OPTION PLAN

FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

TO: Matador Technologies Inc. (the “Corporation”)

AND TO: Odyssey Transfer Inc.

The undersigned acknowledges that the undersigned's sale of the __ of the Corporation represented by certificate or account number __ to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and certifies that (a) the undersigned is either not an affiliate of the Corporation as that term is defined in Rule 405 of the U.S. Securities Act or is an affiliate as so defined solely by virtue of holding his position as an officer or director, (b) the offer of such common shares was not made to a person in the United States and either (i) at the time the buy order was originated, the buyer was outside the United States or the undersigned and any person acting on the undersigned's behalf reasonably believed that the buyer was outside the United States or (ii) the transaction was executed in, on or through the facilities of a "designated offshore securities market" (as such term is defined in Regulation S under the U.S. Securities Act) and neither the undersigned nor any person acting on the undersigned's behalf knows that the transaction has been prearranged with a buyer in the United States, (c) neither the undersigned nor any affiliate of the undersigned nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such common shares, (d) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the common shares are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (e) the undersigned does not intend to replace the common shares sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (f) the sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

Dated: _______

Name of Seller (Print) _______

Signature of Seller _______

Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(ii) above)

We have read the foregoing representations of our customer, ____ (the "Seller") dated ____, with regard to our sale, for such Seller's account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a "designated offshore securities market", (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Name of Firm _______

By: Authorized officer _______

Date: _______

EXHIBIT "B"
TO STOCK OPTION PLAN

MATADOR TECHNOLOGIES INC.
CALIFORNIA PARTICIPANT SUPPLEMENT

Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable U.S. state corporate laws, U.S. federal and state securities laws, the Code, and the applicable laws of any jurisdiction in which Options are granted under the Plan, the terms below shall apply to all such Options granted to residents of the State of California (the "California Participants"), until such time as the Board amends this Exhibit "B" or the Board otherwise provides. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.

(i) The term of each Option shall be stated in an Option Agreement between the Eligible Person and the Corporation, provided, however, that the term shall be no more than ten years from the date of grant thereof.

(ii) Unless determined otherwise by the Board, Options may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Eligible Person, only by the Eligible Person. If the Board makes an Option transferable, such Option may only be transferred (A) by will, (B) by the laws of descent and distribution, (C) to a revocable trust, or (D) as permitted by Rule 701 of the U.S. Securities Act.

(iii) Unless a California Participant's employment is terminated for cause as defined by applicable law, the terms of the Plan or the Option Agreement, the right to exercise an Option awarded under the Plan in the event of termination of employment continues until the earlier of: (1) the expiration date set forth in the applicable Option Agreement, or (2) (A) if termination was caused by death or Permanent Disability, at least six months from the date of termination, and (B) if termination was caused other than by death or Permanent Disability, at least thirty days from the date of termination. For purposes of this Section (iii), "Permanent Disability" shall mean the inability of the California Participant, in the opinion of a qualified physician acceptable to the Corporation, to perform the major duties of the California Participant's position with the Corporation because of the sickness or injury of the California Participant.

(iv) No Option shall be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the shareholders of the Corporation.

(v) In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spinoff, combination, repurchase, or exchange of Shares or other securities of the Corporation, or other change in the corporate structure of the Corporation affecting the Shares occurs, the Board, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding vested Option; provided, however, that the Board will make such adjustments to an Option required by Section 25102(o) of the California Corporations Code to the extent the Corporation is relying upon the exemption afforded thereby with respect to the Option.

(vi) The Corporation shall furnish summary financial information (audited or unaudited) of the Corporation's financial condition and results of operations, consistent with the requirements of

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applicable law, at least annually to each Eligible Person in California during the period such Eligible Person has one or more Option outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Eligible Person owns such Shares; provided, however, the Corporation shall not be required to provide such information if (i) the issuance is limited to key Persons whose duties in connection with the Corporation assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the U.S. Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a "family member" as that term is defined in Rule 701 of the U.S. Securities Act.

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SCHEDULE F

MATADOR TECHNOLOGIES INC.

PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions: For the purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

(a) “Act” means the Business Corporations Act (Ontario), or its successor, as amended, from time to time;

(b) “Affiliate” means any corporation that is an affiliate of the Company as defined in National Instrument 45-106 – Prospectus and Registration Exemptions, as may be amended from time to time;

(d) “Cause” with respect to a Participant has the meaning set forth in the Participant’s employment agreement with the Company or one of its Affiliates or any reason which would be concluded by a court of competent jurisdiction to amount to just cause;

(e) “Change of Control” means, in respect of the Company:

(i) if, as a result of or in connection with the election of Directors, the people who were Directors (or who were entitled under a contractual arrangement to be Directors) of the Company before the election cease to constitute a majority of the Board, unless the Directors have been nominated by management or approved by a majority of the previously serving Directors;

(ii) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert as a single control group or any affiliate (other than a wholly-owned subsidiary of the Company or in connection with a reorganization of the Company) or any one or more directors thereof hereafter “beneficially owns” (as defined in the Act) directly or indirectly, or acquires the right to exercise control or direction over, voting securities of the Company representing 50% or more of the then issued and outstanding voting securities of the Company, as the case may be, in any manner whatsoever;

(iii) the occurrence of a transaction requiring approval of the Company’s shareholders whereby the Company is acquired through consolidation, merger, exchange of securities involving all of the Company’s voting securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than a short-form amalgamation of the Company or an exchange of securities with a wholly-owned subsidiary of the Company or a reorganization of the Company); or

(iv) any sale, lease, exchange, or other disposition of all or substantially all of the assets of the Company other than in the ordinary course of business;

(f) “Code” means the United States Internal Revenue Code of 1986, as amended;

F-1

(g) “Committee” means the Board or, if the Board so determines in accordance with Section 2.03 of the Plan, the committee of the Board authorized to administer the Plan which includes any compensation committee of the Board;

