Matador Technologies — Interim / Quarterly Report 2026

Apr 1, 2026

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Matador Technologies Inc. Condensed Interim Consolidated Financial Statements (Expressed in Canadian Dollars, Unless Otherwise Stated) Three Months Ended January 31, 2026 and 2025 (Unaudited)

Matador Technologies Inc.

Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

			As at		As at
			January 31,		October 31,
	Note Ref		2026		2025
Assets
Current Assets
Cash and Cash Equivalents		$	388,936	$	2,445,801
Prepaid Expenses			547,979		625,379
Total Current Assets			936,915		3,071,180
Non-Current Assets
Digital Assets	3		18,480,897		12,130,741
Total Non-Current Assets			18,480,897		12,130,741
Total Assets		$	19,417,812	$	15,201,921
Liabilities
Current liabilities
Accounts Payable and Accrued Liabilities		$	320,841	$	363,096
Total current liabilities			320,841		363,096
Non-current liabilities
Secured Convertible Note	12		12,087,162		-
Total non-current liabilities			12,087,162		-
Total liabilities			12,408,003		363,096
Shareholders' equity
Share Capital	4		31,677,265		31,427,265
Contributed Surplus	5,6		5,919,415		5,769,993
Accumulated Other Comprehensive Income			-		1,217,266
Accumulated Deficit			(30,586,871)		(23,575,699)
Total equity			7,009,809		14,838,825
Total liabilities and equity		$	19,417,812	$	15,201,921

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) Events after the reporting period (Note 13)

Approved by the Board of Directors:

"Deven Soni" Director "Richard Murphy" Director

• 1 -

Matador Technologies Inc.

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

			Three months ended	Three months ended
			January	31,
	Note Ref		2026	2025
Expenses
Professional Fees	12		1,751,965	485,625
Advertising and Promotion			130,221	426,788
General and Administrative			72,499	131,769
Consulting Fees	7		480,840	466,192
Commitment Fee	12		717,660	-
Share based compensation	6,7		399,422	1,197,402
Total Expenses			3,552,607	2,707,776
Operating Loss			(3,552,607)	(2,707,776)
Other income (expense)
Foreign currency (loss) / gain			(26,713)	79,912
Listing expense			(100,407)	(3,322,885)
Fair value adjustment on convertible note	12		2,650,370$	-
Unrealized gain (loss) on digital assets	3	$ (5,700,436)$		-
Interest income			84	36,115
Interest expense	12		(281,463)	-
Net loss for theperiod		$	(7,011,172) $	(5,914,634)
Other comprehensive loss
Unrealizedgain(loss)on digital assets	3	$(1,217,267) $		830,301
Total net loss & other comprehensive loss			$(8,228,439) $	(5,084,333)
Basic and diluted lossper share	8	$	(0.07) $	(0.06)

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

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Matador Technologies Inc. Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

		Three months ended	Three months ended
		January	31,
		2026	2025
Cash (used in) provided by
Operating activities
Net loss for the period	$	(7,011,172)$	(5,914,634)
Adjustments for non-cash items:
Share-based compensation		399,422	1,197,402
Accrued interest		-	(588)
Listing expense		-	3,322,885
Fair value adjustment on convertible note		(2,650,370)	-
Unrealized loss on digital assets		5,700,436	-
Professional fees		1,469,722	-
Changes in non-cash working capital:
Precious metals		-	(128,225)
Prepaid expenses		77,400	(375,918)
Accountspayable and accrued liabilities		(42,303)	44,062
Total cash used in operatingactivities		(2,056,865)	(1,855,016)
Financing activities
Proceeds for share issuances(net of issuance costs)		-	5,228,229
Total cashprovided byfinancingactivities		-	5,228,229
Investing activities
Digital Assets Purchased		-	(4,932,262)
Total cash used in investingactivities		-	(4,932,262)
Net increase in cash and cash equivalents		(2,056,865)	(1,559,049)
Cash and cash equivalents, beginning of period		2,445,801	3,911,102
Cash and cash equivalents, end ofperiod	$	388,936$	2,352,053
Supplemental cash flow
Digital assets received as part of convertible note	$	13,395,430$	-
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.

