Scaling Capital 1 Corp. Announces Proposed Qualifying Transaction

Calgary, Alberta--(Newsfile Corp. - August 13, 2024) - Scaling 1 Capital Corp. (TSXV: SKAL.P) (the "Corporation" or "Scaling") is pleased to announce details concerning its proposed arm's length qualifying transaction (the "Transaction") involving a proposed business combination with Matador Gold Technologies Inc. ("Matador"), a private company incorporated under the laws of Ontario.

Matador's team is a strong believer in the digitization of real world assets and is democratizing the gold buying experience by bringing it into the 21st century. Combining the best of modern technology and time-proven investment options, Matador's proprietary app, when launched, will allow users to buy, sell, and store gold 24/7, with the added security and flexibility of an encrypted mobile application. Matador also continues to explore innovative ways to integrate blockchain and digital art to incentivize younger buyers to become interested in the gold market - including the use of Bitcoin Ordinals and digital art. Matador is incorporated in the province of Ontario.

The Corporation has entered into a non-binding letter of intent with Matador dated August 9, 2024 (the "LOI") pursuant to which the Corporation and Matador intend to complete the Transaction by way of share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternate structure to be determined, having regard to relevant tax, securities and other factors, to form the resulting issuer to be named such name as may be determined by Matador. Pursuant to the proposed Transaction, (i) the outstanding common shares of Scaling will be consolidated on the basis of one "new" common share (a "Newco Common Share") for every 2.5 "old" common shares of Scaling outstanding (the "Consolidation"); and (ii) each issued and outstanding common share of Matador ("Matador Common Share") will be exchanged into one Newco Common Share on a 1:1 basis resulting in the issuance of approximately 70,151,137 Newco Common Shares (not including any convertible securities of Matador or other securities of Matador or Scaling issued pursuant to the Concurrent Offerings as further discussed below), and each unexercised convertible security of Matador shall be exchanged for a replacement convertible security providing for the issuance of Newco Common Shares in lieu of Matador Common Shares on a 1:1 basis and otherwise on the same terms and conditions. For the purposes of the Transaction, Matador Common Shares and the Newco Common Shares issued in exchange therefor will be valued at CAD$0.50 per share, and each pre-Consolidation common share of Scaling will have a deemed value of CAD$0.20 per share.