(h) “Company” means Matador Technologies Inc., a corporation existing under the Act, and includes any successor corporation thereof;

(i) “Director” means a member of the Board or a member of the board of directors an Affiliate from time to time;

(j) “Disability” with respect to a Participant, has the meaning set forth in such Participant’s employment or consulting agreement with the Company or one of its Affiliates;

(k) “Eligible Consultant” means a person, other than an Eligible Employee, Officer, or Director of the Company or of a Related Entity of the Company, that:

(i) is engaged to provide services to the Company or a Related Entity of the Company, other than services provided in relation to a distribution;

(ii) provides the services under a written contract with the Company or a Related Entity of the Company, and

(iii) spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Related Entity of the Company;

(l) “Eligible Employee” means:

(i) an individual who is considered a bona fide employee of the Company or any of its subsidiaries under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Company or any of its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as a bona fide employee of the Company, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by a bona fide employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company but for whom income tax deductions are not made at source;

(m) “Exchange” means the TSX Venture Exchange or such duly recognized Canadian stock exchange on which the Shares are listed for trading;

(n) “Exchange Hold Period” has the meaning ascribed to that phrase in Exchange Policy 1.1;

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(o) "Fair Market Value" means, at any date, the higher of: (i) weighted average price per share at which the Shares have traded on the Exchange during the last five (5) trading days prior to that date; and (ii) the closing price of the Shares on the Exchange on the date prior to the relevant date or, if the Shares are not then listed and posted for trading on any Exchange, then it shall be the fair market value per Share as determined by the Committee in its sole discretion; and for such purposes, the weighted average price per share at which the Shares have traded on the Exchange shall be calculated by dividing: (i) the aggregate sale price for all of the Shares traded on such stock exchange during the relevant five (5) trading days by (ii) the aggregate number of Shares traded on such stock exchange during the relevant five (5) trading days;

(p) "Good Reason" with respect to a Participant has the meaning set forth in the Participant's employment agreement with the Company or one of its Affiliates, provided that with respect to U.S. Taxpayers such definition of Good Reason would be treated as an involuntary separation from service for purposes of Section 409A of the Code;

(q) "Grant Date" means the date that the Restricted Share Unit or Performance Share Unit is granted to a Participant under the Plan, as evidenced by the Grant Letter;

(r) "Grant Letter" means the letter to the Participant from the Company evidencing the grant of Restricted Share Units or Performance Share Units, the form of which is attached hereto as Schedule "A";

(s) "Insider" has the meaning ascribed thereto in the Act;

(t) "Investor Relations Activities" shall have the meaning ascribed thereto in the policies of the Exchange;

(u) "Investor Relations Service Provider" means any Eligible Consultant that performs Investor Relations Activities and any Director, Officer, Eligible Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

(v) "Management Company Employee" means an individual employed by a company providing management services to the Company, which services are required for the ongoing successful operation of the business enterprise of the Company;

(w) "Market Price" has the meaning ascribed to that phrase in Exchange Policy 1.1;

(x) "Officer" means an executive officer of the Company or an affiliate of the Company;

(y) "Participant" means each Eligible Employee, Officer, Director or Eligible Consultant to whom Restricted Share Units or Performance Share Units are granted hereunder;

(z) "Participant's Entitlement Date" is defined in Section 3.03 and under no circumstances shall for U.S. Taxpayers, no later than March 15th of the calendar year immediately following the year in which such Participant's Restricted Share Units or Performance Share Units become vested.

(aa) "Performance Criteria" means, in respect of a grant of a Performance Share Unit, such financial and/or personal performance criteria as may be determined by the Board in respect of a grant of Performance Share Units to any Participant. Performance Criteria may apply to the Company, a subsidiary of the Company, the Company and its subsidiaries as a whole, a business unit of the Company or group comprised of the Company and one or more subsidiaries, either individually, alternatively or in any combination, and measured either in total, incrementally or cumulatively over a

4916-9875-5659.1

specified Performance Period, on an absolute basis or relative to a pre-established target, to previous years' results, to a designated comparator group or based on such other performance criteria as may be determined by the Board.

(bb) "Performance Period" means, in respect of a grant of a Performance Share Unit, the particular designated time period(s) in respect of which the Performance Criteria are assessed and determined to be satisfied by the Board in order for such Performance Share Unit to become vested, as applicable.

(cc) "Performance Share Unit" means a Performance Share Unit granted to a Participant that is represented by a bookkeeping entry on the books of the Company, the value of which on any particular date shall be equal to the Market Price and which generally becomes vested, if at all, subject to the attainment of certain Performance Criteria and satisfaction of such other conditions to vesting, if any, as may be determined by the Board.

(dd) "Performance Share Unit Award" means an award of Performance Share Units under the Plan to a Participant;

(ee) "Plan" means this Performance and Restricted Share Unit Plan, as same may be amended from time to time;

(ff) "Policy" means the Exchange's Corporate Finance Manual, including policies, forms and appendices, as amended from time to time;

(gg) "Related Entity" means a person that controls or is controlled by the Company or that is controlled by the same person that controls the Company;

(hh) "Restricted Share Unit" means a unit credited by means of an entry on the books of the Company to a Participant, representing the right to receive on the Participant's Entitlement Date fully paid Shares, as set out in the Participant's Grant Letter;

(ii) "Restricted Share Unit Award" means an award of Restricted Share Units under the Plan to a Participant;

(jj) "Resignation" in respect of an Eligible Employee or Officer, means the voluntary cessation of employment of the Participant with the Company or an Affiliate as a result of voluntary resignation;