• 3 -

Matador Technologies Inc. Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

	Note Ref	Share Shares Capital	Accumulated Contributed Surplus	Other Comprehensive Income(loss) Total Deficit	Other Comprehensive Income(loss) Total Deficit	equity
Balance, October 31, 2024 Share based compensation option issuance Share based compensation RSU issuance Shares based compensation performance shares Share based compensation advisory shares Options exercised and issued RSU vested and issued Advisory shares vested and issued Warrants Issued Warrants Exercised Shares issued for services rendered Shares issued in private placements Shares issued in private placement and in connection with concurrent financing Net loss and other comprehensive income for theperiod	6 6 6 6 6 6 4 4 4	71,166,141 $ 13,420,922 - - - - - - - - 20,200 9,837 200,000 100,000 2,000,000 1,000,000 - (796,014) 207,777 130,561 89,130 39,266 8,228,092 4,114,049 25,193,761 13,408,644 - -	$ 3,775,505 2,271,556 20,794 53,564 1,159,087 (4,787) (100,000) (1,000,000) 874,819 (73,641) 23,125 - (1,230,029) -	$ 58,237 - - - - - - - - - - - - 1,159,030	$ (11,023,881) - - - - - - - - - - - - (12,551,818)	$ 6,230,783 2,271,556 20,794 53,564 1,159,087 5,050 - - 78,805 56,920 62,391 4,114,049 12,178,615 (11,392,788)
Balance, October 31, 2025 Share based compensation option issuance Share based compensation RSU issuance Share based compensation performance shares Share based compensation advisor shares Advisory Shares Vested and Issued Net loss and other comprehensive loss for theperiod	6 6 4,6 6 4	107,105,101 $ 31,427,265 - - - - - - - - 500,000 250,000 - -	$ 5,769,993 207,673 5,368 24,575 161,806 (250,000) -	$ 1,217,267 - - - - - (1,217,267)	$(23,575,699) - - - - - (7,011,172)	$ 14,838,826 207,673 5,368 24,575 161,806 - (8,228,439)
Balance, January 31, 2026		107,605,101 $ 31,677,265	$ 5,919,415	$ -	**$(30,586,871) **	$ 7,009,809

The notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

• 4 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (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 Technologies Inc. is a publicly traded Bitcoin ecosystem company that holds Bitcoin as its primary treasury asset and builds products to enhance the Bitcoin network. Matador’s strategy combines strategic Bitcoin accumulation, Bitcoin-native product development, and participation in digital asset infrastructure, with a focus on driving long-term shareholder value while maintaining capital efficiency.

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. To mitigate these risks and maintain liquidity, management is also actively pursuing several strategic measures, including equity raises and the reduction of operating expenses. Management recognizes that its liquidity is inherently sensitive to digital asset market valuations; a significant or prolonged decline in the market price of Bitcoin could negatively impact the Company’s financial position. 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

(a) Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared using accounting policies consistent 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 ”). 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, 2025 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 31, 2026, 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.

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Matador Technologies Inc. Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

2. Material Accounting Policy Information (continued)

(b) Basis of Consolidation (continued)

The results of subsidiaries acquired or disposed of during the years presented are included in the consolidated statements of loss 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.

The following companies have been consolidated within the consolidated financial statements:

Company	Registered	Principal activity
Matador Technologies Inc.	Ontario, Canada	Digital Asset Treasury company
Scaling Capital 1 Corp.(1)	Ontario, Canada	inactive
GODL Corp.(1)(2)	Ontario,Canada	inactive

(1) 100% owned by Matador Technologies Inc.

(2) GODL Corp. was incorporated on May 13, 2025 and is currently inactive.

(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 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.

• 6 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

2. Material Accounting Policy Information (continued)

(c) Critical Accounting Estimates and Judgements (continued)

i) Judgements (continued)

Recoverability of digital assets held with a custodian: The Company holds, Bitcoin, USDC, Ethereum, Tether 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.

ii) Estimates

Valuation of digital assets: Matador holds digital assets, including Bitcoin, USDC, Tether, Ethereum and Satoshis, as part of its intangible assets. Bitcoin, Tether, Ethereum and USDC 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.

