Matador Gold Technologies Inc. entered into a non-binding letter of intent to acquire Gravitas III Capital Corp. (TSXV:TRIG.P) in a reverse merger transaction on March 13, 2023. As per the terms of the transaction, in exchange for each common share of Matador (an “MG Share”), Gravitas will issue to the shareholders of Matador, on a prospectus and registration exempt basis, one Gravitas Share. Immediately prior to the completion of the Proposed Transaction, it is anticipated that Gravitas will consolidate (the “Consolidation”) its issued and outstanding common shares (the “Company Shares”) on a basis of approximately 2.46 pre-Consolidation Gravitas Shares for each one post-Consolidation Gravitas Share. Pursuant to the LOI, Matador or one of its affiliates shall complete a brokered private placement of subscription receipts (the “Concurrent Financing”). Matador will be a wholly-owned subsidiary of the Company (together, the “Resulting Issuer”). Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Matador and intends to list as a Tier 1 Technology issuer on the Exchange.

The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the negotiation and execution of the Definitive Agreement before September 30, 2023; (ii) the receipt of shareholder approval for the Proposed Transaction to the extent as required by applicable law and policies of the Exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the Proposed Transaction, and (iv) the receipt of conditional approval from the Exchange for the Proposed Transaction and the listing of the common shares of the Resulting Issuer upon completion of the Proposed Transaction.