(kk) "Security Based Compensation" includes any deferred share unit, Restricted Share Unit, Performance Share Unit, Securities for Services, Stock Appreciation Right, Stock Option, Stock Purchase Plan, any security purchase from treasury by a Participant which is financially assisted by the Company by any means whatsoever, and any other compensation or incentive mechanism involving the issuance or potential issuance of securities of the Company from treasury to a Participant, including securities issued under Section 3.06, and for greater certainty, does not include: (a) arrangements which do not involve the issuance from treasury or potential issuance from treasury of securities of the Company; (b) arrangements under which Security Based Compensation is settled solely in cash and/or securities purchased on the secondary market; or (c) Shares for Services and Shares for Debt arrangements under Exchange Policy 4.3 – Shares for Debt that have been conditionally accepted by the Exchange prior to November 24, 2021;

(ll) "Security Based Compensation Arrangement" means any security-based incentive plan or compensation mechanism of the Company (other than this Plan) that involves the issuance or

4916-9875-5659.1

potential issuance of securities of the Company, including, for greater certainty, the Company's Stock Option Plan;

(mm) "Securities for Services" means an issuance of Shares, or Shares and share purchase warrants, pursuant to an agreement of the Company to pay for services to be provided to the Company in Shares, or Shares and share purchase warrants, rather than cash, and includes Shares for Service;

(nn) "Shares for Debt" has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt;

(oo) "Shares for Services" has the meaning ascribed to that phrase in Exchange Policy 4.3 – Shares for Debt;

(pp) "Stock Appreciation Right" means a right granted to a Participant by the Company as compensation for employment or consulting services or services as a Director or Officer, to receive cash and/or Shares of the Company based wholly or in part on appreciation in the trading price of the Company's publicly traded securities;

(qq) "Stock Purchase Plan" means the plan whereby the Company provides financial assistance or pursuant to which the Participant is allowed to purchase securities of the Company (often at a discount to Market Price), or pursuant to which the Participant is entitled to receive additional securities of the Company upon subscribing for a pre-established number of securities of the Company, which securities may be issued from the treasury of that Company or purchased on the secondary market;

(rr) "Shares" means the common shares in the capital of the Company, as adjusted in accordance with the provisions of Section 5.06 of this Plan;

(ss) "Stock Option" means a stock option granted to a Participant by the Company to acquire Shares of the Company;

(tt) "Stock Option Plan" means the Company's plan pursuant to which it may grant Stock Options;

(uu) "subsidiary" means, in respect of a person, a body corporate or other entity which is directly or indirectly controlled by such person. For such purposes, a person shall be deemed to control another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise; and

(vv) "Termination" means:

(i) in the case of an Eligible Employee or Officer, means the day on which the Eligible Employee's or Officer's employment or engagement with the Company ceases following notification of termination of the employment or engagement of the Eligible Employee or Officer with or without Cause by the Company or an Affiliate or notification of termination of the employment or engagement of the Eligible Employee or Officer for Resignation with or without Good Reason. The Termination date specifically does not mean the date on which any period of notice which the Company or the Affiliate may be required to provide (or that may be claimed by) the Eligible Employee or Officer expires. For greater certainty, the Termination date will be determined without regard to whether or not the

4916-9875-5659.1

termination of the Eligible Employee or Officer was lawful and without regard to any applicable notice of termination, severance or termination pay, compensation or indemnity in lieu of notice, wrongful or constructive dismissal damages for the failure to provide reasonable notice, period of salary continuation, period of deemed employment or deemed service, or any claim whatsoever by that Eligible Employee or Officer to any of the foregoing (whether express or implied and whether arising under contract or statute or otherwise at law in any manner);

(ii) in the case of an Eligible Consultant, the termination of the services of the Eligible Consultant by the Company or any Affiliate or the Eligible Consultant; and

(iii) in the case of a Director, the removal of or failure to re-elect or re-appoint the Director as a director of the Company or any Affiliate,

for greater certainty, in all cases, other than for death or disability of a Participant;

(ww) “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(xx) “U.S. Award Holder” shall mean any holder of Restricted Share Unit Awards or Performance Share Unit Awards who is a “U.S. person” (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or who is holding or exercising Restricted Share Unit Awards or Performance Share Unit Awards in the United States; and

(yy) “U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

(zz) “U.S. Taxpayer” means a Participant who is a U.S. citizen or U.S. resident, in each case as defined in Section 7701(a)(3)(A) and Section 7701(b)(1)(A) of the Code, and any other Participant whose Restricted Share Units or Performance Share Units awarded under the Plan are subject to United States taxation under the Code.

Section 1.02 Headings: The headings of all articles, Sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

Section 1.03 Context, Construction: Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

Section 1.04 References to this Plan: The words “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, Section, paragraph or other part thereof.

Section 1.05 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

ARTICLE 2

PURPOSE AND ADMINISTRATION OF THE PLAN

4916-9875-5659.1

Section 2.01 Purpose of the Plan: The Plan provides for the payment of bonuses to be satisfied by the issuance of Shares, for the purpose of advancing the interests of the Company and its Affiliates through the motivation, attraction and retention of Eligible Employees, Officers, Directors and Eligible Consultants and to secure for the Company and the shareholders of the Company the benefits inherent in the ownership of Shares or Share equivalent by such persons, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to benefit from a proprietary interest in the Company. It is intended that the Plan not be treated as a "salary deferral arrangement" as defined by the Income Tax Act (Canada) by reason of paragraph (k) of section 248(1) thereof.

Section 2.02 Administration of the Plan: The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made in good faith. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Company.

Section 2.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Board comprised of not less than three Directors of the Company.

Section 2.04 Record Keeping: The Company shall maintain a register in which shall be recorded:

(a) the name and address of each Participant;
(b) the number of Restricted Share Units or Performance Share Units granted to each Participant; and
(c) the number of Shares (if any) issued to each Participant in settlement of fully vested Restricted Share Units or Performance Share Units.