Fair value measurement of convertible notes: The Company's secured convertible notes are designated at FVTPL and require fair value measurement at each reporting date. The fair value of the notes is determined using a discounted cash flow model incorporating estimates of the Company's credit risk and market-derived discount rates. The embedded conversion feature is valued using the Black-Scholes option pricing model, which requires management to make estimates regarding expected volatility, risk-free interest rates, and the expected life of the instrument. Changes in these assumptions could result in materially different fair value measurements. The key inputs and assumptions used in the fair value measurement are disclosed in Note 12.

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.

(d) Convertible Notes Designated at Fair Value Through Profit or Loss

The Company has issued a secured convertible note that contains an embedded conversion feature. Because the conversion feature fails the "fixed-for-fixed" criterion under IAS 32 (due to the USD-denominated principal and variable post-uplisting conversion pricing), it is classified as an embedded derivative liability rather than equity. Under IFRS 9, the Company has elected, at initial recognition, to designate the entire hybrid convertible note at fair value through profit or loss (“FVTPL”). Accordingly, the convertible note is measured at fair value at each reporting date, with changes in fair value recognized in profit or loss. Transaction costs associated with the issuance are expensed as incurred.

• 7 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

2. Material Accounting Policy Information (continued)

(e) 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 January 31, 2026, and, accordingly, have not been applied in preparing these financial statements.

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 1, 2027, with early adoption permitted. The Company is currently assessing the expected impact of this standard.

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 1 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 1 is effective for annual reporting periods beginning on or after January 1, 2025, with earlier application permitted as long as CSDS 2 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 1, 2025, 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

The Company’s digital assets consist of Bitcoin, Ethereum, Tether (USDT), USDC and Satoshis. These assets are held to support the Company’s strategic initiatives and are measured at fair value or cost depending on the availability of an active market.

As at January 31, 2026, the Company’s digital assets consisted of the below digital assets, with a fair value of $18,480,897. Of this total, 138 Bitcoin is held as collateral.

	Bitcoin	Bitcoin		Ethereum	Tether	Tether	USDC	USDC	Total Cryptocurrencies	Total Cryptocurrencies
Quantity		Fair Value	Quantity	Fair Value	Quantity	Fair Value	Quantity	Fair Value	Quantity	Fair Value
Balance as of October 31, 2024	8	831,342	-	-	-	-	-	-	8	831,342
Purchase (i)	58	8,340,228		295			346,887	473,848	346,945	8,814,371
Received in Exchange for shares in
private placement	10	1,153,915			358,650	491,672	493,572	681,382	852,232	2,326,969
Disposition	(1)	(104,432)		(244)	(357,170)	(488,041)	(840,459)	(1,182,130)	(1,197,630)	(1,774,847)
Gain on sale		12,898								12,898
Revaluationgain		1,133,380		305		(1,556)		26,900		1,159,029
Balance as of October 31,2025(ii)	75	11,367,331		356	1,480	2,075			1,555	11,369,762
Received in exchange for convertible note	92	13,267,858							92	13,267,858
Revaluation Loss		(6,917,498)		(137)		(68)				(6,917,703)
Balance as of January 31, 2026	167	17,717,691		219	1,480	2,007			1,647	17,719,917

• 8 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

3. Digital Assets (continued)

(i) The Company’s Bitcoin was received at an average cost of $131,993.

(ii) The Company’s digital assets are measured at fair value using the revaluation model. Had the Company’s digital a ssets been measured using the cost model, the carrying amount of Bitcoin as at January 31, 2026, would have been $23,535,028 (January 31, 2025 – $6,063,528).

	Legacy Satoshis Uncommon Satoshis Total Satoshis
	Quantity Carrying Amount Quantity Carrying Amount Quantity Carrying Amount
Balance as at October 31, 2024	5,000 1,282,463 1,000 58,627 6,000 1,341,090
Impairment Loss	- (574,501) - (5,609) - (580,110)
Balance as at October 31, 2025	5,000 707,962 1,000 53,018 6,000 760,980
Balance as at January 31, 2026	5,000 707,962 1,000 53,018 6,000 760,980

4. 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.

