Matador Technologies — M&A Activity 2024

NOTICE
NATIONAL INSTRUMENT 51-102
CHANGE IN CORPORATE STRUCTURE

To: Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission

Re: Matador Technologies Inc. (formerly, Scaling Capital 1 Corp.)

This notice is provided pursuant to Section 4.9 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102").

1. Parties to the Transaction

Matador Technologies Inc. (formerly, Scaling Capital 1 Corp.) (the "Company") and Matador Gold Technologies Inc. ("Matador").

1. Description of the Transaction

On December 9, 2024, pursuant to the terms of a merger agreement between the Company and Matador dated October 16, 2024, (the "Arrangement Agreement"), the Company completed a reverse takeover structured as a court approved plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario) whereby the Company, a capital pool company listed on the TSX Venture Exchange:

• effected a consolidation of its outstanding common shares on the basis of one post-consolidation common share for every 2.2727 pre-consolidation common shares;
• acquired all of the issued and outstanding common shares of Matador (the "Matador Shares") on the basis of one post-consolidated common share of the Company for each one Matador Share (the "Transaction");
• adopted a stock option plan, and a restricted share unit and performance share unit plan;
• reconstituted its leadership by replacing all former directors and officers and expanded its board of directors to five members;
• completed a name change from "Scaling Capital 1 Corp." to "Matador Technologies Inc."; and
• appointed Kingston Ross Pasnak LLP as auditors.

Additional information regarding the Transaction is found in the management information circular of the Company dated October 16, 2024 (the "Information Circular") and the

Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102
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Company's filing statement dated November 29, 2024 (the "Filing Statement"), both of which are available under the Company's issuer profile on SEDAR+ at www.sedarplus.com.

3. Effective Date of the Transaction

The Transaction became effective on December 9, 2024.

4. Names of Each Party that Ceased to Be a Reporting Issuer Subsequent to the Transaction and of each Continuing Entity

Following the Transaction, the Company continues to be a reporting issuer in Ontario, Alberta, and British Columbia.

5. Date of the Reporting Issuer's First Financial Year End Following the Transaction

October 31, 2025.

6. The Periods of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year Subsequent to the Transaction

The Company's financial statements required to be filed for the first financial year subsequent to the Transaction herein are as follows:

7. Document(s) filed that describe the Transaction and where such document(s) can be found in electronic format

Details of the Transaction can be found in the following documents:

• news releases of the Company dated August 13, 2024, October 17, 2024, December 4, 2024, and December 10, 2024;
• the Arrangement Agreement filed on October 28, 2024;
• material change report dated October 28, 2024;
• material change report dated December 17, 2024;
• Information Circular; and

Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102
Page 3 of 3

• Filing Statement.

each of which has been electronically filed with the Canadian securities regulators and is available on the System for Electronic Document Analysis and Retrieval+ (SEDAR+) at www.sedarplus.ca under the Company's issuer profile.

8. Date of Report

December 18, 2024.