MATADOR

MATADOR TECHNOLOGIES INC.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2026 (EXPRESSED IN CANADIAN DOLLARS, UNLESS STATED OTHERWISE)

Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

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 and six months ended April 30, 2026 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, 2025. 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 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, 2025 and October 31, 2024, together with the notes thereto, and the unaudited condensed interim consolidated financial statements for the three and six months ended April 30, 2026, 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 Accounting Standard 34, Interim Financial Reporting.

Accordingly, information contained herein is presented as of June 24, 2026, 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.

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.

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 at www.sedarplus.ca.

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", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements in this Interim MD&A include, without limitation, statements regarding the Company's Bitcoin treasury strategy and its objective to accumulate 1,000 Bitcoin by the end of 2026; the Company's expectation regarding the sufficiency of its capital resources; the ATM Program and the base shelf prospectus; the secured convertible note facility with ATW Partners, including the Bitcoin collateral maintenance covenant and conversion mechanics; the ISDA Agreement with Galaxy and the Company's Bitcoin yield strategy; the Company's potential listing on a senior United States exchange; and the development of the Company's Digital Asset Platform.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

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 discussed or referenced in this Interim MD&A and the Company's other continuous disclosure filings available on SEDAR+. These factors include, among others, the volatility of the price of Bitcoin and other digital assets; the Company's history of operating losses and need for additional financing; regulatory developments affecting digital assets in Canada and other jurisdictions; foreign currency fluctuations, in particular the USD/CAD exchange rate applicable to the Company's USD-denominated secured convertible notes; counterparty and custodial risk in respect of the Company's digital assets; dilution risk arising from the conversion of the secured convertible notes and from issuances under the ATM Program; and general economic, market and business conditions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such forward-looking statements are based upon the Company's reasonable beliefs and assumptions, including assumptions as to the Company's continued ability to access capital, the ongoing operation of digital asset markets and custodians, and the absence of material adverse changes in applicable law. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated.

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, future events, or otherwise, except as may be required by applicable securities law.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART I – COMPANY AND HIGHLIGHTS

THE COMPANY

Matador Technologies Inc. (TSXV: MATA, OTCQB: MATAF, FSE: IU3) is a publicly listed, Bitcoin-first treasury company dedicated to bridging traditional finance with the emerging digital economy. The Company's core strategy centers on aggressively holding Bitcoin as its principal treasury reserve asset while building the infrastructure and products necessary to accelerate the adoption of the broader Bitcoin network. Matador aims to deliver outsized, long-term shareholder value through a combination of disciplined Bitcoin accumulation, innovation in Bitcoin-based technologies, and targeted investments in digital asset infrastructure, all while prioritizing capital efficiency.

A cornerstone of Matador's value creation model is the systematic expansion of its corporate treasury, driven by a stated corporate objective to accumulate 1,000 Bitcoin by the end of 2026. As at April 30, 2026, the Company held 168.16 Bitcoin and a nominal amount of other liquid digital assets, representing approximately 16.8% of its 1,000 Bitcoin target. To maximize its Bitcoin-per-share metrics, the Company employs strategic capital market initiatives and actively generates yield through sophisticated Bitcoin volatility strategies, including, commencing in the second quarter of fiscal 2026, the writing of covered call options under an ISDA Master Agreement with Galaxy Digital Holdings Ltd. ("Galaxy"). Additionally, Matador maintains strategic international exposure through the option to subscribe to warrants that grant the right to acquire up to a 24% ownership stake in HODL Systems, a publicly traded Bitcoin treasury company listed in India. The execution of this investment is currently deferred pending further regulatory clarity regarding digital assets in the Indian jurisdiction. Once exercised, this positioning is intended to provide Matador with a global capital advantage and open cross-border arbitrage opportunities.

Matador's thesis is that Bitcoin is not only a superior treasury reserve asset, but also the ultimate foundation for a new wave of financial and cultural innovation. Operating as a launchpad for the Bitcoin ecosystem, the Company is focused on developing products, platforms, and partnerships that strengthen the utility, reach, and relevance of the network. This includes the rollout of its Digital Asset Platform, which leverages the Bitcoin network and Ordinals to deliver secure, tokenized real-world assets (such as gold) on-chain. Supported by strategic collaborations with industry leaders like UTXO Management, Matador is actively exploring Layer 2 solutions. By integrating traditional assets with Bitcoin-native technologies, Matador is helping transform Bitcoin from a simple store of value into a platform for scalable financial utility.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected financial information for the eight most recently completed quarters. The information is derived from the Company's consolidated financial statements prepared in accordance with IFRS.

Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

During the second quarter of fiscal 2026 (quarter ended April 30, 2026), operating expenses moderated to $1,306,527, compared with $3,552,607 in the first quarter of fiscal 2026 and $1,640,241 in the comparative quarter ended April 30, 2025. The sequential decline of $2,246,080 reflects the non-recurrence of the financing-related costs that characterized the first quarter, in particular the $717,660 commitment fee and the elevated professional fees recognized in connection with the initial drawdown under the secured convertible note facility with ATW Partners. By contrast, the volatility in Total Comprehensive Loss across the periods presented continues to be driven principally by the Company's digital asset treasury and other non-cash adjustments, as discussed below.

Quarter Ended April 30, 2026 (Q2 2026): The Company recorded a comprehensive loss of $4,861,632. Operating expenses for the quarter were $1,306,527; the loss was driven principally by non-cash items, comprising a $2,816,802 net fair value loss on the secured convertible notes and a $441,320 unrealized loss on digital assets, together with a cash item of $278,579 of interest expense on the Notes. The absence of any revaluation gain or loss recognized in other comprehensive income for the quarter reflects that the cumulative revaluation surplus on the Company's liquid digital assets had been fully depleted earlier in the fiscal year, such that further unrealized declines are recognized in net loss rather than in other comprehensive income.

Quarter Ended January 31, 2026 (Q1 2026): The Company recorded an outsized comprehensive loss of $8,228,439. While the net loss for the period was mitigated by a non-cash fair value adjustment gain on the convertible note, this was eclipsed by a substantial unrealized mark-to-market loss on digital assets, the majority of which was recognized in net loss and the remainder in other comprehensive loss. This reflected the inherent volatility of the digital asset markets and the outsized impact it has on the Company's overall financial reporting, together with the financing-related transaction costs recognized in the quarter.

Quarter Ended October 31, 2025 (Q4 2025): Comprehensive loss expanded to $3,246,196. While core operating expenses stabilized at $2,129,341, the quarter was impacted by year-end adjustments, most notably a $580,110 non-cash impairment loss recognized on holdings of Legacy and Uncommon Satoshis to reflect a contraction in numismatic Bitcoin market premiums.

Quarter Ended July 31, 2025 (Q3 2025): Despite maintaining high operating expenses of $2,248,399, the comprehensive loss narrowed dramatically to $520,017. This positive volatility demonstrated the impact of the Company's Bitcoin strategy, as unrealized mark-to-market revaluation gains on the expanding digital asset treasury significantly offset cash operating burn during the period.

BALANCE SHEET TRANSFORMATION AND TREASURY EXPANSION

As at April 30, 2026, the Company had total assets of $18,985,804, representing an increase compared to $15,201,921 as at October 31, 2025. This growth continued to be driven by the execution of the Company's Bitcoin treasury strategy. Total digital asset holdings grew from $12,130,741 at year-end to $18,277,293 as at April 30, 2026. The expansion was fueled principally by the receipt during the first quarter of 92 Bitcoin acquired through the proceeds of the secured convertible note facility, partially offset by an aggregate unrealized loss on digital assets of $7,359,024 recognized over the six month period as the price of Bitcoin declined. During the second quarter, the Company also acquired an additional 2.0 Bitcoin at an average price of approximately US$74,906 per Bitcoin, inclusive of fees and expenses, using net proceeds raised under the ATM Program, and allocated the acquired Bitcoin to its Bitcoin yield generation strategy with Galaxy under the ISDA Agreement (see the Company's news release dated April 17, 2026, available on SEDAR+). As at April 30, 2026, the Company held 168.16 Bitcoin, of which 138 Bitcoin with a fair value of $14,368,752 were pledged as collateral under the Facility and a further amount of Bitcoin with a fair value of $909,624 was posted as margin in the Company's Galaxy collateral account.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