		Restricted
	Number of	Performance	Total
	Shares	Shares	Shares
	Issued and	Issued and	Issued and
	Outstanding	Outstanding	Outstanding
Balance, October 31, 2024	71,166,141	-	71,166,141
RSUs Vested and Issued (ii)	200,000	-	200,000
Advisor Shares Vested and Issued (ii)	2,000,000	-	2,000,000
Shares Issued in Private Placement (i)	33,421,853	-	33,421,853
Shares Issued for Services Rendered (ii)	89,130	-	89,130
Finders Warrants Exercised (iii)	207,777	-	207,777
Shares Issued for Options Exercised(ii)	20,200	-	20,200
Balance, October 31, 2025	107,105,101	-	107,105,101
Advisor Shares Vested and Issued(ii)	500,000	-	500,000
Balance, January 31, 2026	107,605,101	-	107,605,101

(i) 2025 Private Placements: During the year ended October 31, 2025, the Company issued 25,193,761 Common Shares through the below transactions. Additionally, the Company had $343,801 in share issuance costs for the year ended October 31, 2025. As of January 31, 2026, there were no additional shares issued.

• Concurrent Financing: On December 5, 2024, the Company closed its concurrent financing, issuing 12,306,840 shares for total gross proceeds of $6,153,420 (including $1,230,029 in advance proceeds received in the fiscal year ended October 31, 2024). On January 16, 2025, an additional 14,794 shares were issued for nil consideration to correct an administrative error on this subscription.

• Unit Offerings: In May 2025, the Company completed two private placements issuing a combined 12,872,127 Units for gross proceeds of $7,599,025. This consisted of 5,452,773 Units at $0.55 (warrant strike price $0.75) and 7,419,354 Units at $0.62 (warrant strike price $0.77). Proceeds were allocated based on the relative fair value of the shares and warrants, resulting in $6,829,677 allocated to Share Capital and $769,345 to Contributed Surplus.

• 9 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

4. Share Capital (continued)

(ii) Vesting and Exercises: For the year ended October 31, 2025 and the three month period ending January 31, 2026., the Company issued shares upon the vesting of incentive plans and the exercise of convertibles as follows:

• Vesting: In 2025, 2,200,000 shares were issued upon the vesting of RSUs and Advisor Shares. As of January 31, 2026, an additional 500,000 shares were issued upon the vesting of Advisor Shares.

• Exercises: During the year ended October 31, 2025, the Company issued 207,777 shares upon the exercise of warrants for gross proceeds of $56,920, and 20,200 shares upon the exercise of options for gross proceeds of $5,050. As of January 31, 2026, there were no warrants exercised.

(iii) Shares for Services: During the year ended October 31, 2025, the Company issued 89,130 Common Shares ($62,391 value) in settlement of services. This included 44,934 shares issued on April 30, 2025, measured at the fair value of services received ($12,748), and 44,196 shares issued on August 11, 2025, measured at the fair value of the equity instruments ($26,518) as the service value could not be reliably estimated. As of January 31, 2026, there were no shares issued in settlement of services.

5. Warrants

The Company evaluates the terms of warrants to determine their appropriate classification. Warrants are classified as equity if they require the delivery of a fixed number of shares for a fixed amount of cash (the "fixed-for-fixed" criterion). These are recorded at fair value at the date of grant and are not subsequently remeasured using the fair value method. The following table summarizes the changes in the Company’s outstanding warrants during the period:

			Number of	Weighted average
			Warrants	exerciseprice($)
Balance, October	31,	2024	-	-
Granted			7,035,985	0.75
Exercised			(207,777)	0.27
Balance, October	**31, **	2025	6,828,208	0.76
Granted			992,104	0.72
**Balance, January **	**31, **	2026	7,820,312	0.72

The following table reflects the Company's warrants outstanding and exercisable as at January 31, 2026:

Issuance	Transaction Description	Number of	Exercise	Exercise	Expiry
Date		Warrants		Price	Date
December	Reverse Takeover	176,225	$	0.23	December
09, 2024	Warrants				09, 2029
May 26,	Private Placement (Units)	2,726,384	$	0.75	May 26,
2025					2026
May 26,	Finders' Warrants	63,760	$	0.75	May 26,
2025					2026
May 30,	Private Placement (Units)	3,709,674	$	0.77	May 30,
2025					2026
May 30,	Finders' Warrants	152,165	$	0.77	May 30,
2025					2026
November 30,	Finders' Warrants	992,104	$	0.72	November 30,
2025					2030
Total		7,820,312

All warrants were valued using the Black-Scholes pricing model. Based on the total estimated vesting conditions, the fair value of the warrants is $2,096,406.

