SOL Strategies Inc 6-K/A, filed Jun 29, 2026
SOL Strategies Inc. (STKE)
About this 6-K/A
SOL Strategies Inc filed this 6-K/A on June 29, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
Amendment No. 1
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2026
Commission File Number 001-42710
SOL Strategies Inc.
(Translation of registrant’s name into English)
217 Queen Street West, Suite 401, Toronto, Ontario, M5V 0R2,
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
¨ Form 20-F x Form 40-F
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SOL Strategies Inc. | |||
| (Registrant) | |||
| Date | June 29, 2026 | By | /s/ Douglas Harris |
| (Signature)* | |||
| Douglas Harris, CFO | |||
| * Print the name and title under the signature of the signing officer. | |||
EXHIBIT INDEX
Exhibit 99.1
AMENDED AND RESTATED
INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026
(Expressed in Canadian Dollars)
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying amended and restated interim unaudited condensed financial statements of SOL Strategies Inc. (formerly Cypherpunk Holdings Inc.) (the “Company”) for the six months ended March 31, 2026 (the “Interim Statements”) were prepared by management in accordance with International Financial Reporting Standards. The most significant of these standards have been set out in note 2 of these Interim Statements. Any applicable changes in accounting policies have also been disclosed in these financial statements. Management acknowledges responsibility for the preparation and presentation of the financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.
The Board of Directors is responsible for ensuring management fulfills its financial reporting responsibilities and for reviewing and approving the financial statements together with other financial information. The Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process, and the period end financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate control over its financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on "Internal Control Over Financial Reporting Guidance for Smaller Public Companies" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was not effective as at March 31, 2026.
CONCLUSION RELATING TO DISCLOSURE CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as defined in the National Instrument 52-109. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of the Company's disclosure controls and procedures were effective as at March 31, 2026.
NOTICE TO READER
The accompanying amended and restated interim unaudited condensed financial statements for the three and six months ended March 31, 2026 and 2025, as amended and updated for the period ended March 31, 2026 (the “Amended Financial Statements”), fully replace those previously filed on May 15, 2026, for the same period.
The Amended Financial Statements contain the following amendments:
| · | The revaluation loss on digital assets for the three months ended March 31, 2026 |
| · | The earnings per share for the three months ended March 31, 2026 |
| · | The cash flow for the six months ended March 31, 2025 |
| · | The statement of equity for the period ending March 31, 2025 |
| · | The change in fair value in note 5 has been amended |
| · | Note 13 the stock option grant activity has been amended |
| · | The subsequent events in note 23 have been amended |
These corrections have no impact on the total comprehensive loss, total assets, liabilities, or shareholders' equity (deficiency).
SOL STRATEGIES INC.
AMENDED AND RESTATED INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
(EXPRESSED IN CANADIAN DOLLARS)
| March 31, | September 30, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Cash and cash equivalents (note 3) | $ | 367,528 | $ | 1,785,403 | ||||
| Prepaid expenses and accounts receivable (note 4) | 778,493 | 167,151 | ||||||
| Income tax recoverable (note 21) | 1,600,000 | 1,600,000 | ||||||
| 2,746,021 | 3,552,554 | |||||||
| Cryptocurrencies (note 5) | 60,658,543 | 126,529,342 | ||||||
| Intangible assets (note 6) | 21,954,166 | 38,809,125 | ||||||
| Fixed assets (note 7) | 13,413 | 20,320 | ||||||
| Investments (note 8) | 488,781 | 685,662 | ||||||
| $ | 85,860,924 | $ | 169,597,003 | |||||
| Liabilities | ||||||||
| Accounts payable and accrued liabilities (notes 9 and 17) | $ | 1,767,117 | $ | 2,317,122 | ||||
| Credit facility (note 10) | 9,523,106 | 16,164,590 | ||||||
| Convertible debentures (note 11) | 11,732,334 | 14,477,841 | ||||||
| 23,022,557 | 32,959,553 | |||||||
| Long-term liabilities | ||||||||
| Convertible debentures (note 11) | 22,086,274 | 21,271,816 | ||||||
| Deferred tax liability (note 21) | - | 584,981 | ||||||
| 45,108,831 | 54,816,350 | |||||||
| Shareholders' Equity | ||||||||
| Capital stock (note 12) | 108,816,273 | 70,428,555 | ||||||
| Reserves (notes 13, 14, and 15) | 73,589,503 | 72,442,431 | ||||||
| Accumulated other comprehensive (loss) income | - | 19,049,001 | ||||||
| Accumulated deficit | (141,653,683 | ) | (47,139,334 | ) | ||||
| 40,752,093 | 114,780,653 | |||||||
| $ | 85,860,924 | $ | 169,597,003 | |||||
Nature of operations and going concern (note 1)
Contingent liabilities (note 18)
Subsequent events (note 23)
SIGNED ON BEHALF OF THE BOARD
| “Dennis Logan” | “Rubsun Ho” | |
| Director | Director |
Page 1
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC.
AMENDED AND RESTATED INTERIM CONDENSED STATEMENTS OF INCOME (LOSS)
AND COMPREHENSIVE INCOME (LOSS)
(EXPRESSED IN CANADIAN DOLLARS)
| Three months ended March 31 | Six months ended March 31 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income (loss) | ||||||||||||||||
| Validation service income - net (note 16) | $ | 379,173 | $ | 1,589,700 | $ | 849,710 | $ | 2,110,157 | ||||||||
| Staking rewards (note 16) | 768,260 | 937,764 | 2,399,340 | 1,662,156 | ||||||||||||
| Realized (loss) gain on disposition of cryptocurrencies (note 5) | (15,659,074 | ) | (3,285 | ) | (21,686,798 | ) | 4,427,083 | |||||||||
| Investment income | 35,949 | 6,331 | 40,645 | 6,331 | ||||||||||||
| Other income | - | 6,069 | 1,460 | 18,059 | ||||||||||||
| Realized (loss) gain on investments (note 8) | - | - | (196,880 | ) | (442 | ) | ||||||||||
| (14,475,692 | ) | 2,536,579 | (18,592,523 | ) | 8,223,344 | |||||||||||
| Expenses | ||||||||||||||||
| Impairment losses on intangible assets (note 6) | 12,112,727 | - | 12,112,727 | - | ||||||||||||
| Amortization (note 6 and 7) | 2,350,796 | 2,541,834 | 4,749,139 | 2,591,916 | ||||||||||||
| Share based compensation (notes 13 and 17) | 919,454 | 3,220,195 | 2,195,867 | 3,848,991 | ||||||||||||
| Professional fees (note 17) | 985,248 | 974,108 | 2,116,158 | 1,247,171 | ||||||||||||
| Interest expense and accretion (note 11) | 545,581 | 784,782 | 1,703,493 | 817,645 | ||||||||||||
| Consulting fees (note 17) | 778,783 | 400,661 | 1,470,300 | 643,369 | ||||||||||||
| Investor relations | 307,378 | 187,629 | 584,725 | 341,979 | ||||||||||||
| General and administrative | 529,699 | 206,051 | 1,197,214 | 257,594 | ||||||||||||
| Listing fees | 197,293 | 41,952 | 429,026 | 98,398 | ||||||||||||
| Foreign exchange loss (gain) | 18,060 | 155,229 | (277,854 | ) | (48,254 | ) | ||||||||||
| Director fees (note 17) | 140,447 | 11,443 | 334,478 | 23,111 | ||||||||||||
| Revaluation loss on digital assets (note 5) | 15,423,243 | - | 56,518,234 | - | ||||||||||||
| 34,308,709 | 8,523,884 | 83,133,507 | 9,821,920 | |||||||||||||
| (Loss) before taxes | (48,784,401 | ) | (5,987,305 | ) | (101,726,030 | ) | (1,598,576 | ) | ||||||||
| Deferred tax expense (recovery) (note 21) | - | - | - | - | ||||||||||||
| Provision for income tax (recovery) (note 21) | - | (1,163,013 | ) | - | - | |||||||||||
| Income tax (recovery) | - | (1,163,013 | ) | - | - | |||||||||||
| (Loss) for the period | (48,784,401 | ) | (4,824,292 | ) | (101,726,030 | ) | (1,598,576 | ) | ||||||||
| Other comprehensive income | ||||||||||||||||
| Unrealized (loss) gain on cryptocurrencies (note 5) | - | (27,715,116 | ) | (12,422,302 | ) | (23,114,301 | ) | |||||||||
| Deferred tax recovery on unrealized gain on cryptocurrencies (note 21) | 584,981 | - | 584,981 | (995,979 | ) | |||||||||||
| Total comprehensive (loss) | $ | (48,199,420 | ) | $ | (32,539,408 | ) | $ | (113,563,351 | ) | $ | (25,708,856 | ) | ||||
| Net (loss) per share - basic and diluted (note 12(c)) | $ | (1.34 | ) | $ | (0.26 | ) | $ | (3.43 | ) | $ | (0.09 | ) | ||||
| Weighted average number of shares outstanding -basic and diluted (note 12(c)) | 36,337,817 | 18,892,263 | 29,661,405 | 18,794,177 | ||||||||||||
Page 2
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC.
AMENDED AND RESTATED INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(EXPRESSED IN CANADIAN DOLLARS)
| Common Shares | Capital Stock | Reserves | Accumulated Other Comprehensive (Loss) Income | Deficit | Total | |||||||||||||||||||
| Balance, September 30, 2024 | 18,271,711 | $ | 17,256,668 | $ | 17,297,454 | $ | 2,540,513 | $ | (10,371,011 | ) | $ | 26,723,624 | ||||||||||||
| Share based compensation (note 14) | - | - | 3,848,991 | - | - | 3,848,991 | ||||||||||||||||||
| Options exercised (note 14) | 739,348 | 699,271 | - | - | - | 699,271 | ||||||||||||||||||
| Fair value of options exercised (note 14) | - | 562,216 | (562,216 | ) | - | - | - | |||||||||||||||||
| Warrants issued for acquisitions (note 6) | - | - | 7,428,729 | - | - | 7,428,729 | ||||||||||||||||||
| Shares issued for acquisitions (note 6) | 833,203 | 17,472,149 | - | - | - | 17,472,149 | ||||||||||||||||||
| Shares to be issued for acquisitions (notes 6 and 15) | - | - | 42,777,295 | - | - | 42,777,295 | ||||||||||||||||||
| Convertible debenture, equity component (note 11) | - | - | 7,205,608 | - | - | 7,205,608 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (1,598,576 | ) | (1,598,576 | ) | ||||||||||||||||
| Other comprehensive income (note 5) | - | - | - | (23,114,301 | ) | - | (23,114,301 | ) | ||||||||||||||||
| Balance, March 31, 2025 | 19,844,262 | $ | 35,990,304 | $ | 77,995,861 | $ | (20,573,788 | ) | $ | (11,969,587 | ) | $ | 81,442,790 | |||||||||||
| Share based compensation (note 14) | - | - | 4,013,427 | - | - | 4,013,427 | ||||||||||||||||||
| Options exercised (note 14) | 959,128 | 1,065,762 | - | - | - | 1,065,762 | ||||||||||||||||||
| Fair value of options exercised (note 14) | - | 793,423 | (793,423 | ) | - | - | - | |||||||||||||||||
| Warrants exercised | 452,333 | 9,046,670 | - | - | - | 9,046,670 | ||||||||||||||||||
| Fair value of warrants exercised | 2,172,892 | (2,172,892 | ) | - | - | - | ||||||||||||||||||
| Shares issued for acquisitions (note 6) | 450,646 | 4,858,066 | (3,718,400 | ) | - | - | 1,139,666 | |||||||||||||||||
| RSUs converted for shares | 124,103 | 2,882,142 | (2,882,142 | ) | - | - | - | |||||||||||||||||
| Interest paid with common shares | 21,563 | 371,891 | - | - | - | 371,891 | ||||||||||||||||||
| Shares issued upon conversion of convertible debt (note 11) | 1,147,806 | 13,247,405 | - | - | - | 13,247,405 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (33,436,550 | ) | (33,436,550 | ) | ||||||||||||||||
| Transfer of historical unrealized gains on disposal of Bitcoin (note 5) | - | - | - | 1,733,197 | (1,733,197 | ) | - | |||||||||||||||||
| Other comprehensive income (note 5) | - | - | - | 37,889,592 | - | 37,889,592 | ||||||||||||||||||
| Balance, September 30, 2025 | 22,999,841 | $ | 70,428,555 | $ | 72,442,431 | $ | 19,049,001 | $ | (47,139,334 | ) | $ | 114,780,653 | ||||||||||||
| Share based compensation (note 13) | - | - | 2,195,867 | - | - | 2,195,867 | ||||||||||||||||||
| Units issued for LIFE offering (note 12) | 4,380,000 | 30,003,000 | - | - | - | 30,003,000 | ||||||||||||||||||
| Warrant value on the LIFE offering (note 12) | - | (17,912,000 | ) | 17,912,000 | - | - | - | |||||||||||||||||
| ATW Convertible debt conversions | 925,301 | 2,547,965 | - | - | - | 2,547,965 | ||||||||||||||||||
| Shares issued, acquisitions - Cogent (notes 6 and 15) | 387,333 | 3,718,400 | (3,718,400 | ) | - | - | - | |||||||||||||||||
| Shares issued, acquisitions - OrangeFin (notes 6 and 15) | 533,216 | 1,093,379 | (1,093,379 | ) | - | - | - | |||||||||||||||||
| Shares issued acquisitions - Laine (notes 6 and 15) | 625,000 | 15,000,000 | (15,000,000 | ) | - | - | - | |||||||||||||||||
| Shares issued, ATM offering (note 12) | 1,045,654 | 2,144,450 | - | - | - | 2,144,450 | ||||||||||||||||||
| Shares issued, debt repayment | 2,300,726 | 4,923,554 | - | - | - | 4,923,554 | ||||||||||||||||||
| RSUs converted for shares | 30,951 | 224,016 | (224,016 | ) | - | - | - | |||||||||||||||||
| Share issue costs - commissions (note 12) | - | (1,800,180 | ) | - | - | - | (1,800,180 | ) | ||||||||||||||||
| Share issue costs - broker warrants (note 12) | - | (1,075,000 | ) | 1,075,000 | - | - | - | |||||||||||||||||
| Share issue costs - legal (note 12) | - | (479,865 | ) | - | - | - | (479,865 | ) | ||||||||||||||||
| Net loss for the period | - | - | - | - | (101,726,030 | ) | (101,726,030 | ) | ||||||||||||||||
| Transfer of historical unrealized gains on disposal of Cryptocurrencies (note 5) | - | - | - | (7,211,680 | ) | 7,211,680 | - | |||||||||||||||||
| Other comprehensive income (note 6) | - | - | - | (11,837,321 | ) | - | (11,837,321 | ) | ||||||||||||||||
| Balance, March 31, 2026 | 33,228,022 | $ | 108,816,274 | $ | 73,589,503 | $ | - | $ | (141,653,684 | ) | $ | 40,752,093 | ||||||||||||
Page 3
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC.