LIQUIDITY AND CAPITAL DEPLOYMENT

As at April 30, 2026, the Company had total cash on hand of $408,127 compared to $2,445,801 as at October 31, 2025. The decrease in fiat cash reflects the Company's ongoing cash burn, with $2,986,284 used in operating activities during the six month period, partially offset by $1,186,377 of net proceeds raised under the ATM Program. The ATM proceeds were used for the acquisition of Bitcoin and general corporate purposes. The Company closed a US$10,500,000 secured convertible note facility in November 2025; the proceeds of this facility were restricted for the exclusive purpose of purchasing Bitcoin and accordingly did not increase fiat cash reserves, but rather resulted in the non-cash receipt of digital assets. To support operating liquidity and maintain flexibility, the Company established a CAD$30,000,000 At-The-Market ("ATM") equity program (the "ATM Program") in February 2026 and commenced drawing on it during the second quarter.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART II – REVIEW OF FINANCIAL RESULTS

SECOND QUARTER AND YEAR-TO-DATE RESULTS

The following table summarizes the Company's results of operations for the three and six months ended April 30, 2026, with comparative figures for the corresponding periods in 2025.

For the three months ended April 30, 2026, operating expenses were $1,306,527, a decrease from $1,640,241 for the comparative period in 2025. For the six months ended April 30, 2026, operating expenses were $4,859,134, an increase from $4,348,017 for the comparative six month period in 2025, representing an increase of $511,117 or approximately 11.8%. The year-to-date increase was driven primarily by professional fees, which rose to $1,974,536 for the six months ended April 30, 2026 from $686,112 in the comparative period, an increase of $1,288,424, reflecting the legal and advisory costs associated with the initial drawdown of the secured convertible note facility, together with the $717,660 commitment fee recognized in the first quarter. These increases were partially offset by a decrease in share-based compensation to $960,527 for the six months ended April 30, 2026 from $1,945,523 in the comparative period, a decrease of $984,996 or approximately 50.6%, and by lower advertising and promotion and general and administrative costs.

For the three months ended April 30, 2026, the Company recorded a net loss and comprehensive loss of $4,861,632, compared to a net loss of $1,639,531 and a comprehensive loss of $2,542,235 for the same period in 2025. For the six months ended April 30, 2026, the Company recorded a net loss of $11,872,806 and a total comprehensive loss of $13,090,073, compared to a net loss of $7,554,166 and a comprehensive loss of $7,626,576 for the comparative six month period in 2025. The year-to-date comprehensive loss was driven principally by non-cash items, including a $6,141,757 unrealized loss on digital assets recognized in net loss, a $1,217,267 revaluation loss on digital assets recognized in other comprehensive loss, a $166,432 net charge in respect of the fair value of the convertible notes, and a cash item of $560,042 of interest expense on the Notes. Basic and diluted loss per share was $0.04 for the three months ended April 30, 2026 (three months ended April 30, 2025 – $0.03) and $0.12 for the six months ended April 30, 2026 (six months ended April 30, 2025 – $0.09).

As at April 30, 2026, the Company's total assets were $18,985,804, up from $15,201,921 as at October 31, 2025. This asset growth was driven by the execution of the Company's treasury strategy through the November 2025 closing of the US$10,500,000 secured convertible note facility with ATW Partners, the proceeds of which were restricted exclusively for the purchase of Bitcoin. Consequently, total digital assets grew to $18,277,293, comprising $2,998,917 of digital assets, $14,368,752 of digital assets pledged as collateral, and $909,624 of restricted digital assets posted as margin, while fiat cash and cash equivalents decreased to $408,127 as at quarter-end.

KEY TAKEAWAYS

The second quarter of fiscal 2026 was characterized by a normalization of operating expenses following the financing-driven costs of the first quarter, set against continued mark-to-market volatility in the Company's digital asset treasury and the secured convertible notes. The Company materially expanded its Bitcoin holdings over the six month period while commencing a Bitcoin yield strategy under the ISDA Agreement with Galaxy, and supplemented its liquidity through the ATM Program.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART III – FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2026, the Company had a working capital balance of $522,328 (October 31, 2025 – $2,708,084), and shareholders' equity, attributable to the owners of the Company, of $3,895,657 (October 31, 2025 – $14,838,826). The decrease in shareholders' equity over the six month period was driven principally by the net loss of $11,872,806 and the depletion of the $1,217,267 accumulated other comprehensive income balance, partially offset by net proceeds of $1,186,377 raised under the ATM Program. The Company currently anticipates having sufficient cash and cash equivalents, together with access to the ATM Program, to meet its current operating and administrative costs for the next 12 months. The Company has no capital commitments as at the date of this report.