• 10 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

6. Stock Based Compensation

		Three months ended	Three months ended
		January 31,
		2026	2025
Share based options	$	207,673$	732,154
Share based RSUs		5,368	19,076
Share based performance shares		24,575	48,935
Share based advisor shares		161,806	397,237
Share based compensation expense	$	399,422 $	1,197,402

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. Based on the total estimated vesting conditions the total share based compensation expense for the three months ended January 31, 2026 is $207,673 (three months ended January 31, 2025 – $732,154).

Below is a summary of the activity related to outstanding options as at January 31, 2026 and October 31, 2025:

	Number of	Weighted average
	stock options	exerciseprice($)
Balance, October 31, 2024	11,615,434	0.33
Granted	3,154,539	0.49
Forfeited / Expired	(250,000)	0.84
Exercised	(20,200)	0.25
Balance, October 31, 2025	14,499,773	0.40
Balance, January 31, 2026	14,499,773	0.40

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.

• 11 -

Matador Technologies Inc. Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

6. Stock Based Compensation (continued)

The following table reflects the Company's stock options outstanding and exercisable as at January 31, 2026:

Series		Number of	Grant Date		Exercise	Fair Value at	Fair Value at	Expiry Date	Expected	Risk-Free	Expected
		Options			Price ($)	Grant Date /			Volatility	Rate	Life (Yrs)
							After
						Modification
							($)
	1	2,355,234	November 30,	$	0.25	$	0.24	January 01,	49.30 %	0.95 %	2
			2021					2027
	2	1,350,000	January 06,	$	0.25	$	0.73	January 06,	89.00 %	2.07 %	10
			2022					2035
	3	1,350,000	January 11,	$	0.25	$	0.22	January 10,	61.90 %	1.05 %	1
			2022					2026
	4	30,000	January 22,	$	0.25	$	0.27	January 19,	62.00 %	1.24 %	7
			2022					2032
	5	160,000	February 01,	$	0.25	$	0.27	February 01,	61.20 %	1.24 %	7
			2022					2032
	6	50,000	October 01,	$	0.25	$	0.52	October 01,	62.00 %	3.73 %	7
			2022					2032
	7	600,000	July 01, 2024	$	0.50	$	0.42	July 01, 2034	163.00 %	4.07 %	9
	8	5,700,000	August 01,	$	0.50	$	0.43	August 01,	163.00 %	3.49 %	9
			2024					2034
	9	2,110,000	January 08,	$	0.50	$	0.43	January 08,	92.79 %	2.05 %	10
			2025					2035
	10	10,824	June 20, 2025	$	1.14	$	0.58	June 20, 2028	85.08 %	3.56 %	3
	11	500,000	May 01, 2025	$	0.40	$	0.26	May 01, 2030	80.85 %	2.35 %	5
	12	283,715	October 29,	$	0.30	$	0.26	October 29,	92.21 %	2.15 %	10
			2025					2035

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. Based on the total estimated vesting conditions the total share based compensation expense for the three months ended January 31, 2026 is $5,368 (three months ended January 31, 2025 – $19,076).

• 12 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

6. Stock Based Compensation (continued)

Restricted Share Units (“RSU”) (continued)

Details on the RSUs outstanding are as follows:

				Number of
RSU		Number of RSUs	Fair Value at	RSUs
Series	Grant Date	Granted	Grant Date($)	Outstanding
4	July 31, 2025	44,196	0.60	44,196
5	January8, 2026	631,819	0.50	631,819

Below is a summary of the activity related to RSUs outstanding as at January 31, 2026 and October 31, 2025:

	Number of
	Units
Balance, October 31, 2024	266,000
Granted	44,196
Expired	(66,000)
Cancelled	(200,000)
Balance, October 31, 2025	44,196
Granted	631,819
Balance, January 31, 2026	676,015

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, 2025, 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, 2026 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, 2026 is $24,575 (three months ended January 31, 2025 – $48,935).

