Matador Technologies Inc. Enters Binding LOI to Partner with Indian Digital Asset Product Strategy Firm

Rhea-AI Summary

Matador Technologies Inc. (MATAF) has entered into a binding letter of intent to invest up to USD$3.2 million in HODL Systems, an Indian technology company. The investment would provide Matador with up to 24.95% ownership stake through a share warrant structure. The first tranche is expected to close by July 10, 2025.

The partnership includes a licensing agreement for Matador to distribute its digital gold product and Ordinals technology in India. The strategic move targets India's significant gold market, where households hold over 25,000 tonnes of gold, combined with a young, tech-savvy population where 65% are under 35. The investment must be completed within 18 months, with share warrants convertible at a 1:1 ratio.

Positive

• Strategic entry into India's large digital asset and gold market
• Potential revenue stream through licensing of digital gold and Ordinals technology
• Acquisition of significant ownership stake (24.95%) in HODL Systems
• Alignment with company's digital asset ecosystem expansion strategy

Negative

• Investment subject to multiple regulatory approvals and conditions
• Extended timeline for complete investment (18 months) creates execution risk
• Transaction dependent on HODL shareholder approval

TORONTO, May 29, 2025 (GLOBE NEWSWIRE) -- Matador Technologies Inc. (“Matador” or the “Company”) (TSXV: MATA, OTCQB: MATAF) is pleased to announce that it has entered into a binding letter of intent ("LOI") 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 LOI, Matador will commit to invest up to USD$3,200,000 (“Investment Amount”) in a share warrant structure that would provide Matador up to 24.95% ownership stake in HODL, assuming full exercise of the warrants. This investment aligns with Matador’s strategy to increase its exposure to the global digital asset ecosystem.

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 agreement is intended to support Matador’s expansion into new markets within the digital asset sector. Both the LOI and the licensing agreement remain subject to the approval of the TSX Venture Exchange (the “Exchange”), and the investment is subject to Exchange acceptance of the Change of Business.

The first tranche of the aforesaid warrant investment is expected to close on or before July 10, 2025, subject to customary conditions and regulatory approvals.

Key Highlights & Strategic Rationale

• Expansion into the Indian Market: India is a large and growing market for technology and digital assets. This investment allows Matador to establish a foothold in this dynamic region.
• Balance Sheet Strategy: HODL’s business model aligns with Matador’s broader investment thesis around the adoption of digital assets and the integration of decentralized financial assets.
• Licensing Agreement for Digital Gold & Ordinals Technology: By bringing its proprietary digital gold product and Ordinals technology to India through HODL, Matador aims to broaden access to its blockchain-based products through this partnership.
• Capturing a Digitally Native Gold Market: India is the largest private gold-owning country in the world, with households holding more than 25,000 tonnes of gold (World Gold Council). At the same time, over 65% of India’s population is under the age of 35, with a growing middle class increasingly adopting mobile-first, digital investment platforms (UNDP India). Matador and HODL plan to offer blockchain-based investment products tailored to younger, tech-savvy investors in India.
• Potential for Long-Term Value Creation: Through this investment and licensing arrangement, Matador may participate in HODL’s future growth and expansion into digital asset markets.
  

Additional Information from the Letter of Intent

• Date of Agreement: May 29, 2025 (“Effective Date”)
• Investment Timelines: 25% of the Investment Amount on or before July 10, 2025, and the remaining 75% of the Investment Amount on or before 18 months from the date of allotment of the share warrants.
• Valuation Report: HODL will obtain a valuation report from an independent registered valuer, acceptable to Matador, to ensure compliance with applicable regulations and provide transparency in the transaction.
• Conversion Terms of Share Warrants: The Share Warrants are convertible into equity shares of HODL at a 1:1 ratio at any time within 18 months from the date of allotment, at Matador’s discretion.
• Conditions of Offer:
  • The board of directors of HODL are expected to accept the LOI as of the Effective Date.
  • As a pre-requisite to the proposed transaction, shareholders of HODL must approve the proposed subscription.
  • The share warrants must be issued and allotted to Matador in dematerialized form within 15 days of shareholders’ approval, which time period may be extended for receipt of regulatory approvals as permitted under law.
  • The post-issue shareholding of Matador will not exceed 24.95% on a fully diluted basis unless waived in writing.
    

Deven Soni, CEO of Matador Technologies Inc., commented: "This strategic investment in HODL underscores our commitment to expanding our footprint in high-growth markets and advancing the adoption of digital asset-centric financial strategies. By partnering with HODL, we are poised to deliver innovative digital asset solutions to the Indian market, aligning with our mission to drive global financial inclusion through decentralized technologies."

Mark Moss, Chief Visionary Officer of Matador Technologies Inc., commented: “At Matador, we believe the next wave of global financial infrastructure will be built on digital assets. By aligning with HODL, we’re not just expanding geographically—we’re expanding the reach of the digital assets’ ecosystem into a key innovation hub.”

For additional information, please contact:

Media Contact:
Sunny Ray
President
Email: sunny@matador.network
Phone: 647-496-6282

About Matador Technologies Inc.
Matador Technologies Inc. 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.

The Company’s flagship offering, the Digital Gold Platform, allows users to buy, sell, and trade 1-gram gold units inscribed as Bitcoin Ordinals—bridging traditional value with decentralized technology. With a Bitcoin-first strategy, a debt-free balance sheet, and a clear focus on innovation, Matador is helping shape the future of financial infrastructure on Bitcoin.

Cautionary Statement Regarding Forward-Looking Information

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including risks associated with the implementation of the Company's treasury management strategy, risks relating to whether the transaction with HODL will be concluded as currently proposed or at all, risks relating to the receipt of applicable regulatory approvals and the launch of the Company's mobile application as currently proposed or at all. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including with respect to the potential acquisition of digital assets and/or US dollars, the pricing of such acquisitions and the timing of future operations. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

FAQ

What is the investment amount and ownership stake Matador (MATAF) will acquire in HODL Systems?

Matador will invest up to USD$3.2 million to acquire up to 24.95% ownership stake in HODL Systems through a share warrant structure.

When is the first investment tranche expected to close for Matador's investment in HODL?

The first tranche, representing 25% of the total investment amount, is expected to close on or before July 10, 2025.

What products will Matador license to HODL Systems in India?

Matador will license its proprietary digital gold product and Ordinals technology for distribution in the Indian market.

Why is Matador (MATAF) targeting the Indian market for expansion?

India represents a strategic market with households holding over 25,000 tonnes of gold and a young population (65% under 35) increasingly adopting digital investment platforms.

What are the key conditions for Matador's investment in HODL Systems?

The investment requires TSX Venture Exchange approval, HODL shareholder approval, and completion of share warrant conversion within 18 months of allotment.