The Company's secured convertible notes are secured by a pledge of Bitcoin equal to 150% of the principal amount outstanding under the Facility (the "Bitcoin Collateral Maintenance Covenant"). As at April 30, 2026, 138 Bitcoin with a fair value of $14,368,752 were pledged as collateral under the Facility. Management monitors the Bitcoin Collateral Maintenance Covenant on an ongoing basis. In addition, the Company posts Bitcoin as margin to the Galaxy collateral account to support its open derivative positions under the ISDA Agreement; as at April 30, 2026, digital assets with a fair value of $909,624 were posted as margin. The required margin fluctuates with the fair value of the underlying Bitcoin and the mark-to-market exposure of the open positions, which may require the Company to post additional Bitcoin from time to time.

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

CASH FLOW

As at April 30, 2026, the Company had cash and cash equivalents of $408,127. The net decrease in cash of $2,037,674 from the October 31, 2025 cash balance of $2,445,801 was driven primarily by cash used in operating activities of $2,986,284 and cash used in investing activities of $237,767, partially offset by cash provided by financing activities of $1,186,377.

Cash used in operating activities of $2,986,284 for the six months ended April 30, 2026 reflected the net loss of $11,872,806, adjusted for non-cash items including share-based compensation of $960,527, an unrealized loss on digital assets of $6,141,757, professional fees of $1,469,722 settled in digital assets, and a fair value adjustment on the convertible note of $166,432, together with favourable changes in non-cash working capital of $148,084 arising from a decrease in prepaid expenses of $324,995, a decrease in accounts payable and accrued liabilities of $182,398, and an increase in the derivative liability of $5,487.

Cash used in investing activities of $237,767 for the six months ended April 30, 2026 comprised $260,525 of digital asset purchases settled in cash, partially offset by $22,758 of proceeds received on the disposition of digital assets. Cash provided by financing activities of $1,186,377 comprised the net proceeds from common share issuances under the ATM Program. The Company also received digital assets with a value of $13,270,312 in financing transactions during the period, principally the Bitcoin acquired with the restricted proceeds of the Facility, which is a non-cash financing and investing transaction.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

OFF-BALANCE SHEET ARRANGEMENTS

As at 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 its financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART IV – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's overall objective is to set policies that minimize risk as far as possible without unduly affecting competitiveness and flexibility. To reduce the potentially adverse effects of risks on the Company's financial performance, management identifies, evaluates and, where appropriate, mitigates the financial risks arising from the Company's use of financial instruments. Further detail is provided in Note 9 to the unaudited condensed interim consolidated financial statements.

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. 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 with third-party custodians, and Bitcoin posted as margin under the ISDA Agreement is exposed to Galaxy as counterparty. To mitigate this custodian and counterparty credit risk, management performs regular assessments of each custodian and counterparty, evaluating 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.

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 fair value through profit or loss ("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 April 30, 2026, the USD-denominated convertible note had a principal balance of US$10,500,000 and a carrying value of $14,903,964. 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 $745,000, with a corresponding impact to profit or loss.

CONVERSION AND DILUTION RISK

The secured 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 United States exchange, the conversion price may adjust to the lower of 125% of the closing price on the listing date or 90% of the five-day volume-weighted average price of the common shares immediately following the listing, subject to the floor conversion price, which could result in a lower conversion price and a greater number of shares issued upon conversion, increasing the dilutive impact to existing shareholders.

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 monitors the maturity dates of existing accounts payable and accrued liabilities and its other commitments to mitigate this risk. As at April 30, 2026, the Company's financial liabilities consisted of accounts payable and accrued liabilities of $180,696, which are due within one year, a derivative financial liability of $5,487, and secured convertible notes with a carrying value of $14,903,964 maturing on December 7, 2027.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

The contractual undiscounted cash flows for the Company's financial liabilities, comprising of accounts payables and the undiscounted USD principal of the Notes translated at the April 30, 2026 exchange rate of CAD/USD 1.3624 plus contractual coupon interest at 8% per annum, total $1,337,600 due within one year and $15,005,682 due in one to two years. The Company manages liquidity risk associated with the convertible notes through its ongoing treasury strategy, including proceeds from the ATM Program and potential future equity raises. Furthermore, management monitors the Bitcoin Collateral Maintenance Covenant of 150% of the principal value on an ongoing basis.

The Company is also subject to a contingent liquidity exposure under the covered call options it has written on its Bitcoin holdings under the ISDA Agreement with Galaxy. If exercised, these options would require the Company to deliver the underlying Bitcoin at the strike price or to settle the in-the-money amount in cash. As at April 30, 2026, the open positions had a notional of 25 Bitcoin, strike prices ranging from US$80,000 to US$97,000, and expiry dates in May 2026, and all were out of the money. Any delivery or settlement obligation would be satisfied from the Bitcoin already posted as margin in the Company's Galaxy collateral account, and the related exposure was nominal to the Company's financial statements as at that date.