AMENDED AND RESTATED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(EXPRESSED IN CANADIAN DOLLARS)
| Six months ended March 31, | 2026 | 2025 | ||||||
| Cash and cash equivalents (used in) provided by: | ||||||||
| Operating activities | ||||||||
| Income (loss) for the period | $ | (101,726,030 | ) | $ | (1,598,576 | ) | ||
| Adjustments for: | ||||||||
| Validation service income received in cryptocurrencies | (849,710 | ) | (2,110,157 | ) | ||||
| Staking revenue received in cryptocurrencies | (2,399,340 | ) | (1,662,156 | ) | ||||
| Realized (loss) gain on dispositions of cryptocurrencies | 21,686,798 | (4,427,083 | ) | |||||
| Revaluation loss on digital assets | 56,518,234 | - | ||||||
| Realized loss on investments (note 8) | 196,880 | 442 | ||||||
| Share-based compensation (notes 13 and 17) | 2,195,867 | 3,848,991 | ||||||
| Other non-cash (income) loss with crypto | (520,805 | ) | 235,011 | |||||
| Expenses paid with cryptocurrencies | 596,545 | 63,778 | ||||||
| Accretion | 814,458 | 115,517 | ||||||
| Amortization (notes 6 and 7) | 4,749,139 | 2,591,916 | ||||||
| Impairment losses on intangible assets (note 6) | 12,112,727 | - | ||||||
| Foreign exchange loss (gain) | - | (48,254 | ) | |||||
| Foreign exchange (gain) loss on credit facilities | (102,469 | ) | - | |||||
| Foreign exchange (gain) loss on convertible debt | (197,542 | ) | - | |||||
| Interest settled with share issuance | 682,800 | - | ||||||
| Net change in non-cash working capital items: | ||||||||
| Receivables and prepaid expenses | (611,342 | ) | (209,082 | ) | ||||
| Accounts payable and accrued liabilities | (550,005 | ) | 634,498 | |||||
| Cash used in operating activities | (7,403,795 | ) | (2,565,155 | ) | ||||
| Financing activities | ||||||||
| Proceeds from LIFE Offering (note 12) | 30,003,000 | - | ||||||
| Share issue costs - commissions (note 12) | (1,800,180 | ) | - | |||||
| Share issue costs - legal (note 12) | (479,865 | ) | - | |||||
| Proceeds from ATM share issuances | 2,144,450 | - | ||||||
| Repayment of related party credit facility (note 10) | (11,935,849 | ) | 16,180,172 | |||||
| Proceeds from private placement of convertible debentures (net) | - | 29,901,551 | ||||||
| Proceeds from exercise of options and warrants | - | 699,271 | ||||||
| Credit facility proceeds (net) (note 10) | 9,637,584 | - | ||||||
| Cash provided by financing activities | 27,569,140 | 46,780,994 | ||||||
| Investing activities | ||||||||
| Purchase of cryptocurrencies (note 5) | (24,007,500 | ) | (48,190,746 | ) | ||||
| Proceeds from sale of cryptocurrencies (note 5) | 2,424,280 | 10,804,053 | ||||||
| Purchase of assets | - | (18,838 | ) | |||||
| Intangible asset investments | - | (7,753,192 | ) | |||||
| Sale/redemption of investments (note 8) | - | 827,669 | ||||||
| Cash provided by (used in) investing activities | (21,583,220 | ) | (44,331,054 | ) | ||||
| Change in cash and cash equivalents | (1,417,875 | ) | (115,215 | ) | ||||
| Cash and cash equivalents, beginning of the period | 1,785,403 | 1,808,052 | ||||||
| Cash and cash equivalents, end of the period | $ | 367,528 | $ | 1,692,837 | ||||
Page 4
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
SOL Strategies Inc. (the "Company" or "Sol Strategies") is a publicly listed company incorporated in Canada under the legislation of the Province of Ontario. The registered office of the Company is located at 217 Queen St W #401, Toronto, ON M5V 0R2. Since February 4, 2019, the Company’s common shares trade on the Canadian Securities Exchange ("CSE") under the trading symbol "HODL" and the National Association of Securities Dealers Automated Quotations under the symbol “STKE”.
The Company is dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem. During the year ended September 30, 2024, the Company pivoted its strategy to focus on the Solana blockchain ecosystem, leveraging its high-performance infrastructure and scalability. This shift included holding Solana tokens (“SOL”) as a core balance sheet asset, operating validators, and developing staking tools paired with compliance frameworks. The Company's mission is to operate secure validators that leverage Solana's high transaction speed, throughput, and ecosystem to deliver long-term value for both users and investors. The Company is committed to developing unique technologies that optimize staking efficiency and accessibility, further strengthening Solana’s position as a leading blockchain for institutional and enterprise applications. Reflecting this strategic pivot, the Company rebranded from Cypherpunk Holdings Inc. to SOL Strategies Inc. on September 9, 2024. The Company's cryptocurrencies and related investments may be subject to significant fluctuations in value and are subject to risks unique to the asset class and different from traditional financial assets (note 20). Additionally, during the six months ended March 31, 2026, certain assets were held in cryptocurrency exchanges or with custodians that are limited in oversight by regulatory authorities.
Basis of Presentation
These amended and restated interim unaudited condensed financial statements for the six months ended March 31, 2026 (the “Interim Statements”) have been prepared and presented on a going concern basis. The Company has sufficient cash, cash equivalents, and cryptocurrencies and other assets to support its operations for at least twelve months from the date of the issuance of these interim statements.
| 2. | SUMMARY OF MATERIAL ACCOUNTING POLICIES |
Statement of Compliance
The Company applies IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These Interim Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB.
The policies applied in these Interim Statements are based on IFRSs issued and outstanding as of June 26, 2026, the date the Board of Directors approved the Interim Statements. The same accounting policies and methods of computation are followed in these Interim Statements as compared with the most recent audited annual financial statements as at and for the year ended September 30, 2025. Any subsequent changes to IFRS that are given effect in the upcoming Company's audited annual financial statements for the year ending September 30, 2026 could result in restatement of these Interim Statements for the six months ended March 31, 2026.
Income
Income is earned primarily from staking and validating SOL. The Company also earns interest income and dividend income.
Page 5
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
Validating income
The Company operates validator nodes on the SOL blockchain and earns staking rewards in the form of SOL.
Validator Node income is earned as transactions are validated on a blockchain. The Company performs validation services for SOL owned by third parties and its own SOL delegated to the Company’s validators. The validation services contribute to the security and functionality of the SOL network. In exchange, the Company receives a commission based on a pre-agreed percentage of the rewards earned by those validations. The Company receives rewards for these services provided to the blockchain (“the service”) and recognizes these rewards as validator income as they are received. The blockchain token rewards are only earned when the Company validates transactions that take place on the blockchain. When a transaction is validated by the Company’s node, rewards are deposited to the Company’s account.
The Company provides the service to the SOL Network (“the network”) and therefore the Company has determined there is no identifiable customer. In addition, because the network automatically distributes rewards; no party promises to pay consideration, and no party is obligated to deliver a service. Therefore, there is no identifiable contract. The validator node rewards do not arise from contracts with customers and therefore are considered outside the scope of IFRS 15.
Validator income is recognized based on the reward received in the form of digital assets. This is considered a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the reward received is determined using the quoted price of the digital asset at the time of receipt.
Staking income
For SOL held by the Company and delegated to the validator nodes it owns and operates, the Company is entitled to the full amount of staking rewards earned, at the same rate as any third-party SOL delegated to its Validators. Because both the delegated SOL and the validator infrastructure are under the Company’s control, these rewards do not arise from contracts with customers and are therefore outside the scope of IFRS 15. Staking rewards on self-delegated SOL are recognized as staking income or gains from digital asset activities, measured at the fair value of the SOL received in the period the entitlement to the reward is established. SOL rewards are calculated and distributed automatically by the SOL protocol at the end of each Epoch, each of which lasts approximately two to three days.
The Company applies the revaluation model to cryptocurrencies classified as intangible assets. Management has concluded that an active market exists for these assets, based on the availability of quoted prices in accessible, liquid markets with sufficient trading volume. The determination of whether an active market exists represents a critical accounting judgment and is reassessed at each reporting date.
Dividend income
Dividends are received from financial assets measured at fair value through profit or loss (FVTPL). Dividends are recognized when the right to receive payment is established.
Derivative Instruments – Option Premiums
The Company enters into option contracts as part of its treasury management activities. Option premiums received on written options are initially recognized as cash and a corresponding derivative liability, measured at fair value through profit or loss. The derivative liability is re-measured at each reporting date, with changes in fair value recognized in the statement of profit or loss.
Where an option contract expires unexercised, the related derivative liability is derecognized and the premium previously received is recognized as income in profit or loss. The cash proceeds from expired option contracts remain within cash and cash equivalents. Option contracts that remain outstanding at the reporting date continue to be presented as derivative liabilities measured at fair value, with the related cash premium received included in cash and cash equivalents on the balance sheet.
Future Share Issuances
The Company enters into arrangements to acquire certain assets for which the consideration includes the future issuance of equity instruments. When the goods or services received do not constitute a business as defined in IFRS 3 Business Combinations, the transaction is accounted for as a share-based payment in accordance with IFRS 2 Share-based Payment. The fair value of the equity instruments to be issued is measured at the grant date and recognized as the cost of the acquired assets, with a corresponding increase in equity. Where the fair value of the equity instruments cannot be reliably measured, the transaction is measured by reference to the fair value of the assets acquired. During the year ended September 30, 2025, the Company entered into several asset acquisition transactions involving future share issuances (refer to Notes 6 and 15).
Page 6
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 3. | CASH AND CASH EQUIVALENTS |
The balance consists of funds in cash and banks immediately available for use in the Company's operations. There were no restricted balances at March 31, 2026 and September 30, 2025.
| March 31, 2026 | September 30, 2025 | |||||||
| Cash in banks | $ | 367,528 | $ | 1,785,403 | ||||
| $ | 367,528 | $ | 1,785,403 | |||||
| 4. | PREPAID EXPENSES AND ACCOUNTS RECEIVABLE |
The balances are comprised as follows:
| March 31, 2026 | September 30, 2025 | |||||||
| Accounts receivable | $ | 11,976 | $ | 167,151 | ||||
| Prepaid expenses | 766,517 | - | ||||||
| $ | 778,493 | $ | 167,151 | |||||
| 5. | CRYPTOCURRENCIES |
Cryptocurrencies are digital assets that are typically part of a decentralized system of recording transactions, new digital assets are issued based on reliance on cryptography to secure its transactions, to control the creation of additional digital assets, and to verify the transfer of assets.