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Section 2.05 Determination of Participants and Participation: The Committee shall from time to time determine the Participants who may participate in the Plan. The Committee shall from time to time determine the Participants to whom Restricted Share Units or Performance Share Units shall be granted and the provisions and restrictions with respect to such grant, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Company and any other factors which the Committee deems appropriate and relevant. Notwithstanding the foregoing, the Committee shall not grant Restricted Share Units or Performance Share Units to residents of the United States unless such Restricted Share Unit Awards or Performance Share Unit Awards and any Shares issuable upon settlement thereof are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

Section 2.06 Eligible Employee, Eligible Consultant or Management Company Employee: The Company is responsible for ensuring and confirming that, where applicable, the Participant is a bona fide Eligible Employee, Eligible Consultant or Management Company Employee, as the case may be.

Section 2.07 Maximum Number of Shares:

(a) Under no circumstances may the number of Shares issuable pursuant to Restricted Share Units or Performance Share Units together with Shares issuable under all Security Based Compensation Arrangements of the Company exceed 20,153,097 Shares.

(b) For purposes of determining the number of Shares that remain available for issuance under the Plan, the number of Shares underlying any grants of Restricted Share Units or Performance Share Units that are surrendered, forfeited, waived, repurchased by the Company and/or cancelled shall be added back to the Plan and again be available for future grant, whereas the number of Shares underlying any grants of Restricted Share Units or Performance Share Units that are issued shall not be available for future grant.

(c) The total number of Shares issuable as compensation to an Investor Relations Service Provider cannot exceed 1% of the outstanding number of Shares in any 12-month period.

(d) Notwithstanding anything in this Plan, while the Company is subject to the regulations of the Exchange, the following restrictions shall apply:

(i) the maximum aggregate number of Shares that are issuable pursuant to this Plan and pursuant to all other Security Based Compensation of the Company to Insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Shares at any point in time (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);

(ii) the maximum aggregate number of Shares granted or issued pursuant to this Plan and pursuant to all other Security Based Compensation of the Company in any 12 month period to Insiders (as a group) must not exceed 10% of the aggregate number of issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider (unless the Company has obtained the requisite disinterested shareholder approval pursuant to the policies of the Exchange);

4916-9875-5659.1

(iii) the maximum aggregate number of Shares issuable pursuant to this Plan and all other Security Based Compensation of the Company, granted or issued in any 12 month period to any one Eligible Consultant must not exceed 2% of the issued and outstanding Shares, calculated as at the date any Security Based Compensation is granted or issued to the Eligible Consultant; and

(iv) the maximum aggregate number of Shares issuable pursuant to this Plan and all other Security Based Compensation Arrangements of the Company to any one person in any 12 month period must not exceed 5% of the aggregate number of issued and outstanding Shares, calculated as at the date any Restricted Share Unit or Performance Share Unit is granted to the person, unless the Company has obtained disinterested shareholder approval pursuant to the policies of the Exchange;; and

(v) the Company will not grant any Restricted Share Units or Performance Share Units to any Investor Relations Service Provider.

ARTICLE 3

RESTRICTED SHARE UNITS AND PERFORMANCE SHARE UNITS

Section 3.01 Plan: The Plan is hereby established for Eligible Employees, Officers, Directors and Eligible Consultants.

Section 3.02 Grant of Restricted Share Units and Performance Share Units: A Restricted Share Unit Award or Performance Share Unit Award granted to a particular Participant in a calendar year will be a bonus for services rendered by the Participant to the Company or an Affiliate, as the case may be, in the Company's or Affiliate's fiscal year ending in such year, as determined in the sole and absolute discretion of the Committee. The number of Restricted Share Units or Performance Share Units awarded will be credited to the Participant's account, effective as of the Grant Date.

Section 3.03 Vesting: A Restricted Share Unit Award or Performance Share Unit Award granted to a Participant for services rendered will entitle the Participant, subject to the Participant's satisfaction of any conditions (performance or otherwise), restrictions or limitations imposed under the Plan or Grant Letter, to receive one previously unissued Share for each Restricted Share Unit or Performance Share Unit, on the date when the Restricted Share Unit Award or Performance Share Unit Award is fully vested (the "Participant's Entitlement Date"). Concurrent with the determination to grant Restricted Share Units or Performance Share Unit to a Participant, the Committee shall determine the vesting schedule applicable to such Restricted Share Units or Performance Share Unit (including any applicable Performance Criteria and Performance Period). With respect to Restricted Share Units or Performance Share Units of U.S. Taxpayers (i) the date on which a Restricted Share Unit or Performance Share Unit is vested is the date on which it is not, or is no longer, subject to a "substantial risk of forfeiture" as such term is applied under Section 409A of the Code, and (ii) settlement/payment with respect to Restricted Share Units or Performance Share Units of U.S. Taxpayers will be no later than March 15th of the calendar year immediately following the year in which the Restricted Share Units or Performance Share Units become vested (i.e. no longer subject to a substantial risk of forfeiture). No Restricted Share Units or Performance Share Units may vest before the date that is one year following the date it is granted or issued, other than as set forth in Section 3.05 thereof.

Section 3.04 Allocation: The Company shall not grant or issue any Restricted Share Units or Performance Share Units unless and until they have been allocated to a particular person or persons.

Section 3.05 Termination of Participant:

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(a) Termination: Except as provided for in the Grant Letter or as determined by the Committee in its discretion, upon the Termination of the employment or services of the Participant, for any reason other than death, disability or Resignation for Good Reason, then, all unvested Restricted Share Units and Performance Share Units will be forfeited by the Participant, and be of no further force and effect, as of the date of Termination;

(b) Resignation for Good Reason: Except as provided for in the Grant Letter or as determined by the Committee in its discretion, provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant's unvested Restricted Share Units and Performance Share Units shall vest in full upon the date of the Participant's Resignation for Good Reason. The Shares underlying such vested Restricted Share Units and/or Performance Share Units credited to the Participant's account shall be issued to the Participant as soon as practicable thereafter, provided, that (i) such issuance date shall in no event be later than the date which is one year following the Participant's Resignation for Good Reason; and (ii) for a Participant who is a U.S. Taxpayer, the date of issuance shall not be later than March 15th of the calendar year immediately following the year in which the Restricted Share Units and/or Performance Share Units become vested, and provided further, that such Participant does not have a choice as to the taxable year of payment;

(c) Death: Provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant's unvested Restricted Share Units and Performance Share Units will vest on the date of the Participant's death. The Shares underlying the Restricted Share Units and Performance Share Units credited to the Participant's account shall be issued to the Participant's estate as soon as practicable thereafter, provided, that (i) such issuance date shall in no event be later than the date which is one year following the Participant's death; and (ii) for a Participant who is a U.S. Taxpayer, the date of issuance shall not be later than March 15th of the calendar year immediately following the year in which the Restricted Share Units and Performance Share Units become vested, and provided further, that such Participant's estate does not have a choice as to the taxable year of payment.