MARKET RISK – DIGITAL ASSET PRICE 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 April 30, 2026, the Company held liquid digital assets measured at fair value with a total carrying value of $17,516,313. A 10% increase or decrease in the market price of the Company's liquid digital assets at the reporting date would result in a corresponding increase or decrease to other comprehensive income (loss) of approximately $1,751,631, assuming all other variables remain constant.

The Company is also exposed to digital asset price risk through the covered call options it has written on its Bitcoin holdings under the ISDA Agreement with Galaxy, which are measured at fair value through profit or loss. As at April 30, 2026, the Company had written covered call options with a notional of 25 Bitcoin and strike prices ranging from US$80,000 to US$97,000, expiring in May 2026, all of which were out of the money at the reporting date. An increase in the market price of Bitcoin increases the fair value of these written options, with the change recognized in profit or loss, and, to the extent the options are exercised, obliges the Company to deliver the underlying Bitcoin at the strike price or to settle in cash, thereby limiting the Company's participation in Bitcoin price appreciation on the Bitcoin covered by the options. A decrease in the market price of Bitcoin reduces the fair value of the written options in the Company's favour, and options that expire out of the money result in the Company retaining the premium received. The aggregate fair value of the open positions at April 30, 2026 was nominal.

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 April 30, 2026, the convertible notes had a carrying value of $14,903,964. The fair value is also sensitive to changes in expected volatility, the applicable discount rate, and the Company's credit spread, as disclosed in Note 9 and Note 12 to the unaudited condensed interim consolidated financial statements.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART V – RELATED PARTY TRANSACTIONS AND COMPENSATION

RELATED PARTY TRANSACTIONS

The Company has identified the following entities as related parties: Hillcrest Merchant Partners Inc. (an entity controlled by a director, which provides business operations, human resources, bookkeeping, corporate secretarial, capital markets advisory and financial advisory services); DASA Media LLC (an entity controlled by the Chief Executive Officer); and UTXO Management LLC (an entity controlled by a director of the Company).

Transactions with related parties for the three and six months ended April 30, 2026 and 2025 were as follows:

Share-based payments to key management personnel and directors for the three months ended April 30, 2026 are summarized below:

As at April 30, 2026, $nil (October 31, 2025: $nil) was owing to related parties and is included in accounts payable and accrued liabilities.

PART VI – CAPITAL MANAGEMENT AND OUTSTANDING SECURITIES

CAPITAL MANAGEMENT

The Company's objective when managing capital is to safeguard its ability to continue as a going concern to provide returns for shareholders and benefits for other stakeholders. 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 considers its capital to be equity, comprising share capital, stock options, RSUs, PSUs, Advisor Shares, and the accumulated deficit. As at April 30, 2026, total equity was $3,895,657 (October 31, 2025 – $14,838,826). The Company manages its capital structure through equity issuances under the ATM Program, debt drawdowns under the ATW Facility, and ongoing management of its operating expenditures.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

OUTSTANDING SECURITIES

The outstanding securities presented as at June 24, 2026 reflect the issuance of 500,000 Advisor Shares after the period end, which moved from the Advisor Share pool into issued common shares, and the expiry, unexercised, of an aggregate of 6,641,983 common share purchase warrants between May 28, 2026 and June 8, 2026, as described in Part X – Subsequent Events.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART VII – RISKS

RISKS AND UNCERTAINTIES

Given the nature of the Company's business and its current stage of development, prospective investors should carefully consider the specific and general risks involved in an investment in the Company. The Company has a history of operating losses and negative cash flows from operations and expects to continue to incur losses for the foreseeable future. The Company will require additional capital to fund its Bitcoin treasury strategy and operations, and there can be no assurance that such capital will be available on acceptable terms, or at all. The availability of equity financing under the ATM Program is dependent upon prevailing market prices for the Company's common shares and orderly trading markets.

Global economic and financial market deterioration may impede access to capital or increase the cost of financing. Regulatory compliance risks, including potential changes in the laws governing digital assets in Canada and other jurisdictions, may materially affect the Company's business model and the manner in which it holds and accounts for its digital assets. The Company is exposed to foreign currency risk, principally through its USD-denominated secured convertible notes, and to concentration of control considerations associated with its key management personnel and related parties.