The balance of cryptocurrencies at cost and at market value, is as follows:
| Quantity | Cost (USD) (a) | Cost (CAD) (a) | Market Value | |||||||||||||
| Solana | 441,915 | $ | 72,895,453 | $ | 102,153,290 | $ | 51,275,287 | |||||||||
| STKESOL | 82,314 | $ | 10,759,900 | $ | 14,824,002 | $ | 9,360,989 | |||||||||
| JTO | 52,182 | 106,047 | 145,410 | 20,350 | ||||||||||||
| SUI | 1,461 | 1,626 | 1,916 | 1,916 | ||||||||||||
| Balance at March 31, 2026 | $ | 83,763,026 | $ | 117,124,619 | $ | 60,658,543 | ||||||||||
| Quantity | Cost (USD) (a) | Cost (CAD) (a) | Market Value | |||||||||||||
| Solana | 435,159 | $ | 66,847,972 | $ | 105,371,837 | $ | 126,415,294 | |||||||||
| JTO | 52,182 | 106,047 | 145,410 | 114,048 | ||||||||||||
| Balance at September 30, 2025 | $ | 66,954,019 | $ | 105,517,247 | $ | 126,529,342 | ||||||||||
| (a) | The cost is determined as the historical weighted average cost of the cryptocurrencies acquisitions and disposals. |
Page 7
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
The activity of the Company’s cryptocurrencies, excluding digital assets posted as collateral with third parties, for the year ended September 30, 2025 and the six months ended March 31, 2026 is as follows:
| Balance at September 30, 2024 | $ | 25,575,512 | ||
| Cash purchases | 74,920,237 | |||
| Cash sales | (8,677,328 | ) | ||
| Purchases made with Crypto | 15,702,439 | |||
| Sales made with Crypto | (15,570,372 | ) | ||
| Gain on cash sales | 1,414,389 | |||
| Gain on cryptocurrency traded for cryptocurrency | 1,528,039 | |||
| Staking and validating income before cost of sales paid in fiat | 10,734,659 | |||
| Expenses paid in cryptocurrencies | (582,302 | ) | ||
| Investment income received in cryptocurrencies | 132,067 | |||
| Other income | 66,927 | |||
| Cryptocurrencies posted as collateral | (1,757,712 | ) | ||
| Cryptocurrency collateral returned | 2,763,872 | |||
| Foreign exchange gain | 176,479 | |||
| Change in fair value | 20,102,436 | |||
| Balance at September 30, 2025 | $ | 126,529,342 | ||
| Cash purchases | 24,007,500 | |||
| Cash sales | (1,209,433 | ) | ||
| Loss on cash sales | (489,328 | ) | ||
| Purchases made with Crypto | 42,109,120 | |||
| Sales made with Crypto | (42,599,434 | ) | ||
| Loss on cryptocurrency traded for cryptocurrency | (20,340,799 | ) | ||
| Staking and validating income before cost of sales paid in fiat | 3,611,634 | |||
| Liquid staking income | 119,293 | |||
| Expenses paid in cryptocurrencies | (596,545 | ) | ||
| Investment income received in cryptocurrencies | (13,107 | ) | ||
| Other income | 4,696 | |||
| Cryptocurrencies posted as collateral | (56,892,366 | ) | ||
| Cryptocurrency collateral returned | 26,141,566 | |||
| Sol held at validator (Squad) | (132,147 | ) | ||
| Foreign exchange gain | 633,854 | |||
| Change in fair value | (58,950,771 | ) | ||
| Balance at March 31, 2026 | $ | 41,933,077 |
During the year ended September 30, 2025 the Company resumed its treasury management investment strategy to generate income on its cryptocurrency assets, previously executed intermittently during the years ended September 30, 2024 and 2023, which required collateral to be posted to over-the-counter traders to execute trades (see Note 20). During the years ended September 30, 2025 and 2024, the treasury management investment strategy involved selling covered European call options (each, an “Option”) on OTC markets. The Company recognizes premium income upon the sale of an Option. In the event the Option expires in-the-money, the Company’s underlying Bitcoin is used as collateral to sell the Option at the strike price of the Option. The strategy was discontinued prior to the end of fiscal 2025.
During the six months ended March 31, 2026, the Company entered into a cryptocurrency-backed credit facility with Kamino Finance (“Kamino”) which required collateral to be posted to Kamino (see Note 10).
Page 8
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
The activity of the Company’s cryptocurrencies posted as collateral during the year ended September 30, 2025 and the six months ended March 31, 2026, is as follows (see note 10):
| Balance at September 30, 2024 | $ | - | ||
| Cryptocurrencies posted as collateral | 1,757,712 | |||
| Cryptocurrency collateral returned | (2,763,872 | ) | ||
| Gain on sales | 1,006,160 | |||
| Balance at September 30, 2025 | $ | - | ||
| Cash sales | $ | (1,214,847 | ) | |
| Loss on cash sales | (856,670 | ) | ||
| Investment income received in cryptocurrencies | 35,949 | |||
| Cryptocurrencies posted as collateral | 56,892,366 | |||
| Cryptocurrency collateral returned | (26,141,566 | ) | ||
| Change in fair value | (9,989,766 | ) | ||
| Balance at March 31, 2026 | $ | 18,725,466 |
| 6. | INTANGIBLE ASSETS |
| Cost, Intangible Assets | Total | |||
| Balance September 30, 2024 | $ | - | ||
| Additions | 76,571,030 | |||
| Balance, September 30, 2025 and March 31, 2026 | 76,571,030 | |||
| Accumulated Amortization and Impairment | ||||
| Balance September 30, 2024 | - | |||
| Amortization (1) | (10,200,850 | ) | ||
| Impairment losses | (27,561,055 | ) | ||
| Balance September 30, 2025 | (37,761,905 | ) | ||
| Amortization (1) | (4,742,232 | ) | ||
| Impairment losses | (12,112,727 | ) | ||
| Balance, March 31, 2026 | $ | (54,616,864 | ) | |
| Net book value | ||||
| Balance September 30, 2024 | - | |||
| Balance, September 30, 2025 | 38,809,125 | |||
| Balance, March 31, 2026 | $ | 21,954,166 | ||
| (1) | The intangible assets are amortized on a straight-line basis over five (5) years. |
During the year ended September 30, 2025, the Company acquired certain intangible assets operating as Cogent Crypto (“Cogent”), OrangeFin Ventures LLC (“OrangeFin”), and Laine, resulting in an increase in the amount of Solana being validated by the Company.
The Company acquired 78% interest in Cogent’s SOL blockchain validator assets, and a 100% interest in Cogent’s SUI blockchain, Monad blockchain and Arch blockchain validator assets (collectively, the “Cogent Assets”), including main networks and test networks, and all accounts, information, data, infrastructure and other components required for or associated with the access, management, operation and other use or exploitation of the Cogent Assets. The entire value of the purchase of the Cogent Assets has been attributed to the SOL validators, as the concentration test has been met under IFRS 3 B7B. The intangible assets acquired included blockchain validator accounts, public and private keys, software, domain names, social media accounts, and rights to operating agreements.
Page 9
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
The Company acquired 100% of OrangeFin’s SOL blockchain and Arch blockchain validator assets (collectively, the “OrangeFin Assets”), including main networks and test networks, and all accounts, information, data, infrastructure, and other components required for or associated with the access, management, operation and other use or exploitation of the OrangeFin Assets. The entire value of the purchase of the OrangeFin Assets has been attributed to the SOL validators, as the concentration test has been met under IFRS 3 B7B. The intangible assets acquired included blockchain validator accounts, public and private keys, software, domain names, social media accounts, and rights to operating agreements.
The Company acquired 100% of Laine SOL blockchain, SUI blockchain, Monad blockchain and Arch blockchain validator assets (collectively, the “Laine Assets”) including main networks and test networks, and all accounts, information, data, infrastructure and other components required for or associated with the access, management, operation and other use or exploitation of the Laine Assets. The entire value of the purchase of the Laine Assets has been attributed to the SOL validators, as the concentration test has been met under IFRS 3 B7B. The intangible assets acquired included blockchain validator accounts, public and private keys, software, domain names, social media accounts, and rights to operating agreements.
The purchase price and net assets of the Cogent Asset acquisition are as follows:
| As of November 24, 2024 | ||||
| Purchase price | ||||
| Cash consideration(1) | $ | 1,394,340 | ||
| Value of 145,250 common shares issued at closing(2) | 1,394,400 | |||
| Value of 2,324,000 common shares issuable subsequent to closing(3) | 22,310,400 | |||
| Transaction costs | 139,354 | |||
| $ | 25,238,494 | |||
| Net assets acquired | ||||
| Intangible assets | 25,238,494 | |||
| $ | 25,238,494 | |||
| (1) | USD$1,000,000 (CAD $1,394,340) paid in US dollar stablecoins at closing. |
| (2) | 145,250 common shares priced at $9.60 per share, issued at closing. |
| (3) | 2,324,000 common shares issuable as follows: 387,333 common shares on May 25, 2025 (Issued), 387,333 common shares on November 25, 2025 (issued), 387,333 common shares on May 25, 2026 (Issued), 387,333 common shares on November 25, 2026, 387,334 common shares on May 25, 2027, and 387,334 common shares on November 25, 2027. |
The purchase price and net assets of the OrangeFin Asset acquisition are as follows:
| As of December 31, 2024 | ||||
| Purchase price | ||||
| Cash consideration(1) | $ | 1,079,479 | ||
| Value of 62,952 common shares issued at closing(2) | 1,077,749 | |||
| Value of future share consideration(3) | 6,606,560 | |||
| Transaction Costs | 95,213 | |||
| $ | 8,859,001 | |||
| Net assets acquired | ||||
| Intangible assets | 8,859,001 | |||
| $ | 8,859,001 | |||
| (1) | USD$750,000 (CAD $1,079,479) paid in US dollar stablecoins at closing. |
| (2) | 62,952 common shares priced at $17.12 per share, issued at closing. |
| (3) | Present value of USD$5,000,000 common shares of the Company, based on a 5% discount rate and the following payment dates; USD$833,333 on June 30, 2025 (Issued), USD$833,333 on December 31, 2025 (issued), USD$833,333 on June 30, 2026, USD$833,333 on December 31, 2026, USD$833,333 on June 30, 2027, and USD$833,333 on December 31, 2027. The number of common shares issuable will be determined based on the trading price per common share on the date of issuance. |
Page 10
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
The purchase price and net assets of the Laine Asset acquisition are as follows:
| As of March 31, 2025 | ||||
| Purchase price | ||||
| Cash consideration(1) | $ | 5,000,000 | ||
| Value of 625,000 common shares issued at closing(2) | 15,000,000 | |||
| Value of 562,500 warrants issued at closing(3) | 7,428,729 | |||
| Value of 625,000 common shares issuable subsequent to closing(4) | 15,000,000 | |||
| Transaction costs | 44,806 | |||
| $ | 42,473,535 | |||
| Net assets acquired | ||||
| Intangible assets | 42,473,535 | |||
| $ | 42,473,535 | |||
| (1) | $5,000,000 paid at closing. |
| (2) | 625,000 common shares priced at $24.00 per share, issued at closing. |
| (3) | 562,500 warrants issued at closing. Each is exercisable into one common share of the Company at an exercise price of $23.84 per Common Share, vesting monthly over a 36-month period, each Warrant is exercisable for a period of 3 years from vesting date. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $18.80, dividend yield 0%, expected volatility based on historical volatility of 126.1%, a risk-free interest rate of 2.55%, and an expected life of 3 years. The fair value of the warrants was estimated at $7,428,729. |
| (4) | 625,000 common shares issued payable on the one-year anniversary of the closing. |
See also note 15.
Impairment of Intangible Assets (Validator Nodes)
In accordance with IAS 36 Impairment of Assets, the Company assesses at each reporting date whether there is any indication that an intangible asset may be impaired. During the period ended March 31, 2026, indicators of impairment were identified for the validator nodes (the “Intangible Assets”). These indicators included:
| - | Declines in the underlying delegated Solana; |
| - | Increased network competition leading to downward pressure on commission rates; and |
| - | Uncertainty regarding long-term validator economics |
As a result, the Company performed an impairment test for the affected Intangible Assets.
Recoverable amount and valuation methodology
The recoverable amount of the assets was determined as the value in use, calculated using discounted future cash flows from expected validator rewards and transaction fees, less attributable operating and staking costs. Management used a weighted model approach using three separate models weighted by likelihood in order to determine a value in use that is deemed most likely by management. Key assumptions used in the value-in-use calculations included:
| - | Level of cashflows expected to be received from the validator nodes; |
| - | Level of SOL expected to be delegated to the validator nodes; |
| - | Price of Solana during the forecasted period; and |
| - | Likelihood weighting for each model |
Management believes that these assumptions reflect the best estimates of economic conditions and protocol-related developments at the reporting date.
Impairment loss recognized
As a result of the impairment testing, an impairment loss of $12.1 million was recognized in the Interim Statements within “Impairment losses on intangible assets.”
Following the impairment, the carrying amount of the validator nodes (intangible assets) were reduced to their estimated recoverable amount of $22.0 million.
Page 11
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
Sensitivity analysis
Management has performed a sensitivity analysis on key assumptions. A change in the key assumptions listed below would result in further impairment of the CGUs:
| · | A decrease of 10% in expected cashflows would reduce the recoverable amount by $419,628; |
| · | A decrease of 10% in expected delegated SOL would reduce the recoverable amount by $1,377,857; |
| · | A decrease of 10% in the price of SOL would reduce the recoverable amount by $397,932; and |
| · | An increase of 10% in the weighting of the model with the lowest value would reduce the recoverable amount by $1,356,161. |
Management considers these assumptions to be reasonably possible changes.