• 13 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

6. Stock Based Compensation (continued)

Performance Shares (continued)

Below is a summary of the activity related to Performance Shares outstanding as at January 31, 2026 and October 31, 2025:

			Number of
			Units
Balance, October	**31, **	2024	3,000,000
Balance, October	**31, **	2025	3,000,000
**Balance, January **	**31, **	2026	3,000,000

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, 2026, the Company granted nil Advisor Shares. As of January 31, 2026, 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, 2026 is $161,806 (three months ended January 31, 2025 – $397,237).

Below is a summary of the activity related to Advisor Shares outstanding as at January 31, 2026 and October 31, 2025:

			Number of
			Units
Balance, October	31,	2024	5,000,000
Vested			(2,000,000)
Balance, October	31,	2025	3,000,000
Exercised			(500,000)
**Balance, January **	**31, **	2026	2,500,000

(i) As of January 31, 2026, an additional 500,000 shares were vested.

7. Related Party Disclosures

Hillcrest Merchant Partners Inc. is a related party as it is controlled by a member of the Company’s key management personnel. DASA Media LLC is a related party as it is controlled by a different member of the Company’s key management personnel.

During the three months ended January 31, 2026, the Company paid $270,922 (three months ended January 31, 2025 – $406,802) in consulting fees to DASA Media LLC. and Hillcrest Merchant Partners Inc. for:

• a) Business operations support;

• b) HR services;

• c) Bookkeeping services;

• d) Corporate secretarial services;

• e) Financial advisory services.

• 14 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

7. Related Party Disclosures (continued)

These services were incurred in the normal course of operations.

Consulting fees paid to key management personnel for the three months ended January 31, 2026 totaled $287,872 (three months ended January 31, 2025 – $276,239). For the three months ended January 31, 2026, consulting fees included an annual bonus for the calendar year ended December 31, 2025. Share based payments to key management personnel and the Board of Directors of the Company for January 31, 2026, were valued using the Black-Scholes valuation model to be $13,257 (three months ended January 31, 2025 – $246,067) and this is included in share based compensation. Key management personnel is comprised of the Company’s Chief Executive Officer (“CEO”).

8. Net Loss per Share

	Three months ended	Three months ended
	January	31,
	2026	2025
Net loss	(7,011,172)	(5,914,634)
Weighted average number of shares outstanding	107,114,233	92,360,319
Basic and diluted lossper share	(0.07)	(0.06)

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.

Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument or asset custodian fails to meet its contractual obligations. The Company’s maximum exposure to credit risk is limited to the carrying amount of its cash, term deposits, and digital assets.

While the Company mitigates credit risk on cash and term deposits by holding them with reputable Canadian financial institutions, it is subject to a significant concentration of counterparty risk regarding its digital assets. The Company's Bitcoin and Satoshi assets are held entirely with third-party custodians. To mitigate this custodian credit risk, management performs regular assessments of the custodian, evaluating its financial stability, regulatory compliance, insurance coverage, and internal security protocols. Investors should note that digital assets held by the Company or its custodians are not insured by the Canada Deposit Insurance Corporation (CDIC), the Canadian Investor Protection Fund (CIPF), or any similar governmental or regulatory insurance agency.

• 15 -

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

Matador Technologies Inc.

9. Financial Instruments and Risk Management (continued)

Market Risk

Market risk is the risk that the fair value or future cash flows of an asset will fluctuate due to changes in market prices. The Company is exposed to significant digital asset price risk as a result of its holdings in Bitcoin and Satoshis. The market prices of these digital assets are highly volatile and can be materially affected by macroeconomic factors, regulatory developments, and shifts in market supply and demand. As at January 31, 2026, the Company held digital assets with a total carrying value of $18,480,897. A 10% increase or decrease in the market price of the Company's digital assets at the reporting date would result in a corresponding increase or decrease to comprehensive income (loss) of approximately $1,848,090, assuming all other variables remain constant.