The Company also faces challenges related to product development, rapid technological change, and dependence on technical infrastructure. The protection of intellectual property and privacy, the security of the Company's systems against cyberattacks and system failures, and the Company's ability to manage market expansion, rapid growth, and competition may each impact the Company's business trajectory. The Company depends on a limited number of key personnel, and the loss of any such individual could adversely affect operations. The Company may also be subject to uninsured or underinsured losses.

Fluctuations in cryptocurrency prices and regulatory uncertainty in the digital asset market pose significant financial and compliance risks. The market prices of Bitcoin and other digital assets are highly volatile, and a sustained decline in the price of Bitcoin would adversely affect the carrying value of the Company's treasury, its comprehensive loss, and its compliance with the Bitcoin Collateral Maintenance Covenant under the ATW Facility. The trading, custody, and security of digital assets are subject to operational and counterparty risks, and digital assets held by the Company or its custodians are not insured by the CDIC, the CIPF, or any similar agency.

The market for the Company's 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 common shares at desired prices or at all. The conversion of the secured convertible notes and issuances under the ATM Program may result in substantial dilution to existing shareholders. Finally, there may be additional unknown or unforeseen risks that could materially impact the Company's business operations, financial condition, and future growth.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

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

CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING POLICIES

The preparation of the unaudited condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

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 are measured at fair value under the revaluation model in IAS 38, with revaluation gains and losses recognized in other comprehensive income to the extent of any revaluation surplus and otherwise in profit or loss. Satoshis are measured using the cost method, less any impairment, due to the lack of an active market available to reliably determine their fair value. 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, and 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 the instrument and the expected volatility, and the making of assumptions about them.

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 for the debt host and a Black-Scholes option pricing model for the embedded conversion feature, incorporating estimates of the Company's credit risk, market-derived discount rates, expected volatility, the risk-free interest rate, the expected life of the instrument, and the probability and timing of a United States listing. Changes in these assumptions could result in materially different fair value measurements.

Management continuously reviews the assumptions and underlying data used in these estimates to ensure they reflect the best available information at the reporting date.

NEW ACCOUNTING STANDARDS NOT YET EFFECTIVE

Certain new standards, amendments and interpretations have been issued but are not yet effective for the period ended April 30, 2026 and have not been early adopted. IFRS 18 – Presentation and Disclosure in Financial Statements, effective for annual periods beginning on or after January 1, 2027, introduces new requirements for the presentation and disclosure of information in the financial statements, including specified categories and subtotals in the statement of profit or loss, and is intended to improve comparability of financial performance among similar entities. The Company is assessing the impact of IFRS 18 and the other standards not yet effective on its consolidated financial statements.

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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART IX – 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 GAAP.

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 the Venture Issuer Basic 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 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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Matador Technologies Inc.
Interim Management's Discussion & Analysis - Three and Six Months
Ended April 30, 2026

PART X – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these unaudited condensed interim consolidated financial statements and this Interim MD&A were authorized for issue. The following material events occurred after April 30, 2026.

WARRANT EXPIRIES

On May 28, 2026, an aggregate of 2,780,144 common share purchase warrants with an exercise price of $0.75 expired unexercised. On June 4, 2026, 152,165 finders' warrants with an exercise price of $0.77 expired unexercised. On June 8, 2026, an aggregate of 3,709,674 common share purchase warrants with an exercise price of $0.77 expired unexercised. The aggregate of 6,641,983 expired warrants is non-cash and had no impact on equity at the date of expiry. Following these expiries, 1,017,889 common share purchase warrants remained outstanding as at the date of this Interim MD&A, comprising the 25,785 warrants issued on the reverse takeover and the 992,104 ATW broker warrants.

ADVISOR SHARES

As at April 30, 2026, an additional 1,000,000 Advisor Shares had vested, of which 500,000 had been issued prior to the period end. The remaining 500,000 Advisor Shares were issued after the period end, increasing common shares outstanding to 123,301,101, before giving effect to any issuances under the ATM Program after April 30, 2026.

ATM PROGRAM

Subsequent to April 30, 2026, the Company continued to issue common shares under its at-the-market equity distribution program. From May 1, 2026 through June 24, 2026, the Company issued common shares under the ATM Program in the following amounts:

• 16,244,000 common shares; and
• aggregate gross proceeds of $600,426.

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