Remaining useful life
No change has been made to the estimated useful lives of validator node intangible assets during the year. The useful lives of these assets remain at 5 years.
| 7. | FIXED ASSETS |
The fixed asset continuity schedule for the year ended September 30, 2025 and the six months ended March 31, 2026 is as follows:
| Cost, Computer Hardware | Total | |||
| Balance September 30, 2024 | $ | 9,454 | ||
| Additions | 27,200 | |||
| Balance, September 30, 2025 and March 31, 2026 | 36,654 | |||
| Accumulated Amortization | ||||
| Balance September 30, 2024 | 9,454 | |||
| Amortization | 6,880 | |||
| Balance, September 30, 2025 | 16,334 | |||
| Amortization | 6,907 | |||
| Balance, March 31, 2026 | 23,241 | |||
| Net book value | ||||
| Balance September 30, 2024 | - | |||
| Balance, September 30, 2025 | 20,320 | |||
| Balance, March 31, 2026 | $ | 13,413 | ||
Page 12
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 8. | INVESTMENTS |
Equity Investments
The Company's investments in equity instruments are classified as FVTPL and are carried at fair value. The detail is as follows:
| Quantity | March 31 2026 | Quantity | September 30 2025 | |||||||||||||
| Chia Network Inc. (a) | 19,860 | $ | 488,781 | 19,860 | $ | 488,781 | ||||||||||
| NGRAVE NV (b) | - | - | 138,966 | 196,881 | ||||||||||||
| $ | 488,781 | $ | 685,662 | |||||||||||||
| (a) | During the year ended September 30, 2021, pursuant to the Company’s Simple Agreement for Future Equity (“SAFE”) investment in Chia Network Inc. (“Chia”), the Company received 19,806 shares of Series B Stock priced at USD$15 per share, and the Company also exercised its participation rights and acquired 600 common shares of Chia at a price of USD$21.21. At September 30, 2025 and March 31, 2026, the Company estimated Chia’s fair market value to be $488,781 (2024 – $488,781) and recognized an unrealized gain of $nil in the Interim Statements during the six-month period ended March 31, 2026. (2025 – $nil). |
| (b) | During the year ended September 30, 2022, the Company’s convertible loan to NGRAVE NV (“NGRAVE”) was converted into common shares of NGRAVE pursuant to its convertible loan agreement which resulted in the Company receiving 138,966 NGRAVE common shares at a deemed price of EUR 0.7936. As at September 30, 2025, the Company estimated NGRAVE’s fair market value to be $196,881 (2024 – $196,881) and recognized an unrealized gain of $nil in the Interim Statements during the year ended September 30, 2025 (2024 – unrealized gain of $115,905). During the six-month period ended March 31, 2026, NGRAVE completed a court sanctioned Silent Bankruptcy, resulting in the sale of NGRAVE’s assets and the dissolution of the company. As a result, the Company wrote off its NGRAVE investment during the period. |
The activity of investments for the year ended September 30, 2025 and the six months ended March 31, 2026 is as follows:
| Amount | ||||
| Balance, September 30, 2024 | $ | 1,513,331 | ||
| Proceeds from sales (net) | (827,227 | ) | ||
| Realized loss on sale of investments | (442 | ) | ||
| Balance, September 30, 2025 | $ | 685,662 | ||
| Realized loss on reduction in value of investments | (196,881 | ) | ||
| Balance, March 31, 2026 | $ | 488,781 | ||
| 9. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
The balances are comprised as follows:
| March 31, 2026 | September 30, 2025 | |||||||
| Trade accounts payable | $ | 991,224 | $ | 760,157 | ||||
| Accrued liabilities | 149,777 | 740,472 | ||||||
| Accrued interest (1) | 626,116 | 816,493 | ||||||
| $ | 1,767,117 | $ | 2,317,122 | |||||
| (1) | Includes $73,221 related to the Kamino Facility (Note 10) and $552,894 related to the convertible debentures (Note 11). |
Page 13
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 10. | CREDIT FACILITIES |
The continuity of the credit facilities is as follows:
| Unsecured Credit Facility | Kamino Facility | Total | ||||||||||
| Balance, September 30, 2024 | $ | - | $ | - | $ | - | ||||||
| Advances to Company | 16,387,090 | - | 16,387,090 | |||||||||
| Repayments during the year | (222,500 | ) | - | (222,500 | ) | |||||||
| Balance, September 30, 2025 | $ | 16,164,590 | $ | - | $ | 16,164,590 | ||||||
| Advances to Company | 9,637,589 | 9,637,589 | ||||||||||
| Settled with shares | (4,923,554 | ) | -4,923,554 | |||||||||
| Repayments (net) | (11,935,849 | ) | - | (11,935,849 | ) | |||||||
| Interest settled included in accounts payable | 682,800 | 682,800 | ||||||||||
| Foreign currency adjustment | 12,013 | (114,483 | ) | (102,470 | ) | |||||||
| Balance, March 31, 2026 | $ | - | $ | 9,523,106 | $ | 9,523,106 | ||||||
The Unsecured Credit Facility
During the year ended September 30, 2025, the Company entered into an unsecured, revolving demand credit facility (the “Unsecured Credit Facility”) with its former Chairman, Mr. Antanas Guoga (the “Lender”). Under the terms of the Unsecured Credit Facility, the Lender agreed to make available to the Company up to $10 million, subsequently increased to $25 million, (the “Commitment Amount”) in principal amount of unsecured, revolving credit, in such amounts as may be requested by the Company from time to time prior to October 21, 2026 (the “Maturity Date”). The drawn and unpaid portion of the Commitment Amount (the “Principal Balance”) will bear interest at a rate of 5% per annum, accrued daily. The Principal Balance and accrued and unpaid interest will be payable on the Maturity Date, subject to the Lender’s right to demand repayment of amounts outstanding under the Unsecured Credit Facility at any time.
During the six-month period ended March 31, 2026, the Company repaid the balance of the Unsecured Credit Facility under the following terms: 50% of the outstanding balance 2,300,726 common shares of the Company valued at $4,923,554, their market value on the issuance date; a payment of $2,461,777 settled in USDC from the Company’s digital asset treasury and the remainder, including accrued interest, in cash of $11,935,849. For the six months ended March 31, 2026, the Company recognized interest expense of $148,765 related to the Unsecured Credit Facility in the Interim Statements with $nil remaining in accrued liabilities (September 30, 2025 - $534,036).
The Kamino Facility
During the six months ended March 31, 2026, the Company entered into a cryptocurrency-backed credit facility with Kamino Finance, a decentralized lending protocol on the Solana blockchain (the "Kamino Facility"). Under the terms of the Kamino Facility, the Company deposited cryptocurrency assets as collateral to borrow PYUSD (PayPal USD stablecoin).
The Kamino Facility is a smart contract-based lending arrangement that allows the Company to maintain exposure to its cryptocurrency holdings while accessing stablecoin liquidity. Interest accrues continuously at approximately 1.7% and is calculated based on the utilization of the lending pools. The Company's collateral earns staking rewards which offset a portion of the borrowing costs.
The facility operates on an over-collateralized basis with automated liquidation mechanisms. If the loan to value (“LTV’) ratio exceeds the liquidation threshold of 65.51%, the protocol may automatically liquidate a portion of the collateral to repay the outstanding loan balance. The Company actively monitors its LTV ratio and manages collateral levels to maintain a conservative position well below the liquidation threshold.
The Kamino Facility does not have a fixed maturity date, and the Company may repay the borrowed amount at any time without penalty. The Company may also add or withdraw collateral subject to maintaining the required collateralization ratios.
Page 14
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
At March 31, 2026, the Company had transferred 81,236 SOL with a value of $9.4 million and 82,137 STKESOL with a value of $9.3 million to Kamino as collateral.
For the six months ended March 31, 2026, interest expense of $73,221 related to the Kamino Facility had been recorded in accrued liabilities (2025 - $nil).
| 11. | CONVERTIBLE DEBENTURES |
During the year ended September 30, 2025, the Company raised $57.2 million of principal in convertible debentures in three separate financings. The summary of the convertible debentures is as follows:
First Private Placement and Second Private Placement
On January 16, 2025, the Company closed a private placement financing of $27.5 million (the “First Private Placement”) of convertible debenture units (each a “First CD Unit”). Each First CD Unit consists of one debenture (“First Debenture”) with a principal amount of $1,000, and 50 warrants (each a “First Warrant”). Interest on the First Debenture accrues at a rate of 2.5% per annum, payable semi-annually in cash or common shares of the Company, and the First Debentures are convertible at any time into common shares of the Company at $20 per common share. Each First Warrant entitles the holder to purchase one (1) common share of the Company at an exercise price of $20 per common share, exercisable at any time on or before the five-year anniversary of the closing of the First Private Placement. At the option of the Company, the First Debentures are redeemable in cash after the three-year anniversary of the closing of the First Private Placement at 112% of the principal value, plus accrued and unpaid interest.
On January 21, 2025, the Company closed a private placement financing of $2.5 million (the “Second Private Placement”) of convertible debenture units (each a “Second CD Unit”). Each Second CD Unit consists of one debenture (“Second Debenture”) with a principal amount of $1,000, and 27 warrants (each a “Second Warrant”). Interest on the Second Debentures accrues at a rate of 2.5% per annum, payable semi-annually in cash or common shares of the Company, and the Second Debentures are convertible at any time into common shares of the Company at $37.28 per common share. Each Second Warrant entitles the holder to purchase one (1) common share of the Company at an exercise price of $37.28 per common share, exercisable at any time on or before the five-year anniversary of the closing of the Second Private Placement. At the option of the Company, the Second Debentures are redeemable in cash after the three-year anniversary of the closing of the Second Private Placement at 112% of the principal value, plus accrued and unpaid interest.
The present value of the liability component and the equity components of the First Private Placement and Second Private Placement were allocated as follows:
| First Private Placement | Second Private Placement | Total | ||||||||||
| Closing date | January 16, 2025 | January 21, 2025 | ||||||||||
| Principal | $ | 27,500,000 | $ | 2,500,000 | $ | 30,000,000 | ||||||
| Interest rate | 2.5 | % | 2.5 | % | ||||||||
| Interest payments | Semi-annual | Semi-annual | ||||||||||
| Market rate, unsecured debt(1) | 11.48 | % | 11.30 | % | ||||||||
| Conversion price of debenture | $ | 20.00 | $ | 37.28 | ||||||||
| Warrants | 11,000,000 | 535,000 | 11,535,000 | |||||||||
| Warrant price | $ | 20.00 | $ | 37.28 | ||||||||
| Underlying price, common shares | $ | 37.28 | $ | 47.20 | ||||||||
| Risk free rate(2) | 3.05 | % | 3.05 | % | ||||||||
| Volatility | 134.16 | % | 134.24 | % | ||||||||
| Allocation at closing | ||||||||||||
| Liability component | 18,134,195 | 1,648,150 | 19,782,345 | |||||||||
| Deferred tax liability | 2,760,664 | 251,383 | 3,012,047 | |||||||||
| Equity component, warrants(3),(4) | 6,605,141 | 600,467 | 7,205,608 | |||||||||
| Equity component, conversion feature(4) | nil | nil | nil | |||||||||
| $ | 27,500,000 | $ | 2,500,000 | $ | 30,000,000 | |||||||
Page 15
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 1) | Source: Federal Reserve Economic Data, ICE BofA CCC & Lower US High Yield Index Effective Yield. |
| 2) | Source: Bank of Canada 5-year benchmark rate. |
| 3) | Valued using the Black-Scholes option pricing model. |
| 4) | Pursuant to IFRS Standard IAS 32, where an instrument contains a liability and equity component, the liability component should be determined first, and the residual amount is equity. The Company allocated the residual equity component to the warrants, and no additional amount was allocated to the conversion option. |
During the six months ended March 31, 2026, interest and accretion expense of $1.1 million (2025 - $0.4 million) and $93,727 (2025 - $32,839) was recognized on the First Private Placement and Second Private Placement, respectively, representing interest and the accretion of the liability components of the convertible debentures under the effective interest rate method.
ATW Financing
On April 23, 2025, the Company entered into an agreement with ATW Partners (the “Investor”) to establish a convertible note facility (the “Facility”) of up to USD $500 million. Under the Facility, the Company is entitled to draw down funds through the issuance of convertible notes (the “Notes”) subject to certain conditions. On May 1, 2025, the Company closed the initial tranche of USD $20 million (the “Initial Closing”). The Notes are denominated in USD and are convertible into common shares of the Company based on the prior trading day’s closing price. Additional drawdowns under the Facility remain available up to a further USD $480 million.
| ATW Notes | Amount US$ | Average Exchange Rate | Amount CAD$ | |||||||||
| Initial Tranche, May 1, 2025 | 20,000,000 | 1.36 | 27,200,000 | |||||||||
| Conversions into common shares | (9,600,000 | ) | 1.38 | (13,247,404 | ) | |||||||
| Adjusted amount | 10,400,000 | - | 13,952,596 | |||||||||
| Revaluation | - | - | 525,245 | |||||||||
| Balance, September 30, 2025 | $ | 10,400,000 | 1.39 | $ | 14,477,841 | |||||||
| Conversions into common shares | (1,840,000 | ) | 1.38 | (2,547,964 | ) | |||||||
| Adjusted amount | 8,560,000 | - | 11,929,877 | |||||||||
| Revaluation | - | - | (197,543 | ) | ||||||||
| Balance, March 31, 2026 | $ | 8,560,000 | 1.37 | $ | 11,732,334 | |||||||
Fair Value Option Election and Measurement
Management elected to designate the USD$20 million Notes from the Initial Closing under the fair value option (“FVO”) in accordance with IFRS 9 – Financial Instruments. This designation results in the entire instrument, including the embedded conversion feature and foreign currency exposure, being measured at fair value through profit or loss (“FVTPL”).