The Company is also exposed to market risk through its secured convertible notes, which are designated at FVTPL. The fair value of the notes is sensitive to changes in the Company's share price, as the embedded conversion feature is valued using the Black-Scholes option pricing model. As at January 31, 2026, the convertible notes had a carrying value of $12,087,162. A 10% increase (decrease) in the Company's share price at the reporting date would result in an increase (decrease) in the fair value of the convertible note liability of approximately $8,730, with a corresponding impact recognized in profit or loss. The fair value is also sensitive to changes in expected volatility and the Company's credit spread, as disclosed in Note 12.

Interest Rate Risk

The Company is exposed to interest rate risk in connection with its secured convertible notes, which bear a fixed coupon of 8% per annum. While the fixed rate eliminates variability in contractual cash flows, changes in prevailing interest rates affect the fair value of the instrument. Because the convertible notes are designated at FVTPL, changes in fair value, including those driven by interest rate movements are recognized in profit or loss each reporting period.

Foreign Currency Risk

The Company's secured convertible notes are denominated in USD, while the Company's functional currency is CAD. As a result, the Company is exposed to foreign currency risk arising from fluctuations in the USD/CAD exchange rate. Changes in the exchange rate directly affect the Canadian dollar fair value of the outstanding notes and the related interest obligations. As at January 31, 2026, the USD-denominated convertible note had a principal balance of US$10,500,000. A 5% strengthening (weakening) of the USD against the CAD at the reporting date would result in an increase (decrease) in the carrying value of the convertible note liability of approximately $735,000, with a corresponding impact to profit or loss.

Conversion and Dilution Risk

The convertible notes are convertible into common shares at a floor conversion price of CAD$0.72 per share. At this floor price, the maximum number of common shares issuable upon full conversion of the US$10,500,000 principal balance is approximately 19,842,083 shares. Upon a successful uplisting to a senior U.S. exchange, the conversion price may adjust to the lower of 125% of the closing price on the listing date or 90% of the 5-day VWAP, which could result in a lower conversion price and a greater number of shares issued upon conversion, increasing the dilutive impact to existing shareholders.

• 16 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

9. Financial Instruments and Risk Management (continued)

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, which are due within one year, and the secured convertible notes maturing on December 7, 2027. The following table presents the contractual undiscounted cash flows of the Company's financial liabilities as at January 31, 2026:

	Less than 1 year	1 to 2 years	Total
Accounts payable and accrued liabilities	$320,841	$-	$320,841
Convertible notes – interest	$1,211,280	$1,028,695	$2,239,975
Convertible notes – principal	$-	$15,141,000	$15,141,000
Total	$1,532,121	$16,169,695	$17,701,816

The contractual cash flows for the convertible notes are presented at the undiscounted USD principal of US$10,500,000 translated at the January 31, 2026 exchange rate of CAD/USD 1.4420, plus contractual coupon interest at 8% per annum over the remaining term to maturity. These amounts differ from the carrying value of $12,087,162, which reflects the fair value of the instrument under the FVTPL designation. The Company manages liquidity risk associated with the convertible notes through its ongoing treasury strategy, including proceeds from its ATM equity program and potential future equity raises. Management monitors the collateral maintenance requirement of 150% of the principal value on an ongoing basis.

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, 2026, 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, Tether, Ethereum and USDC)		x
Secured Convertible Notes			x

X = Classification within the FV hierarchy

• 17 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

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, 2026, the Company's financial instruments are comprised of cash and cash equivalents, accounts payable and accrued liabilities, and the secured convertible notes. Cash and cash equivalents and accounts payable and accrued liabilities are measured at amortized cost; their carrying values approximate fair value due to their shortterm nature. The secured convertible notes are designated at FVTPL and are classified within Level 3 of the fair value hierarchy, as the valuation incorporates significant unobservable inputs including the Company's credit spread and assumptions used in the Black-Scholes model for the embedded conversion feature. During the three months ended January 31, 2026, there were no transfers between levels of the fair value hierarchy.

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, Tether and Ethereum – Level 2: The fair value of Bitcoin, Tether and Ethereum 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, Tether and Ethereum: 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.

• 18 -

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

Matador Technologies Inc.

10. Capital Risk Management (continued)

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, 2026 totaled $7,009,809 (at January 31, 2025 – $11,260,165).