(d) Disability: Provided that the Participant has been continuously employed by the Company or an Affiliate of the Company since the Grant Date, the Participant's unvested Restricted Share Units and Performance Share Units shall vest in full within 90 days following the date on which the Participant is determined to be totally disabled in accordance with the Eligible Employee's employment agreement, and the Shares underlying such Restricted Share Units and Performance Share Units credited to the Participant's account shall be issued to the Participant as soon as practicable thereafter, provided, that (i) such issuance date shall in no event be later than the date which is one year following the date on which the Participant is determined to be totally disabled; and (ii) for a Participant who is a U.S. Taxpayer, the Restricted Share Units and Performance Share Units shall vest on the date on which the U.S. Taxpayer is determined to be disabled and such Restricted Share Units and Performance Share Units will be settled later than March 15th of the calendar year immediately following the year in which the Restricted Share Units and Performance Share Units become vested, and provided further, that such Participant does not have a choice as to the taxable year of payment; and

(e) If, within 12 months of a Change of Control the Company terminates the employment of the Participant for any reason other than just cause, then all Restricted Share Units and Performance Share Units outstanding shall immediately vest on the date of such termination notwithstanding any stated vesting period, and for a Participant who is a U.S. Taxpayer, such Restricted Share Units and Performance Share Units will be settled/paid no later than March 15th of the calendar year immediately following the year in which the Restricted Share Units and Performance Share Units become vested pursuant to this paragraph (e), unless a different time of payment would be

10 -

permitted under Section 409A of the Code. In any event, upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Company with respect to the consideration that the Participants would be entitled to receive for their Shares.

Section 3.06 Redemption – Fully Paid Shares to the Participant: Subject to Section 3.07 and Section 4.01, the Company will satisfy its payment obligation on the Participant's Entitlement Date, with the issue of fully paid Shares from treasury in accordance with Section 3.03, with the number of Shares issued to be net of any applicable taxes and other source deductions required to be withheld by the Company. No Participant who is resident in the United States may settle Restricted Share Units or Performance Share Units in Shares unless such Shares are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

Section 3.07 Grant Letter: Each grant of a Restricted Share Unit or Performance Share Unit under the Plan shall be evidenced by a Grant Letter to the Participant from the Company. Such Grant Letter shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Grant Letter. The provisions of the various Grant Letters issued under the Plan need not be identical. To the extent that there is any inconsistency between the Plan and the Grant Letter or any other communications, the Plan shall prevail.

Section 3.08 Payment of Dividends: Subject to the absolute discretion of the Committee, in the event that a dividend (other than a stock dividend) is declared and paid by the Company on Shares, the Committee may elect to grant each Participant additional Restricted Share Units or Performance Share Units as a bonus for services rendered in the year in which the dividend is declared. In such case, the number of additional Restricted Share Units or Performance Share Units will be equal to the aggregate amount of dividends that would have been paid to the Participant if the Restricted Share Units or Performance Share Units in the Participant's account had been Shares, divided by the Fair Market Value of a Share on the date on which dividend was paid by the Company. The additional Restricted Share Units or Performance Share Units awarded to a Participant under this Section 3.08 of this Plan will vest on the Participant's Entitlement Date in respect of the particular Restricted Share Units or Performance Share Units to which the additional Restricted Share Units or Performance Share Units relate.

Section 3.09 Blackout: Unless otherwise determined by the Committee, in the event that any Participant's Entitlement Date expires during, or within 48 hours after a self-imposed blackout period on the trading of securities of the Company, such expiry date shall be automatically extended until the date which is ten (10) business days after the expiry of the applicable blackout period.

Section 3.10 Necessary Approvals: The Plan has been approved by the shareholders of the Company.

4916-9875-5659.1

Section 3.11 Compliance with U.S. Securities Laws: Neither the Restricted Share Unit Awards or Performance Share Unit Awards granted hereunder nor the Shares which may be acquired pursuant to the settlement of such awards have been registered under the U.S. Securities Act or under any securities law of any state of the United States and are considered "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and any Shares issued to a U.S. Award Holder shall be affixed with an applicable restrictive legend as set forth in the Grant Letter. The Restricted Share Unit Awards or Performance Share Unit Awards may not be offered, sold pledged or otherwise transferred, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or pursuant to available exemptions therefrom, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Restricted Share Unit Awards or Performance Share Unit Awards granted hereunder or the Shares underlying such Restricted Share Unit Awards or Performance Share Unit Awards, which could result in such U.S. Award Holder not being able to dispose of any Shares directly issued by the Company upon settlement of the Restricted Share Unit Awards or Performance Share Unit Awards for a considerable length of time. Each U.S. Award Holder or anyone who becomes a U.S. Award Holder, who is granted a Restricted Share Unit Award or Performance Share Unit Award pursuant to this Plan in the United States, who is a resident of the United States or who is otherwise subject to the U.S. Securities Act or the securities laws of any state of the United States will be required to complete the Grant Letter which sets out the applicable United States restrictions.