The rationale for electing FVO includes:
| • | Elimination of accounting mismatches arising from currency volatility (as the Company reports in CAD). |
| • | Avoidance of bifurcation between the debt host and embedded derivative components. |
| • | Alignment with the Company’s risk management strategies and fair value-based performance monitoring. |
At March 31, 2026, the Company recorded a gain of $197,541 in foreign exchange for the estimated change in the fair value of this Facility (September 30, 2025 - loss of $525,245).
Transaction costs of $2,380,272 related to the Initial Closing were expensed immediately, consistent with FVO application during the fiscal year ended September 30, 2025.
Fair Value Determination
Fair value of the Notes is assessed at each reporting date using observable market inputs, including exchange rates and share price movements. Changes in fair value of the Notes are recognized through profit or loss.
Page 16
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
SOL Delegation and Staking Interest
Under the terms of the Facility, while any Notes remain outstanding, the Company is contractually obligated to delegate all Note Purchased SOL to a validator majority owned and controlled by the Company. The Notes accrue staking interest (“Staking Interest”) when the Company is entitled to receive staking rewards on the delegated Note Purchased SOL. The Company must calculate and pay any accrued staking interest amounts (“Staking Interest Amounts”) in SOL within three business days following each calendar month-end to ATW’s wallet address. ATW’s entitlement to staking rewards is tiered and based on the combined outstanding principal of this Note and other notes under the Facility (the “Outstanding Principal”):
(i) 85% of staking rewards when the Outstanding Principal is between USD $15 million and $20 million;
(ii) 62.5% of staking rewards when the Outstanding Principal is between USD $10 million and $15 million;
(iii) 37.5% of staking rewards when the Outstanding Principal is between USD $5 million and $10 million; and
(iv) 18.8% of staking rewards when the Outstanding Principal is between USD $2.5 million and $5 million.
During the six-month period ending March 31, 2026, interest expense of $289,306 was recognized in the Interim Statements (2025 - $nil).
Conversions
During the six months ended March 31, 2026, the Company issued 925,301 Common Shares on the conversion of $2,547,964 (USD $1,840,000) of principal, leaving $11,732,334 (USD $8,560,000) of principal remaining at March 31, 2026.
Liability Component of Convertible Debentures
The summary of the liability component of the convertible debentures is as follows:
| Convertible debentures | First Private Placement | Second Private Placement | ATW | Total | ||||||||||||
| Balance, September 30, 2024 | - | - | - | - | ||||||||||||
| Liability component | 18,134,195 | 1,648,150 | 27,200,000 | 46,982,345 | ||||||||||||
| Accretion | 1,364,184 | 125,287 | - | 1,489,471 | ||||||||||||
| Conversions | - | - | (13,247,404 | ) | (13,247,404 | ) | ||||||||||
| Revaluation | - | - | 525,245 | 525,245 | ||||||||||||
| Balance, September 30, 2025 | $ | 19,498,379 | $ | 1,773,437 | $ | 14,477,841 | $ | 35,749,657 | ||||||||
| Accretion | 746,587 | 67,871 | - | 814,458 | ||||||||||||
| Conversions | - | - | (2,547,964 | ) | (2,547,964 | ) | ||||||||||
| Revaluation | - | - | -197,543 | -197,543 | ||||||||||||
| Balance, March 31, 2026 | $ | 20,244,966 | $ | 1,841,308 | $ | 11,732,334 | $ | 33,818,608 | ||||||||
Page 17
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 12. | CAPITAL STOCK |
| a) | AUTHORIZED |
Unlimited common shares with a par value of $nil.
| b) | ISSUED |
| Common Shares | Number of Shares | Stated Value | ||||||
| Balance, September 30, 2024 | 18,271,711 | $ | 17,256,668 | |||||
| Shares issued for acquisitions | 1,283,849 | 22,330,215 | ||||||
| Conversions of Notes into common shares | 1,147,806 | 13,247,405 | ||||||
| Exercise of options | 1,698,476 | 3,120,672 | ||||||
| Exercise of warrants | 452,333 | 11,219,562 | ||||||
| Exercise of RSUs | 124,103 | 2,882,142 | ||||||
| Interest paid with common shares | 21,563 | 371,891 | ||||||
| Balance, September 30, 2025 | 22,999,841 | $ | 70,428,555 | |||||
| Shares issued for LIFE Offering (Stated Value net of warrant allocation) | 4,380,000 | 12,091,000 | ||||||
| Shares issued from ATM offering | 1,045,654 | 2,144,450 | ||||||
| Shares issued for settlement of related party debt | 2,300,726 | 4,923,554 | ||||||
| RSUs converted for shares | 30,951 | 224,016 | ||||||
| Shares issued for acquisitions | 1,545,549 | 19,811,779 | ||||||
| Equity issuance costs | - | (3,355,046 | ) | |||||
| Conversions of Notes into common shares | 925,301 | 2,547,965 | ||||||
| Balance, March 31, 2026 | 33,228,022 | $ | 108,816,273 | |||||
During the six months ended March 31, 2026, the Company completed a private placement under the listed issuer financing exemption (“LIFE”) pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions, issuing 4,380,000 units at a price of $6.85 per unit for gross proceeds of $30,003,000 (the “LIFE Offering”). Each unit comprised one common share and one common share purchase warrant exercisable at $8.90 for a period of 36 months. The LIFE Offering was conducted on a best-efforts, fully marketed basis by Canaccord Genuity Corp., which received a 6.0% cash commission and broker warrants equal to 6.0% of the units sold, exercisable on the same terms. The Stated Value of the shares issued pursuant to the LIFE Offering represents the gross proceeds of the LIFE Offering less the value of the warrant component of the units (see Note 14).
During the six months ended March 31, 2026, the Company initiated an at-the-market equity offering program, to offer and sell from time to time up to US$50 million of common shares of the Company in the United States and Canada under the terms of a prospectus supplement, dated January 2, 2026, to the Company’s base shelf prospectus dated November 14, 2025. For the six months ended March 31, 2026, the Company issued 1,045,654 shares at an average share price of $2.05 for total proceeds of $2,144,450.
Page 18
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| c) | PER SHARE AMOUNTS |
Basic and diluted earnings per share have been calculated on the basis of weighted average number of common shares outstanding as outlined below:
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income for the period | $ | (48,784,401 | ) | $ | (4,824,292 | ) | $ | (101,726,030 | ) | $ | (1,598,576 | ) | ||||
| Weighted average number of shares outstanding | 36,337,817 | 18,892,263 | 29,661,405 | 18,794,177 | ||||||||||||
| Earnings per share, basic and diluted | $ | (1.34 | ) | $ | (0.26 | ) | $ | (3.43 | ) | $ | (0.09 | ) | ||||
For the three and six-month periods ended March 31, 2026 and 2025, the diluted weighted average number of shares outstanding is equal to the basic weighted average number of shares outstanding because the Company was in a loss position and the effect of outstanding stock options, RSUs, warrants, convertible debentures would have been antidilutive. As at March 31, 2026, the Company had 717,727 stock options, 166,690 RSUs, 6,194,842 warrants, 30,000 convertible debentures convertible into 1,442,060 common shares and 8,560 ATW Notes convertible into 2,073,455, based on the closing price of the Company’s common shares on March 31, 2026, that were excluded from the diluted loss per share calculation as they were antidilutive.
| 13. | SHARE BASED COMPENSATION |
The Company has a stock option plan (the “Plan”) in place under which it is authorized to grant options to acquire shares of the Company to directors, officers, consultants, and other key employees of the Company. The number of common shares subject to options granted under the Plan is limited to 10% in the aggregate, of the number of issued and outstanding common shares of the Company at the date of the grant of the option. The exercise price of any option granted under the Plan may not be less than the fair market value of the common shares at the time the option is granted, less any permitted discount. Options issued under the Plan may be exercised during a period determined by the board of directors which cannot exceed ten years. The plan does not require any vesting period, and the board of directors may specify a vesting period on a grant-by-grant basis. As at March 31, 2026, the maximum number of shares issuable pursuant to the Plan was 3,322,802, of which 717,727 options and 166,690 restricted share units had been granted, leaving 2,438,387 shares available for issue.
Page 19
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
Stock Options
During the six months ended March 31, 2026, the Company recognized share-based compensation expense related to stock option grants of $1,548,163 (2025 - $ 3,848,991).
The Company’s option grant activity for the six months ended March 31, 2026, and the year ended September 30, 2025, is as follows:
| Black-Scholes Assumptions | ||||||||||||||||||||||||||||||||||||
| Grant Date | Options Granted | Exercise Price | Expiry Date | Fair Value | Fair Value per Option | Share Price at Grant | Volatility | Risk-Free Rate | Expected Life (yrs) | Vesting Schedule | ||||||||||||||||||||||||||
| 15-Oct-25 | 100,351 | $ | 5.09 | 15-Oct-30 | $ | 416,876 | $ | 4.15 | $ | 4.85 | 129.1 | % | 2.42 | % | 5 | 1 | ||||||||||||||||||||
| 28-Aug-25 | 37,500 | $ | 11.13 | 28-Aug-30 | $ | 359,000 | $ | 9.57 | $ | 11.13 | 128.4 | % | 2.69 | % | 5 | 2 | ||||||||||||||||||||
| 24-Jul-25 | 130,000 | $ | 8.48 | 24-Jul-30 | $ | 947,000 | $ | 7.28 | $ | 8.48 | 128.3 | % | 2.83 | % | 5 | 3 | ||||||||||||||||||||
| 23-Jul-25 | 62,500 | $ | 12.00 | 23-Jul-30 | $ | 642,000 | $ | 10.27 | $ | 12.00 | 127.4 | % | 2.82 | % | 5 | 3 | ||||||||||||||||||||
| 3-Jun-25 | 31,250 | $ | 22.00 | 3-Jun-30 | $ | 610,000 | $ | 19.52 | $ | 23.44 | 118.5 | % | 2.86 | % | 5 | 3 | ||||||||||||||||||||
| 24-Apr-25 | 28,125 | $ | 18.00 | 24-Apr-30 | $ | 411,469 | $ | 14.63 | $ | 17.84 | 116.4 | % | 2.79 | % | 5 | 4 | ||||||||||||||||||||
| 24-Apr-25 | 25,000 | $ | 18.00 | 24-Apr-30 | $ | 365,750 | $ | 14.63 | $ | 17.84 | 116.4 | % | 2.79 | % | 5 | 5 | ||||||||||||||||||||
| 17-Mar-25 | 6,250 | $ | 18.80 | 17-Mar-30 | $ | 101,916 | $ | 16.31 | $ | 18.80 | 131.4 | % | 2.69 | % | 5 | 6 | ||||||||||||||||||||
| 17-Mar-25 | 62,500 | $ | 19.04 | 17-Mar-30 | $ | 971,331 | $ | 15.52 | $ | 18.80 | 124.9 | % | 2.69 | % | 5 | 3 | ||||||||||||||||||||
| 28-Feb-25 | 37,500 | $ | 21.68 | 28-Feb-30 | $ | 708,537 | $ | 18.89 | $ | 21.68 | 132.9 | % | 2.60 | % | 5 | 6 | ||||||||||||||||||||
| 30-Jan-25 | 50,000 | $ | 39.28 | 30-Jan-30 | $ | 1,719,366 | $ | 34.39 | $ | 39.28 | 134.2 | % | 2.79 | % | 5 | 7 | ||||||||||||||||||||
| 27-Nov-24 | 9,375 | $ | 11.12 | 27-Nov-29 | $ | 78,589 | $ | 8.38 | $ | 11.12 | 99.4 | % | 3.13 | % | 5 | 7 | ||||||||||||||||||||
| 29-Oct-24 | 34,937 | $ | 16.16 | 29-Oct-29 | $ | 425,291 | $ | 12.17 | $ | 16.16 | 99.4 | % | 3.04 | % | 5 | 7 | ||||||||||||||||||||
| Vesting Schedule |
| 1 - 1/2 vest 12 months after the grant date, thereafter the remainder vest in equal monthly instalments over 12 months |
| 2 - 1/3 vest 12 months from the grant date, thereafter the remainder vest in equal monthly instalments over 24 months |
| 3 - Vest in equal monthly instalments over a period of 36 months, commencing on the grant date |
| 4 - 1/3 vest 6 months from the grant date, the remainder vest in equal monthly instalments over 24 months |
| 5 - 1/3 vest 12 months from the grant date, the remainder vest in equal monthly instalments over 24 months |