11. Reverse Takeover

On August 8, 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 8,228,092 shares of SCC	4,114,049
Total considerationpaid	$ 4,114,049
Net assets (liabilities of SCC)
Cash and cash equivalents	770,908
HST recoverable	27,297
Interest receivable	(5,741)
Accountspayable and accrued liabilities	(1,300)
Net Assets of SCC	791,164
Total	$ 3,322,885

The fair value of the 8,228,092 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. Secured Convertible Note Facility

On November 10, 2025, the Company closed the initial drawdown under its secured convertible note facility with ATW Partners, issuing senior secured convertible notes in the aggregate principal amount of US$10,500,000. The Notes bear interest at 8% per annum and mature on December 7, 2027. The Notes are secured by Bitcoin collateral held by the Company, with a maintenance requirement of 150% of the principal value. As of the date of these financial statements, the Company holds 138 Bitcoin as collateral under this arrangement.

• 19 -

Matador Technologies Inc.

Notes to Condensed Interim Consolidated Financial Statements Three months ended January 31, 2026 and 2025 (Expressed in Canadian Dollars, unless otherwise stated) (Unaudited)

12. Secured Convertible Note Facility (continued)

The Notes are convertible into common shares at a floor conversion price of CAD$0.72 per share (equivalent to approximately US$0.5292 at the issuance date exchange rate). At this floor price, the maximum number of common shares issuable upon full conversion of the principal balance is approximately 19,842,083 shares. Upon a successful uplisting to a senior U.S. exchange, the conversion price may adjust to the lower of 125% of the closing price on the listing date or 90% of the 5-day VWAP, which may result in a conversion price below the CAD$0.72 floor and a correspondingly greater number of shares issued.

Because the conversion feature fails the "fixed-for-fixed" criterion under IAS 32, the Company has elected to designate the entire hybrid instrument at Fair Value Through Profit or Loss (FVTPL) pursuant to IFRS 9 paragraph 4.3.5. Under this designation, the convertible notes are measured at fair value at each reporting date, with changes in fair value recognized in profit or loss. Transaction costs are expensed as incurred.

In connection with the initial closing, the Company issued 992,104 broker warrants exercisable at CAD$0.72 per share for a period of five years. Based on a review of the warrant certificate, the warrants are exercisable at a fixed CAD price for a fixed number of shares and therefore satisfy the "fixed-for-fixed" criterion under IAS 32. Accordingly, the broker warrants are classified as equity instruments (contributed surplus).

In connection with the convertible note financing, the Company incurred total transaction costs of US$1,778,458 (CAD $2,489,841), comprised of: a commitment fee of US$525,000 (CAD $717,660), commissions and financing fees of US$773,125 (CAD $1,084,106), legal fees of US$275,000 (CAD $385,615), and interest of US$205,333 (CAD $281,463). Because the convertible notes are designated at FVTPL, all transaction costs have been expensed as incurred in the Statement of Profit or Loss. The proceeds of the Facility are restricted for the exclusive purpose of purchasing Bitcoin as part of the Company's treasury strategy.

The fair value of the convertible notes at January 31, 2026 was $12,087,162. The fair value was determined using a discounted cash flow model incorporating a market-derived discount rate of 18%, reflecting the Company's credit risk and comparable market yields for similar instruments. The conversion feature embedded within the Notes was valued using the Black-Scholes option pricing model with the following inputs:

• Share price at valuation date: CAD $0.18

• Conversion price (floor): CAD $0.72

• Expected volatility: 68%

• Risk-free rate: 3.5%

• Expected life: 1.85 years

13. Events After the Reporting Period

On February 3, 2026, the Company entered into an equity distribution agreement to establish an ATM equity program. Under this program, the Company may issue common shares from time to time at prevailing market prices to raise aggregate gross proceeds of up to CAD $30,000,000. The program terminates on January 22, 2028, or upon reaching the maximum funding limit. Concurrently, the Company obtained a waiver and amendment under its ATW convertible note facility to permit this program.

On February 17, 2026, the Company granted 2,800,000 incentive stock options to certain directors, officers, and consultants (which includes the re-issuance of 1,350,000 options to the CEO). The options are exercisable at $0.13 per share, possess a 10-year term expiring on February 17, 2036, and vest over a three-year period.

• 20 -