Matador Technologies Amends Convertible Note Facility to Expand At the Market Capacity and Commit a Fixed Share of Proceeds to Bitcoin
Matador Technologies (TSXV:MATA, OTCQB:MATAF) entered Amendment No. 2 to its US$100 million secured convertible note facility with a US-based institutional investor, creating an alternative definition of a “Permitted ATM” that allows expanded use of its existing at-the-market equity capacity.
Under the new option, before any U.S. senior exchange uplisting, at-the-market offerings conducted solely under Canadian shelf prospectus documents can qualify as Permitted ATMs if 10% of net proceeds from each qualifying common share sale is used to purchase Bitcoin. This Bitcoin must be deposited as additional collateral into the Facility’s controlled account within five business days after month-end. The alternative framework has no aggregate gross proceeds cap or limit on successive or concurrent ATMs while notes remain outstanding and has received conditional TSX Venture Exchange approval. The amendment does not increase Matador’s C$80 million base shelf or C$30 million ATM Program but removes Facility constraints on using that capacity.
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- Alternative Permitted ATM framework with no aggregate gross proceeds cap while notes are outstanding
- Contractual allocation of 10% of ATM net proceeds to Bitcoin builds additional secured Bitcoin collateral
- Amendment removes a Facility constraint on using the existing C$30 million ATM Program
- TSX Venture Exchange has granted conditional approval for the Amendment
- Facility, C$80 million base shelf and C$30 million ATM Program together provide a broader funding framework
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- Fixed 10% of net proceeds from qualifying ATM sales is contractually locked to Bitcoin purchases, reducing unrestricted capital from those raises
- Alternative Permitted ATM structure is available only prior to an uplisting to a senior U.S. stock exchange
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Key Highlights
Expanded Equity Capacity: Amendment No. 2 introduces an alternative permitted at the market framework under the Company's US
$100 million secured convertible note facility with a US based institutional investor.Contractual Bitcoin Allocation: An amount equal to 10 percent of the net proceeds of every qualifying sale of common shares will be applied to purchase Bitcoin, deposited as additional Bitcoin collateral within five business days following the end of the calendar month in which the sale settled.
Approval and Ratification: The Amendment has received the conditional approval of the TSX Venture Exchange. All other terms of the securities purchase agreement and the related transaction documents remain in full force and effect.
TORONTO, ON / ACCESS Newswire / August 17, 2026 / Matador Technologies Inc. ("Matador" or the "Company") (TSXV:MATA)(OTCQB:MATAF)(FSE:IU3), the Bitcoin Ecosystem Company, today announced that it has entered into Amendment No. 2 (the "Amendment") to its amended and restated securities purchase agreement dated November 7, 2025, as amended by a waiver and amendment agreement dated February 3, 2026 (the "SPA"), with an affiliate of a US based institutional investor (the "Investor"). The SPA governs the Company's US
Amendment to the Convertible Note Facility
The Amendment amends the definition of "Permitted ATM" in the SPA, which governs when the Company may conduct an at the market offering of its common shares while Notes remain outstanding. Prior to the Amendment, such an offering was permitted where the sale price of common shares exceeded the greater of 150 percent of the highest conversion price then in effect in respect of any outstanding Notes and US
The Amendment adds a second and alternative basis on which an at the market offering will qualify as a Permitted ATM. Solely prior to the date on which the Company completes an uplisting of its common shares to a senior United States stock exchange, an offering will qualify where (i) it is effected pursuant to a base shelf prospectus, prospectus supplement or similar prospectus based offering document filed with the applicable securities regulatory authorities in one or more provinces or territories of Canada only, and (ii) an amount equal to 10 percent of the net proceeds of each sale of common shares thereunder, after deduction of agents' commissions and fees payable in respect of such sale, is applied by the Company to purchase Bitcoin. There is no limit on the aggregate gross proceeds that may be raised under this alternative, and no restriction on the number of successive or concurrent at the market offerings or distribution agreements that may be effected, for so long as any Notes remain outstanding.
Bitcoin purchased with those proceeds will be deposited into the fully controlled account maintained under the security agreement entered into in connection with the Facility, as additional Bitcoin collateral, within five business days following the end of the calendar month in which the relevant sale settled. Such Bitcoin will constitute control collateral for all purposes of the transaction documents and will be subject to the release provisions of the security agreement on the same basis as all other control collateral. The Amendment further requires the Company, upon written request from the Investor, to deliver within five business days a notice setting out the net proceeds of all permitted at the market transactions completed during the calendar month specified, the purchase price and number of units of Bitcoin acquired with those proceeds, and confirmation of the deposit of that Bitcoin as additional Bitcoin collateral.