ARTICLE 4
TAX MATTERS

Section 4.01 Withholding Taxes: The Company or its Affiliates may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Company or its Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any delivery of Shares under this Plan including, without limiting the generality of the foregoing, the withholding of the issue of Shares to be issued under the Plan, until such time as the Participant has paid the Company or an Affiliate of the Company for any amount which the Company and its Affiliates are required to withhold with respect to such taxes. For greater certainty, immediately upon delivery of any Shares, the Company shall have the right to require that a Participant sell a given number of Shares to an Affiliate of the Company or into the market, sufficient to cover any applicable withholding taxes and any other source deductions to be withheld by the Company in connection with payments made in satisfaction of the Participant's vested Restricted Share Units or Performance Share Units.

Section 4.02 Code Section 409A:

(a) It is intended that the Restricted Share Units and Performance Share Units issued to U.S. Taxpayers will be exempt from Section 409A of the Code under Treasury Regulation Section 1.409A-1(b)(4) with settlement/payment required within the short term deferral period as provided in the Plan, and the Plan and Restricted Share Unit Awards/ or Performance Share Unit Awards and Grant Letters will be construed and administered accordingly. However in the event that the terms of a Restricted Share Unit Award, Performance Share Unit Award or Grant Letter contain provisions that would cause such Restricted Share Units or Performance Share Units to be deferred compensation subject to Section 409A of the Code, then the following provisions of this Section 4.02 intended to result in compliance with Section 409A of the Code will apply. However, in no event shall the Company or any Affiliate have any liability to any Participant for taxes, penalties, or interest that may be due as a result of the application of Code Section 409A to any Restricted Share Units Award or Performance Share Unit Award granted hereunder.

(b) If under this Plan, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

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(c) A termination of employment for a Participant who is a United States taxpayer shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of amounts or benefits to a Participant upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(d) Notwithstanding any other provision of the Plan to the contrary, if a Participant is a U.S. Taxpayer and deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (i) the expiration of the six month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “Delay Period”) to the extent required under Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 4.02(d) shall be paid to the Participant in a lump sum.

(e) If Restricted Share Units or Performance Share Units of a U.S. Taxpayer become payable upon a Change of Control, then with regard to any payment that is considered nonqualified deferred compensation, the Change of Control must also constitute a “change in control event” as set forth in Treas. Reg. §1.409A-3(i)(5)(i).

ARTICLE 5

GENERAL

Section 5.01 Effective Time of Plan: The Plan shall be effective on November 15, 2024.

Section 5.02 Amendment of Plan: The Board or the Committee, as the case may be, may terminate, discontinue or amend the Plan at any time, provided that, without the consent of a Participant, such termination, discontinuance or amendment may not in any manner adversely affect such Participant’s rights under any Restricted Share Unit or Performance Share Unit granted to such Participant under the Plan.

The Board or the Committee may, subject to receipt of requisite regulatory and shareholder approval, make the following amendments to the Plan or Restricted Share Units or Performance Share Units under the Plan:

(a) amendments to increase the number of Shares, other than by virtue of Section 5.06, which may be issued pursuant to the Plan;

(b) amendments to the definition of “Participant” under the Plan which would have the potential of narrowing, broadening or increasing Insider participation;

(d) amendments to this Section 5.02 of the Plan;

(e) amendments that extend the term of a Restricted Share Units or Performance Share Units;

(f) amendments to the participation limits in Section 2.08; or

4916-9875-5659.1

(g) amendments to Section 5.03 of the Plan that would permit Restricted Share Units or Performance Share Units, or any other right or interest of a Participant under the Plan, to be assigned or transferred, other than for normal estate settlement purposes.

The Board or the Committee may, subject to receipt of requisite regulatory approval (where required), but not subject to shareholder approval, in its sole discretion make all other amendments to the Plan or Restricted Share Units or Performance Share Units under the Plan that are not of the type contemplated above, including, without limitation:

(a) amendments of a housekeeping nature;
(b) amendments to the vesting provisions of a Restricted Share Unit, Performance Share Unit or the Plan;
(c) amendments to the definitions, other than such definitions noted above;
(d) amendments to reflect changes to applicable securities laws; and
(e) amendments to ensure that the Restricted Share Units or Performance Share Units granted under the Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a Participant to whom a Restricted Share Unit or Performance Share Unit has been granted may from time to time be a resident, citizen or otherwise subject to tax therein.

Any amendment of this Plan shall be such that this Plan will not be considered a "salary deferral arrangement" as defined in subsection 248(1) of Income Tax Act (Canada) or any successor provision thereto, by reason of the Plan continuously meeting the requirements under the exception in paragraph (k) of that definition and with respect to U.S. Taxpayers, any amendment of this Plan or outstanding Restricted Share Units or Performance Share Units shall be undertaken in a manner that does result in adverse tax consequences under Section 409A of the Code.

Section 5.03 Non-Assignable: Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no Restricted Share Unit or Performance Share Unit and no other right or interest of a Participant is assignable or transferable, and any such assignment or transfer in violation of this Plan shall be null and void.

Section 5.04 Rights as a Shareholder: No holder of any Restricted Share Units or Performance Share Units shall have any rights as a shareholder of the Company prior to the actual receipt of Shares pursuant to Section 3.03. Subject to Section 5.06, no holder of any Restricted Share Units or Performance Share Units shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for shareholders of the Company for which the record date is prior to the date on which the Participant becomes the record owner of such Shares pursuant to Section 3.03.

Section 5.05 No Contract of Employment: Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of, or to provide services to, the Company or its Affiliates nor interfere or be deemed to interfere in any way with any right of the Company or its Affiliates to discharge any Participant at any time for any reason whatsoever, with or without just cause. Participation in the Plan by a Participant shall be voluntary.

4916-9875-5659.1

Section 5.06 Adjustment in Number of Shares Subject to the Plan: In the event there is any change in the Shares, whether by reason of a stock dividend, consolidation, subdivision or reclassification, an appropriate adjustment shall be made by the Committee, in:

(a) the number of Shares available under the Plan; and
(b) the number of Shares subject to any Restricted Share Units or Performance Share Units.