| 6 - Vest in equal monthly instalments over a period of 12 months, commencing on the grant date |
| 7 - Vest on the grant date |
The continuity of outstanding stock options at March 31, 2026 and September 30, 2025:
| March 31, 2026 | Weighted average exercise price | September 30, 2025 | Weighted average exercise price | |||||||||||||
| Beginning balance | 643,626 | $ | 13.71 | 1,827,165 | $ | 1.21 | ||||||||||
| Issued | 100,351 | $ | 5.09 | 514,937 | $ | 16.83 | ||||||||||
| Exercised | - | - | (1,698,476 | ) | $ | 0.88 | ||||||||||
| Cancelled | (26,250 | ) | $ | 10.75 | - | $ | 0.00 | |||||||||
| Ending balance - outstanding | 717,727 | $ | 12.61 | 643,626 | $ | 13.71 | ||||||||||
Page 20
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
The detail of outstanding options at March 31, 2026 and September 30, 2025:
| Expiry Date | March 31, 2026 | Exercisable | Exercise Price | September 30, 2025 | Exercisable | Exercise Price | ||||||||||||||||||
| November 21, 2027 | 3,689 | 3,689 | $ | 0.80 | 3,689 | 3,689 | $ | 0.80 | ||||||||||||||||
| August 7, 2029 | 125,000 | 125,000 | $ | 1.24 | 125,000 | 125,000 | $ | 1.24 | ||||||||||||||||
| October 29, 2029 | 34,937 | 34,937 | $ | 16.16 | 34,937 | 34,937 | $ | 16.16 | ||||||||||||||||
| November 27, 2029 | 9,375 | 9,375 | $ | 11.12 | 9,375 | 9,375 | $ | 11.12 | ||||||||||||||||
| January 30, 2030 | 50,000 | 50,000 | $ | 39.28 | 50,000 | 50,000 | $ | 39.28 | ||||||||||||||||
| February 28, 2030 | 37,500 | 37,500 | $ | 21.68 | 37,500 | 21,875 | $ | 21.68 | ||||||||||||||||
| March 17, 2030 | 62,500 | 15,625 | $ | 19.04 | 62,500 | 10,417 | $ | 19.04 | ||||||||||||||||
| March 17, 2030 | 6,250 | 6,250 | $ | 18.80 | 6,250 | 3,125 | $ | 18.80 | ||||||||||||||||
| April 24, 2030 | 28,125 | 3,906 | $ | 18.00 | 28,125 | 3,906 | $ | 18.00 | ||||||||||||||||
| April 24, 2030 | 18,750 | 13,285 | $ | 18.00 | 25,000 | 3,472 | $ | 18.00 | ||||||||||||||||
| June 3, 2030 | 31,250 | 7,814 | $ | 22.00 | 31,250 | 2,604 | $ | 22.00 | ||||||||||||||||
| July 24, 2030 | 62,500 | 13,892 | $ | 12.00 | 62,500 | 3,472 | $ | 12.00 | ||||||||||||||||
| July 25, 2030 | 110,000 | 24,464 | $ | 8.48 | 130,000 | 7,222 | $ | 8.48 | ||||||||||||||||
| August 28, 2030 | 37,500 | - | $ | 11.13 | 37,500 | - | $ | 11.13 | ||||||||||||||||
| October 15, 2030 | 100,351 | - | $ | 5.09 | - | - | - | |||||||||||||||||
| Ending balance - outstanding | 717,727 | 345,737 | $ | 12.61 | 643,626 | 279,095 | $ | 13.71 | ||||||||||||||||
At March 31, 2026, 345,737 options were exercisable at a weighted average price of $14.10 per share (September 30, 2025 – 279,095 at $13.71). The weighted average life of the outstanding options is 3.43 years (September 30, 2025 – 4.5 years).
Restricted Share Units
During the six months ended March 31, 2026, the Company granted 119,571 restricted share units (“RSUs”) to directors and officers and 62,953 to management consultants. The RSUs are exchangeable into common shares of the Company on a one for one basis upon achieving the vesting conditions and are valued at the market price of the Company’s common shares on the grant date ($808,049), of which $647,704 was charged to the Interim Statements for the six months ended March 31, 2026.
During the year ended September 30, 2025, the Company granted 132,970 RSUs to a consultant and 6,250 RSUs to a director. The RSU’s were valued at the market price of the Company’s common shares on the grant date ($3,458,450). The value of the director RSUs ($199,500) were charged to income on the grant date. The consultant RSUs were recognized monthly on a straight-line basis over their six-month vesting period, commencing December 24, 2024 for 70,458 RSUs (valued at $698,950) and February 28, 2025 for 62,500 RSUs (valued at $2,560,000). Of the granted RSUs, 10,418 of the vested consultant RSUs have not been issued, and 4,699 of the directors RSUs have not vested as at September 30, 2025. During the year ended September 30, 2025, the total charged to the Interim Statements for share-based compensation was $3,458,450 (2024 - $nil).
The continuity of outstanding RSUs at March 31, 2026 and September 30, 2025 is as follows:
| RSU Balance | ||||
| Balance at September 30, 2024 | $ | - | ||
| RSUs granted | 139,220 | |||
| Exercised | (124,103 | ) | ||
| Balance, September 30, 2025 | $ | 15,117 | ||
| RSUs granted | 182,524 | |||
| Exercised | (30,951 | ) | ||
| Balance, March 31, 2026 | $ | 166,690 | ||
Page 21
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 14. | WARRANTS |
During the six months ended March 31, 2026, the Company issued 4,380,000 unit warrants and 262,800 broker warrants pursuant to the LIFE Offering (Note 12). The warrants are exercisable at $8.90 per share and expire on October 1, 2028, 36 months from the closing date of the LIFE Offering.
The fair value assigned to the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: share price of $5.75, dividend yield of 0%, expected volatility of 134.9%, a risk-free interest rate of 2.47%, and an expected life of 3 years, resulting in a total estimated value of $18,987,000, of which $17,912,000 was recorded in contributed surplus and $1,075,000 was recorded as share issuance costs.
The continuity of outstanding warrants for the six months ended March 31, 2026 and the year ended September 30, 2025, is as follows:
| March 31, 2026 | Weighted average exercise price | September 30, 2025 | Weighted average exercise price | |||||||||||||
| Beginning balance | 1,552,042 | $ | 22.14 | - | - | |||||||||||
| Issued | 4,642,800 | $ | 8.90 | 2,004,375 | $ | 21.65 | ||||||||||
| Exercised | - | - | (452,333 | ) | $ | 20.00 | ||||||||||
| Ending balance | 6,194,842 | $ | 12.22 | 1,552,042 | $ | 22.14 | ||||||||||
As at March 31, 2026 there were 6,194,842 warrants outstanding with a weighted average exercise price of $12.22 (September 30, 2025 – 1,552,042 warrants with a weighted average exercise price of $22.14).
| Expiry Date | March 31, 2026 | Exercise Price | September 30, 2025 | Exercise Price | ||||||||||||
| March 17, 2028 | 562,500 | $ | 23.84 | 562,500 | $ | 23.84 | ||||||||||
| January 16, 2030 | 922,667 | $ | 20.00 | 922,667 | $ | 20.00 | ||||||||||
| January 21, 2030 | 66,875 | $ | 37.28 | 66,875 | $ | 37.28 | ||||||||||
| October 1, 2028 | 4,642,800 | $ | 8.90 | - | - | |||||||||||
| 6,194,842 | $ | 12.22 | 1,552,042 | $ | 22.14 | |||||||||||
| 15. | FUTURE SHARE ISSUANCE |
Cogent Asset Acquisition
During the year ended September 30, 2025, the Company acquired the Cogent Assets for consideration of USD$1,000,000 ($1,394,340) in US dollar stablecoins and 145,250 common shares priced at $9.60 per share, paid in cash and issued in common shares at closing, respectively. The Company is also required to issue 2,324,000 common shares as follows: 387,333 common shares on May 25, 2025 (Issued), 387,333 common shares on November 25, 2025 (issued), 387,333 common shares on May 25, 2026, 387,333 common shares on November 25, 2026, 387,334 common shares on May 25, 2027, and 387,334 common shares on November 25, 2027 (see also Note 6).
The future share issuances may be subject to adjustment. In the event the SOL staked to the Cogent Assets on a share issuance date has decreased more than 5% from the amount delegated to the Cogent Assets on the closing date (690,895 SOL), the number of shares issued on the applicable share issuance date shall be reduced in proportion to the percentage decline in staked SOL that exceeds 5%.
OrangeFin Asset Acquisition
During the year ended September 30, 2025, the Company acquired the OrangeFin Assets for consideration of USD$750,000 ($1,079,479) in US dollar stablecoins and 62,952 common shares priced at $17.12 per share, paid on closing. The Company is also required to issue common shares with a value of USD$5,000,000, payable in six equal tranches of USD$833,333, every six months over a period of three years from the closing date of the acquisition of which two tranches have been issued as at March 31, 2026. The number of shares issued per tranche will be determined based on the closing market price of the Company's common shares and the USD/CAD foreign exchange rate at the time of issuance. The future share issuances may be subject to adjustment. In the event the SOL staked to the OrangeFin Assets on a share issuance date has decreased more than 5% from the amount delegated to the OrangeFin Assets on the closing date (632,302 SOL), the number of shares issued on the applicable share issuance date shall be reduced in proportion to the percentage decline in staked SOL that exceeds 5% (see also 6).
Page 22
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
Laine Asset Acquisition
During the year ended September 30, 2025, the Company acquired the Laine Assets for consideration paid at closing of $5,000,000 cash, 625,000 common shares priced at $24.00 per share, and 562,500 common share purchase warrants (each, a “Warrant”). The Warrants vest monthly in substantially equal tranches over 36 months, and each Warrant entitles the seller to purchase one common share of the company at a price of $23.84 per share for a period of 36 months from its respective vesting date. The Company also issued the required 625,000 common shares on March 17, 2026 (see also Note 6).
| 16. | STAKING AND VALIDATING INCOME |
The staking and validating results for the three and six months ended March 31, 2026 and 2025 are as follows:
| Three months ended March 31, | 2026 | 2025 | ||||||||||||||
| Expressed in Solana | Expressed in Canadian Dollars | Expressed in Solana | Expressed in Canadian Dollars | |||||||||||||
| Validator operations | ||||||||||||||||
| Validator rewards, paid in Solana | 3,521 | $ | 507,825 | 5,884 | $ | 1,563,816 | ||||||||||
| Validator rewards received in other cryptocurrencies(1) | - | 50,793 | - | 135,928 | ||||||||||||
| Validator income, paid in fiat | - | - | - | 4,315 | ||||||||||||
| Validator fees, paid in Solana | - | - | (126 | ) | (51,081 | ) | ||||||||||
| Validator fees, paid in fiat | - | (179,445 | ) | - | (63,278 | ) | ||||||||||
| 3,521 | 379,173 | 5,758 | 1,589,700 | |||||||||||||
| Staking rewards (Solana) | 5,650 | 768,260 | 3,812 | 937,764 | ||||||||||||
| Total staking and validating income | 9,171 | $ | 1,147,433 | 9,570 | $ | 2,527,464 | ||||||||||
(1) 23,956 SUI tokens for the three months ended March 31, 2026 (2025 - 27,917 SUI tokens)
| Six months ended March 31, | 2026 | 2025 | ||||||||||||||
| Expressed in Solana | Expressed in Canadian Dollars | Expressed in Solana | Expressed in Canadian Dollars | |||||||||||||
| Validator operations | ||||||||||||||||
| Validator rewards, paid in Solana | 6,007 | $ | 1,053,757 | 7,892 | $ | 2,155,800 | ||||||||||
| Validator rewards received in other cryptocurrencies(1) | - | 118,949 | - | 135,928 | ||||||||||||
| Validator income, paid in fiat | - | - | - | 4,315 | ||||||||||||
| Validator fees, paid in Solana | - | - | (290 | ) | (63,780 | ) | ||||||||||
| Validator fees, paid in fiat | - | (322,996 | ) | - | (122,106 | ) | ||||||||||
| 6,007 | 849,710 | 7,602 | 2,110,157 | |||||||||||||
| Staking rewards (Solana) | 12,950 | 2,399,340 | 6,409 | 1,662,156 | ||||||||||||
| Total staking and validating income | 18,957 | $ | 3,249,050 | 14,011 | $ | 3,772,313 | ||||||||||
(1) 41,902 SUI tokens for the six months ended March 31, 2026 (2025 - 27,917 SUI tokens)
Page 23
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| 17. | RELATED PARTY DISCLOSURES |
The Company’s related parties include its key management personnel, and any entity related to key management personnel that has transactions with the Company. Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly.
Key Management Compensation
The compensation paid to key management is shown below:
| Six months ended March 31, | 2026 | 2025 | ||||||
| Salaries and management consulting fees | $ | 974,924 | $ | 454,024 | ||||
| Director fees | 272,812 | 26,000 | ||||||
| Stock-based compensation | 1,434,931 | 1,646,417 | ||||||
| $ | 2,682,667 | $ | 2,126,441 | |||||
At March 31, 2026, included in accounts payable and accrued liabilities is $341,818 (2025 - $36,340) owed to related parties.
| 18. | CONTINGENT LIABILITIES |
Netherlands Preliminary Tax Assessment - On February 15, 2017, the Company received an income tax reassessment from the Netherlands tax authority reassessing the Company’s subsidiary KRBV for an amount payable of 3.3 million euros (CAD$5 million). This reassessment was pursuant to management challenging an earlier preliminary assessment for an amount payable by KRBV of 11.4 million euros. The preliminary tax assessment and the reassessment were both issued before KRBV had filed its 2016 tax return and as such are based on incomplete information. The 2016 tax return has since been filed. It is management's opinion that the assessed amount payable of 3.3 million euros (CAD$5 million) continues to be an over assessment. The Netherlands Tax Authority has again issued a preliminary assessment, and the Company has filed a notice of objection to this assessment. The Company believes that the tax collection period of tax debts has expired, however, it is possible that the recovery period for any taxes that could be owed may have been extended. As a result, no provision has been made for this reassessment in these financial statements.
| 19. | FAIR VALUE |
The fair value of the Company's cash and cash equivalents, accounts payable and accrued liabilities are not materially different from the carrying values given the short-term nature.
Recurring fair value measurements (financial and non-financial assets)
(i) Fair value hierarchy
The Company records certain financial instruments or assets on a recurring fair value basis as follows:
| Recurring fair value measurements - March 31, 2026 | Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets at fair value through FVTPL | ||||||||||||
| Equity investment | $ | - | $ | - | $ | 488,781 | ||||||
| Financial liabilities at fair value through FVTPL | ||||||||||||
| Convertible debentures | - | - | 11,732,334 | |||||||||
| Non financial assets at fair value through other comprehensive income | ||||||||||||
| Cryptocurrencies | - | 60,658,543 | - | |||||||||
| $ | - | $ | 60,658,543 | $ | 12,221,115 | |||||||
Page 24
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
| Recurring fair value measurements - September 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets and liabilities at fair value through FVTPL | ||||||||||||
| Equity investment | $ | - | $ | - | $ | 685,662 | ||||||
| Financial liabilities at fair value through FVTPL | ||||||||||||
| Convertible debentures | - | - | 14,477,841 | |||||||||
| Non financial assets at fair value through other comprehensive income | ||||||||||||
| Cryptocurrencies | - | 126,529,342 | - | |||||||||
| $ | - | $ | 126,529,342 | $ | 15,163,503 | |||||||
The Company defines its fair value hierarchy as follows:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (e.g., other public markets) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The Company exercised significant due diligence and judgement and determined that this presence and availability of this market was the most advantageous market and utilized the pricing available in the market as an estimate of the fair value of the investment. In addition, The Company's cryptocurrencies, convertible loan, and assets held as collateral are classified as Level 2 determined by taking the price from www.coinlore.com as of 24:00 UTC.
Management has concluded that an active market exists for SOL and other crypto assets to which the revaluation model has been applied. This conclusion is based on the availability of quoted prices in accessible markets with sufficient trading volume and liquidity. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and disclose any changes prospectively.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
(ii) Valuation techniques used to determine fair values:
Specific valuation techniques used to fair value financial instruments, specifically those that are not quoted in an active market. These are development stage companies, as such the Company utilized a market approach:
| a) | The use of quoted market prices in active or other public markets |
| b) | The use of most recent transactions of similar instruments |
| c) | Discounted cash flow model |
(iii) Transfers between levels 2 and 3
There were no transfers between levels 2 and 3 during the six months ended March 31, 2026 and the year ended September 30, 2025.
Page 25
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
(iv) Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in the level 3 fair value measurements (see above for valuation techniques adopted):
| Description | Fair Value | Unobservable Inputs | Range of Inputs | |||||||||
| March 31, 2026 | September 30, 2025 | March 31, 2026 | March 31, 2026 | |||||||||
| Investments | $ | 488,781 | $ | 685,662 | (a) and (b) | N/A | ||||||
| Convertible debentures | $ | 11,732,334 | 14,477,841 | (c) | N/A | |||||||
(vi) Valuation processes
The Investment Committee includes a team that performs the valuations of all items required for financial reporting purposes, including level 3 fair values. This team collaborates with the chief financial officer (“CFO”) at least once every three months which is in-line with the Company's reporting requirements. The main Level 3 inputs derived and evaluated by the Company’s team are the timeline for expected milestones and assessment of the technical matter relating to the technology.
The independent valuators utilized a variety of approaches and assumptions, including but not limited to:
| - | Income, comparable market multiples, precedent transactions, and cost approach |
| - | Forecast revenue, expenses, and profitability |
| - | Income tax |
| - | Capex |
| - | Discount rates |
| - | Residual value |
| - | Volatility of underlying asset |
| - | Risk free rate of interest |
| - | Value of strategic coin reserves, if any |
| - | Weighting of various valuation approaches |
| - | Timing of liquidity date, if any |
(vii) Active Market Considerations
In applying the revaluation model to its digital assets, management has determined that an active market exists for (“SOL”) and other crypto assets measured at fair value. An active market is one in which quoted prices are readily and regularly available from an exchange, dealer, broker, or pricing service, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Management considers trading volumes, liquidity, and the availability of reliable pricing data in reaching its conclusion. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and will disclose any changes prospectively.
The Company performed a sensitivity analysis on the carrying value of its Level 3 assets at March 31, 2026 and noted that a 20% decrease would result in a $97,694 decrease in fair value (September 30, 2025 - $137,132).
| 20. | FINANCIAL RISK FACTORS |
Capital Management
The Company manages and adjusts its capital structure, based on the funds available to the Company, in order to support the investment in cryptocurrencies and blockchain companies. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. The Company considers capital to be its capital stock, warrants, and stock option components of shareholders' equity.
To effectively manage the Company's capital requirements, the management has in place a planning, budgeting, and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company ensures that there are sufficient working capital and planned future capital raises to meet its short-term business requirements, taking into account its anticipated cash flow from operations and its holding of cash and short-term investments.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the six months ended March 31, 2026.
Page 26
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
Safeguarding of Cryptocurrency Assets
The Company retains third-party custodians to safeguard its cryptocurrency assets. At March 31, 2026, custody arrangements were as follows:
Coinbase Custody Trust Company, LLC ("Coinbase") - approximately 70% of holdings
| - | Location: 200 Park Avenue South, Suite 1208, New York, NY 10003 |
| - | Regulation: NY Department of Financial Services; qualified custodian under § 206(4)-2(d)(6) of the Advisers Act |
| - | Insurance: Annually renewed commercial crime policy (Coinbase Global Inc. as named insured) |
| - | Due diligence: SOC 1 and SOC 2 audit reports reviewed; no known security breaches |
Fireblocks Inc. ("Fireblocks") – approximately 15% of holdings
| - | Location: 2 Penn Plaza, New York, NY 10121 |
| - | Technology: Multi-party computation (MPC) technology |
| - | Certification: SOC 2 Type II certified |
| - | Due diligence: SOC 2 Type II audit report reviewed; publicly available insurance information reviewed; no known security breaches |
Kamino Finance – approximately 15% of holdings (collateral) - Holdings consist of SOL and STKESOL posted as collateral as described in Note 11
Risk Disclosures
Exposure to credit, interest rate, cryptocurrency, and currency-related risks arises in the normal course of the Company’s business.
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into, causing the other party to incur a financial loss. The Company limits its credit risk by placing its cash with high credit quality financial institutions and with cryptocurrency exchanges on which the Company has performed internal due diligence procedures. The Company deems these procedures necessary as some exchanges are unregulated and not subject to regulatory oversight. Furthermore, cryptocurrency exchanges engage in the practice of commingling their clients’ assets in exchange wallets. When cryptoassets are commingled, transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is risk around the occurrence of transactions, or the existence of period end balances represented by exchanges.
As at March 31, 2026, the Company holds $367,523 in cash and cash equivalents with the majority with high credit quality financial institutions (September 30, 2025 - $1.8 million). The Company's due diligence procedures around exchanges and custodians utilized throughout the period include, but are not limited to, internal control procedures around on-boarding new exchanges or custodians which includes review of the exchanges’ or custodians’ anti-money laundering (“AML”) and know-your-client (“KYC”) policies by the Company’s chief investment officer, constant review of market information specifically regarding the exchanges or custodians security and solvency risk, setting balance limits for each exchange account based on risk exposure thresholds and preparing weekly asset management reports to ensure limits are being followed and having a fail-over plan to move cash and cryptocurrencies held on an exchange or with a custodian in instances where risk exposure significantly changes.
There is no significant credit risk with respect to receivables.
Interest Rate Risk
The Company is exposed to interest rate risk on its Kamino Facility, which bears a variable interest rate based on pool utilization (approximately 1.7% at March 31, 2026). The Company's convertible debentures bear fixed interest rates. At March 31, 2026, variable rate debt of $9.5 million represented approximately 19% of total debt obligations.
Page 27
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
Cryptocurrencies Risk
Cryptocurrencies are measured at fair value less cost to sell. Cryptocurrency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and political and economic conditions. Further, cryptocurrencies have no underlying backing or contracts to enforce recovery of invested amounts. The profitability of the Company is related to the current and future market price of cryptocurrencies, mainly SOL; in addition, the Company may not be able to liquidate its cryptocurrencies at its desired price if necessary. Investing in cryptocurrencies is speculative, prices are volatile, and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.
Cryptocurrencies have a limited history; their fair values have historically been volatile, and the value of cryptocurrencies held by the Company could decline rapidly. A decline in the market prices of cryptocurrencies could negatively impact the Company's future operations. Historical performance of cryptocurrencies is not indicative of their future performance.
Many cryptocurrency networks are online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. In the data packets distributed from cryptocurrency software programs to confirm transaction activity, each party to the transaction must sign transactions with a data code derived from entering the private key into a hashing algorithm, which signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. This process is vulnerable to hacking and malware and could lead to theft of the Company’s digital wallets and the loss of the Company’s cryptocurrency.
Cryptocurrencies are loosely regulated and there is no central marketplace for exchange. Supply is determined by a computer code, not a central bank. Additionally, exchanges may suffer from operational issues, such as delayed execution, which could have an adverse effect on the Company.
The cryptocurrency exchanges on which the Company may trade on are relatively new and, in many cases, largely unregulated, and therefore may be more exposed to fraud and failure than regulated exchanges for other assets. Any financial, security, or operational difficulties experienced by such exchanges may result in an inability of the Company to recover money or cryptocurrencies being held on the exchange. Further, the Company may be unable to recover cryptocurrencies awaiting transmission into or out of the exchange, all of which could adversely affect an investment of the Company. Additionally, to the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges' failures may result in loss or less favorable prices of cryptocurrencies, or may adversely affect the Company, its operations, and its investments.
Furthermore, crypto-exchanges engage in commingling their client's assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.
Loss of access risk
The loss of access to the private keys associated with the Company's cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that possesses both the unique public key and private key or keys relating to the "digital wallet" in which the cryptocurrency is held. To the extent a private key is lost, destroyed, or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency.
Irrevocability of transactions
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation.
Hard fork and airdrop risks
Hard forks may occur for a variety of reasons including, but not limited to, disputes over proposed changes to the protocol, significant security breach, or an unanticipated software flaw in the multiple versions of otherwise compatible software. In the event of a hard fork in a cryptocurrency held by the Company, it is expected that the Company would hold an equivalent amount of the old and new cryptocurrency following the hard fork.
Air drops occur when promoters of a new cryptocurrency send amounts of the new cryptocurrency to holders of another cryptocurrency, allowing them to claim a specified amount of the new cryptocurrency for free.
The Company may not be able to realize the economic benefit of a hard fork or airdrop, either immediately or ever, for various reasons. For instance, the Company may not have any systems in place to monitor or participate in hard forks or airdrops.
Page 28
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
Market Risk
Market risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or foreign currency risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. All investments present a risk of loss of capital. The maximum risk resulting from financial instruments is equivalent to their fair value. The Company’s investments are susceptible to other market risk arising from uncertainties about future prices of the instruments. The Company moderates this risk through the various investment strategies within the parameters of the Company’s investment guidelines.
As at March 31, 2026, management’s estimate of the effect on equity to a +/- 10% change in the market prices of the Company’s investments, with all other variables held constant, is $48,878 (September 30, 2025 - $68,566), and the effect of a +/- 10% change in the market price of the SOL token, with all other variables held constant, is $6.1 million (September 30, 2025 – $12.6 million).
Foreign Currency Risk
The Company is exposed to foreign currency risk on financial assets and liabilities that are denominated in a currency other than the Canadian dollar. The currencies giving rise to this risk are primarily the U.S. dollar, Australian dollar, and the Euro, the balance of net monetary assets and liabilities in such currencies as of March 31, 2026, is $12.0 million (September 30, 2025 - $14.9 million). Sensitivity to a plus or minus 10% change in the foreign exchange rates would result in a foreign exchange gain/loss of $1.2 million (September 30, 2025 - $1.4 million).