If the foregoing adjustment shall result in a fractional Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Plan. Notwithstanding any other provision hereof, any adjustment pursuant to this Section 5.06 other than in connection with a consolidation or subdivision, shall be subject to the prior approval of the Exchange.

However, if there is an increase in the number of Shares outstanding for any reason other than by reason of a stock dividend, consolidation, subdivision or reclassification as described above (for example, as a result of a private placement of Shares or the issuance of Shares in connection with the acquisition of an asset) there will be no adjustment to the number of Shares that a Participant will receive under his or her Grant Letter award and no adjustment to the number of Shares available under the Plan.

Section 5.07 Unfunded Plan: The Plan shall be unfunded. The Company's obligations hereunder shall (unless otherwise determined by the Committee) constitute a general, unsecured obligation, payable solely out of its general assets, and no holder of any Restricted Share Units or Performance Share Units or other person shall have any right to any specific assets of the Company. Neither the Company nor the Committee shall be required to segregate any assets that may at any time be represented by the amounts credited with respect to Restricted Share Units or Performance Share Units hereunder. Neither the Company nor the Committee shall be deemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No liability or obligation of the Company pursuant to the Plan shall be deemed to be secured by any pledge of, or encumbrance on, any property of the Company or any Affiliate.

Section 5.08 Resale Restrictions: All Security Based Compensation is subject to any applicable resale restrictions under securities laws and the Exchange Hold Period, where applicable. If the Exchange Hold Period is applicable, all Restricted Share Units, Performance Share Units and any Shares issued under Restricted Share Units or Performance Share Units vested prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Restricted Share Units or Performance Share Units were granted. In addition, the Exchange Hold Period (commencing on the date the Restricted Share Units or Performance Share Units are granted) is required for Restricted Share Units or Performance Share Units granted to Insiders or Eligible Consultants or granted at any discount to the Market Price.

Section 5.09 No Representation or Warranty: The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan. No amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no additional Restricted Share Units or Performance Share Units will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Section 5.10 Compliance with Applicable Law: If any provision of the Plan or any Restricted Share Unit or Performance Share Units contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

4916-9875-5659.1

Section 5.11 Interpretation: This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario.

4916-9875-5659.1

SCHEDULE “A”
Form of Grant Letter

[Date]

PERSONAL & CONFIDENTIAL

Dear ●:

The Company's Performance and Restricted Share Unit Plan (the "Plan") permits the Board, or a committee of the Board which administers the Plan, to grant performance and/or restricted share unit awards to directors, consultants and full-time employees and officers of the Company or an affiliate in a calendar year as a bonus for services rendered to the Company or an affiliate in the fiscal year ending in such calendar year, as determined in the sole and absolute discretion of the Board or such committee. The number of [restricted share units ("RSUs")/performance share units ("PSUs")] awarded will be credited to your account effective on the grant date of the [RSUs/PSUs] (the "Grant Date"), subject to the terms of the Plan and as provided herein.

In recognition of your contribution to the Company, the Board is pleased to grant to you the [RSUs/PSUs] on the terms set forth below and subject to the Plan.

This letter and the Plan are referred to collectively below as the "Unit Documents". All capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Plan.

The total number of [RSUs/PSUs] granted to you is ●, which [RSUs/PSUs] shall be fully vested as follows [NTD: Criteria to be added].

You shall receive in respect of each [RSUs/PSUs] held by you, one fully-paid common share in the capital of the Company (the "Shares"), without payment of additional consideration and without any further action on your part.

Nothing in the Unit Documents will affect our right to terminate your services, responsibilities, duties and authority at any time for any reason whatsoever. The treatment of your [RSUs/PSUs] upon termination or other events is detailed herein and in the Plan.

No [RSUs/PSUs] and no other right or interest of a Participant hereunder is assignable or transferable.

You acknowledge and agree that the [RSUs/PSUs] and any Shares that may be issued by the Company pursuant to the settlement of the [RSUs/PSUs] have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States. The [RSUs/PSUs] and the Shares that may be issued by the Company pursuant to the settlement of the [RSUs/PSUs] may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the [RSUs/PSUs] or the Shares.

You further acknowledge and covenant that if you are a U.S. person, or were present in the United States at the time you were offered the [RSUs/PSUs] or at the time you executed and delivered this letter, the U.S. Award Holder Supplement annexed as Schedule "B" to the Plan will be deemed to be incorporated by reference into and form a part of this letter. "U.S. person" and "United States" are as defined in Regulation S under the U.S. Securities Act.

Please acknowledge acceptance of your [RSUs/PSUs] on these terms by signing where indicated below on the enclosed copy of this letter and returning the signed copy to the Company to the attention of Chief Financial Officer. By signing and delivering this copy, you are acknowledging receipt of a copy of the Plan and are agreeing to be bound by all of the terms of the Unit Documents.

Yours truly,

MATADOR TECHNOLOGIES INC.

by: ________

Name:

Title:

4916-9875-5659.1

I have read and agree to be bound by this letter and the Plan.

4916-9875-5659.1

Eligible Participant Initials

I understand that the Company is relying on my acknowledgement, representation and waiver in granting the award to me under the Plan.

Eligible Participant Initials

I have had the opportunity to receive independent legal advice from my own counsel with respect to the terms of the Plan and this letter, or have chosen not to do so in my own discretion.

Eligible Participant Initials

I represent that the provisions of the Plan (particularly Section 3.04, as applicable), that impose limitations and forfeiture consequences in relation to the cessation for any reason whatsoever of my employment or service to the Company or any Affiliate have been adequately brought to my attention, and I have read and understood them. For greater certainty, I acknowledge that the [RSUs/PSUs] granted to me may be terminated in the event that I cease to be an employee of the Company.

Eligible Participant Initials

Accordingly, I waive irrevocably any right I may have to assert that the terms of the Plan and this letter should not be binding on me because they were not brought to my attention, were not read by me, or were not understood by me, even if, before signing this letter and despite my representation to the contrary, I did not in fact fully read and understand the Plan and this letter.

Eligible Participant Initials

I understand that there is no assurance that I will receive a grant of [RSUs/PSUs] in the future, and that the [RSUs/PSUs] granted hereunder have been issued in accordance with the Company's policies, which may be amended from time to time.

[Name]

4916-9875-5659.1

SCHEDULE “B”

U.S. AWARD HOLDER SUPPLEMENT

If the Participant is a U.S. person, or was present in the United States at the time the Participant was offered the Restricted Stock Unit Award and/or Performance Share Unit Award or at the time the Participant executed and delivered the Restricted Stock Unit Grant Letter and/or Performance Share Unit Grant Letter (the “U.S. Award Holder”), the U.S. Award Holder acknowledges and agrees that:

The Restricted Stock Unit Award and/or Performance Share Unit Award and any Shares that may be issued by the Company in respect of vested Restricted Stock Unit Award and/or Performance Share Unit Award pursuant to the Plan have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and the issuance hereby is being made pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Restricted Stock Unit Award and/or Performance Share Unit Award are, and, upon issuance, the Shares will be, “restricted securities” as such term is defined in Rule 144 under the U.S. Securities Act, and, therefore may not be offered or sold by the U.S. Award Holder, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities laws or in compliance with an available exemption therefrom. The U.S. Award Holder understands that the certificate(s) representing the Restricted Stock Unit Award and/or Performance Share Unit Award and any Shares issued in respect of vested Restricted Stock Unit Award and/or Performance Share Unit Award pursuant to the Plan will contain a legend in respect of such restrictions as set out in Section 3 below.
The U.S. Award Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act.
The U.S. Award Holder understands that if the U.S. Award Holder decides to offer, sell or otherwise transfer any of the Restricted Stock Unit Awards and/or Performance Share Unit Awards or the Shares, the U.S. Award Holder may not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

a. the sale is to the Company;

b. the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

c. the sale is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or

d. the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and the U.S. Award Holder has prior to such sale furnished to the Company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company.

The certificate(s) representing the Restricted Stock Unit Awards and/or Performance Share Unit Awards and the Shares, if any, that are directly issued by the Company and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE SECURITIES REPRESENTED HEREBY [for Restricted Stock Unit Awards and/or Performance Share Unit Awards, add: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER

THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO MATADOR TECHNOLOGIES INC. (THE "CORPORATION"), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION OR THE CORPORATION'S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

provided, that if the Restricted Stock Unit Award and/or Performance Share Unit Award or such Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act ("Regulation S"), the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, substantially in the form attached as Exhibit I hereto (or in such other form as the Company or its transfer agent may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Restricted Stock Unit Award and/or Performance Share Unit Award or such Shares are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the Company and its registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

The U.S. Award Holder did not acquire the Restricted Stock Unit Award and/or Performance Share Unit Award and will not be acquiring any Shares that may be issued by the Company as a result of any form of directed selling efforts (as such term is defined in Rule 902(c) of Regulation S under the U.S. Securities Act) or any form of general solicitation or general advertising as those terms are used in Regulation D under the U.S. Securities Act.

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EXHIBIT I TO SCHEDULE “B”

FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

TO: Matador Technologies Inc. (the “Corporation”)
AND TO: Odyssey Transfer Inc.

Dated: ____
Name of Seller (Print) ____
Signature of Seller _____

Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(ii) above)

Name of Firm ____
By: ____
Authorized officer ____
Date: ____

AI assistant

Matador Technologies — Capital/Financing Update 2026

48411_rns_2026-01-12_58ba619b-fc4d-44c7-93ab-97db164fbf78.pdf

TABLE OF CONTENTS

GLOSSARY OF TERMS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

INFORMATION CONTAINED IN THIS FILING STATEMENT

Date of Information

Currency

SUMMARY OF FILING STATEMENT

Matador Technologies Inc.

Change of Business

Interests of Insiders, Promoters and Control Persons

Estimated Funds Available

Principal Purposes

Notes:

Selected Consolidated Financial Information

Stock Exchange Listings

Interests of Experts

Conflicts of Interest

Risk Factors

INFORMATION CONCERNING MATADOR

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

Summary

Strategic Shift Toward Bitcoin and Ordinals

Three Year History

Share Issuances by Matador Gold

Business Strategy and Regulation

Additional Strategic Opportunities and Potential Investments

Matador Digital Asset Platform Features and Functionality

Flow of Funds to Matador

Revenue Model of Matador Platform

Technology and Development

Product Development Strategy

Targeted Launch

Sales, Marketing and Growth

Target Markets for Application

Market Trends

Platform Marketing Plans and Strategies

Platform Marketing, Customer Acquisition, and Customer Waitlist

Strategic Partnerships

Change of Business

Summary

Investment Policy

Regulatory and Shareholder Approval

Reasons for the COB

Arm's Length Transaction

Risk Factors

Investment Strategy

Overall Objectives

Composition of Investment Portfolio

Funding of Investments

Acquisitive Growth

Business Objectives and Milestones

Security and Transparency

Specialized Skill and Knowledge

Competitive Conditions

Operations

Personnel

Economic Dependence

Intellectual Property

Business Model

Government Regulation and Compliance

Selected Consolidated Financial Information and Management's Discussion and Analysis

Selected Financial Information

Management's Discussion and Analysis

Description of Securities

Common Shares

Stock Options

RSUs and PSUs

Prior Sales

Stock Exchange Price

Consolidated Capitalization

Executive Compensation

Stock Options and Other Compensation Securities

Director Compensation

Compensation Discussion & Analysis

Matador Technologies Capital/Financing Update 2026