Liquidity Risk
The Company is exposed to liquidity risk primarily as a result of its trade accounts payable as well as the risk of not being able to liquidate assets at reasonable prices. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2026, the Company had cash and cash equivalents balance of $0.4 million (September 30, 2025 - $1.8 million) to settle accounts payable and accrued liabilities of $1.8 million (September 30, 2025 - $2.3 million). All of the Company's trade accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.
While the Company's cash position at March 31, 2026 was insufficient on its own to settle all current liabilities, management maintains access to substantial liquidity sources to meet obligations as they come due. The Company held digital assets with a fair value of approximately $60.6 million at March 31, 2026, which can be converted to fiat currency as needed. Additionally, the Company has access to capital markets through its USD$150 million base shelf prospectus dated November 14, 2025, and up to USD$480 million under its ATW convertible note facility, subject to market conditions and applicable terms.
Management's near-term plan to meet operating expenses and debt obligations includes eliminating unnecessary operating expenses, utilizing revenue from its staking and validating operations (although primarily in SOL), selective monetization of SOL holdings, opportunistic use of the shelf prospectus based on market conditions, and potential drawdowns under the ATW facility for strategic purposes. Management continuously monitors liquidity needs and may adjust its funding strategy as circumstances evolve.
Active Market Risk
The Company’s application of the revaluation model assumes the continued existence of an active market for SOL and other crypto assets (see Note 19 – Fair Value). A loss of such active markets could materially affect the Company’s ability to reliably measure fair value.
Concentration Risk
The Company is exposed to concentration risk as the majority of its assets are held in SOL and related validator operations. The value of these assets is highly dependent on the performance, stability, and adoption of the SOL network, as well as broader cryptocurrency market and economic conditions. Any adverse developments, including regulatory changes, security incidents, or network disruptions, could materially impact the Company’s financial position. The Company continuously evaluates its exposure and risk management strategies to mitigate potential adverse effects.
Regulatory Risk
The regulatory environment for digital assets, including SOL, remains uncertain and continues to evolve. Changes in laws, regulations, or enforcement actions in key jurisdictions could impact the Company’s ability to operate validator nodes, stake assets, or transact in SOL. Regulatory developments may also affect the liquidity, valuation, or classification of SOL under applicable financial reporting standards. The Company actively monitors regulatory changes and assesses potential impacts on its operations and financial position.
Page 29
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
SOL Governance Risk
SOL’s development and governance are significantly influenced by the SOL Foundation, which plays a key role in protocol upgrades, ecosystem growth, and validator coordination. While SOL operates as a decentralized blockchain, the SOL Foundation’s decision-making authority could impact network stability, economic incentives, or technical direction in ways that may not align with the interests of all stakeholders. Any material changes initiated by the Solana Foundation, including governance proposals, tokenomics adjustments, or network upgrades, could affect the Company’s validator operations and the value of its SOL and SOL-related assets. The Company continues to monitor governance developments and assess potential risks to its operations.
On March 6, 2025, SOL validators and stakeholders commenced voting on governance proposals SIMD-0228 and SIMD-0123. SIMD-0228 proposed introducing a dynamic token emission model that would have adjusted SOL’s inflation rate based on staking participation, potentially reducing annual inflation from 4.5% to as low as 0.87%. However, the proposal did not reach the required supermajority and was rejected. SIMD-0123, which proposed a mechanism allowing validator operators to share priority fees with their stakers, was approved. The Company is evaluating the implications of these outcomes and will adjust its validator operations as necessary to maintain efficiency and competitiveness.
Other Risk Factors
Risks which the Company is not aware of or which the Company currently deems to be immaterial may surface and have a material adverse impact on the Company’s business income and financial condition. Exposure to credit, interest rate, cryptocurrency, and currency risks arises in the normal course of the Company’s business.
| 21. | INCOME TAX |
The Company provides for income tax at a tax rate of 26.5% based on tax rates expected to apply at the time of realization. The continuity of income taxes payable is as follows:
| Income tax receivable | ||||
| Balance, September 30, 2024 | $ | (1,547,686 | ) | |
| Income tax expense | (49,347 | ) | ||
| Payments | 1,597,033 | |||
| Income tax recoverable | 1,600,000 | |||
| Balance, September 30, 2025 and March 31, 2026 | $ | 1,600,000 | ||
During the year ended September 30, 2025, the Company paid the estimated tax balance of $1,547,686 that was provided for at September 30, 2024 and an additional 49,347 for small adjustments related to fiscal 2024 and booked a non-capital loss carryback to recover the taxes paid related to the previous fiscal year.
As at March 31, 2026, the Company's deferred tax liability was $nil (September 30, 2025 — $584,981). The deferred tax liability recognized at September 30, 2025 arose from unrealized gains on cryptocurrency assets and was reversed during the six months ended March 31, 2026 as a result of the decline in fair value of those assets during the interim period.
| 22. | SEGMENTED INFORMATION |
The Company operates in one reportable operating segment being investment in cryptocurrencies and blockchain technology.
| 23. | SUBSEQUENT EVENTS |
On April 14, 2026, the Company completed the acquisition of substantially all of the assets of Darklake Labs Pte. Ltd. (“Darklake”), a technology company specializing in zero-knowledge privacy solutions for the Solana blockchain. The transaction was completed for total consideration of approximately USD $1.2 million, consisting of USD $200,000 in cash and 1,047,156 common shares of the Company issued at fair value, subject to a statutory four-month lock-up period. As part of the acquisition, the founders and core development team of Darklake joined the Company.
Page 30
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
SOL STRATEGIES INC. NOTES TO THE AMENDED AND RESTATED INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS (EXPRESSED IN CANADIAN DOLLARS) Six months ended March 31, 2026 and 2025 |
On May 4, 2026, the Company entered into a definitive agreement to acquire HoudiniSwap LLC (“HoudiniSwap”), a non-custodial, privacy-focused cross-chain swap aggregator, for total consideration of approximately USD $18 million. The transaction closed on May 31, 2026, subsequent to the reporting period, at which date the Company obtained control of HoudiniSwap and acquired 100% of its issued and outstanding membership interests. The acquisition will be accounted for as a business combination under IFRS 3.
The consideration comprises USD $8.25 million in cash (USD $7.0 million paid on closing and USD $1.25 million payable over 18 months), a USD $5.75 million promissory note due six months after closing, and USD $4.0 million in common shares issued based on a 90-day volume-weighted average price prior to closing and subject to a four-month hold period (2,812,301 common shares). The consideration also includes USD $100,000 in common share purchase warrants, exercisable for two years at a premium to market price. The agreement provides for a two-year earn-out of up to USD $10 million in contingent consideration, payable on the achievement of specified EBITDA thresholds, which will be recognized at its acquisition-date fair value once the initial accounting is completed. In connection with the closing, the Company's acquisition advisor is entitled to a cash fee and warrants.
The Company expects the HoudiniSwap acquisition to be accounted for as a business combination. As the transaction closed shortly before these financial statements were authorized for issue, the Company has not yet determined the acquisition-date fair values of the identifiable assets acquired and liabilities assumed, the fair value of the contingent consideration, or the resulting goodwill, and therefore the related disclosures required by IFRS 3 cannot yet be made.
On May 25, 2026, 387,333 common shares were issued pursuant to the Cogent Assets acquisition.
On June 8, 2026, the Company received $1,600,880 in respect of income taxes recoverable.
Subsequent to March 31, 2026, and prior to the date these Interim Statements were authorized for issue, the Company issued an aggregate of 5,195,153 common shares in connection with the following transactions:
| Common Shares | ||||
| Shares outstanding as at March 31, 2026 | 33,228,022 | |||
| RSU settlements | 67,329 | |||
| Convertible debenture interest settlement | 131,416 | |||
| Intangible asset acquisition (Cogent) | 387,333 | |||
| ATW note conversion | 749,618 | |||
| Darklake acquisition | 1,047,156 | |||
| HoudiniSwap acquisition | 2,812,301 | |||
| Shares outstanding as at the date hereof | 38,423,175 | |||
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The accompanying notes are an integral part of these unaudited interim condensed financial statements.
Exhibit 99.2
MANAGEMENT DISCUSSION AND ANALYSIS
For the six months ended March 31, 2026 and 2025
As at June 26, 2026
DISCLAIMER
The following Management’s Discussion & Analysis (“MD&A”) of the financial condition and results of the operations of SOL Strategies Inc. (the “Company” or “SOL Strategies”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the six months ended March 31, 2026 and 2025. All information in this MD&A is given as of the six months ended March 31, 2026 and 2025, unless otherwise indicated. All dollar figures are stated in Canadian dollars, unless otherwise indicated.
This MD&A has been prepared in compliance with the requirements of Form 51-102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This MD&A should be read in conjunction with the amended and restated interim unaudited condensed financial statements for the six months ended March 31, 2026, and 2025 together with the notes thereto (the “Interim Statements”). In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results for the three months ended March 31, 2026 (the “Quarter”) are not necessarily indicative of the results that may be expected for any future period.
For the purposes of preparing this MD&A, management 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 in the common shares of SOL Strategies’ (“Common Shares”); or (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 evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
The words “we,” “our,” “us,” “Company” and “SOL Strategies” refer to SOL Strategies, Inc. together with its management and/or employees of the Company (as the context may require).
These documents, along with additional information about SOL Strategies, are available under the Company’s profile at www.sedarplus.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This 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,” “continues,” “forecasts,” “projects,” “predicts,” “intends,” “anticipates” or “believes,” or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. These forward-looking statements may include, but are not limited to, statements relating to:
| - | Our expectations regarding our revenue, expenses, operations, and future operational and financial performance; |
| - | Our cash flows; |
| - | Popularity, adoption, and rate of adoption of cryptocurrencies; |
| - | The rise of Solana’s increasing market share in the asset tokenization market; |
| - | Our future growth plans and acquisition strategies; |
| - | Our ability to stay in compliance with laws and regulations or the interpretation or application thereof that currently apply or may become applicable to our business both in Canada, the United States (the “U.S.”) and internationally; |
| - | Our expectations with respect to the application of laws and regulations and the interpretation or enforcement thereof and our ability to continue to carry on our business as presently conducted or proposed to be conducted; |
| - | The reliability, stability, performance and scalability of our infrastructure and technology; |
| - | Our ability to attract new customers and maintain existing customers; |
| - | Our ability to attract and retain personnel; |
| - | Our expectations with respect to advancement in our technologies; |
| - | Our competitive position and our expectations regarding competition; and |
| - | Regulatory developments and the regulatory environments in which we operate. |
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Forward-looking statements are based on certain assumptions and analysis made by us in light of our experience and perception of historical trends, current conditions and expected future developments and other factors we believe are appropriate. Forward-looking statements are also subject to risks and uncertainties which include:
| - | Decline in the cryptocurrency market or general economic conditions; |
| - | Regulatory uncertainty and risk, including changes in laws or the interpretation or application or enforcement thereof and the obtaining of regulatory approvals; |
| - | We are subject to an extensive and highly evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations, or regulatory interpretation of such laws and regulations, could adversely affect our brand, reputation, business, operating results, and financial condition; |
| - | In connection with such laws and regulations or regulatory interpretation thereof, a particular crypto asset’s or product offering’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto asset or product offering, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, and our business, operating results, and financial condition may be adversely affected; |
| - | Risks related to managing our growth; |
| - | Our dependence on customer growth; |
| - | The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate. If crypto does not grow as we expect, our business, operating results, and financial condition could be adversely affected; |
| - | Regulatory risk, including changes in laws or the interpretation or application thereof and the obtaining of regulatory approvals; |
| - | Technology and infrastructure risks; |
| - | Cybersecurity risks; |
| - | Fluctuations in quarterly operating results; |
| - | Competition in our industry and markets; |
| - | Our reliance on key personnel; |
| - | Our reliance on third party service providers; |
| - | Exchange rate fluctuations; |
| - | Risks related to terrorism, geopolitical crisis, or widespread outbreak of an illness or other health issue; and |
| - | Risks associated with acquisitions and the integration of the acquired businesses; |
Inherent in forward-looking statements are risks, uncertainties, and other factors beyond SOL Strategies’ ability to predict or control. Readers are cautioned that the above does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. Moreover, we operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this document may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Readers are cautioned that past performance is not indicative of future performance and current trends in the business and demand for crypto assets may not continue and readers should not put undue reliance on past performance and current trends. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.
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DESCRIPTION OF BUSINESS
SOL Strategies, Inc. is a publicly listed company incorporated in Canada under the legislation of the Province of Ontario. The registered office of the Company is located at 217 Queen St W #401, Toronto, ON M5V 0R2. Since February 4, 2019, the Company’s Common Shares have traded on the Canadian Securities Exchange ("CSE") under the symbol "HODL" and the National Association of Securities Dealers Automated Quotations under the symbol “STKE”.
In July 2024, the Company pivoted its strategy to focus on the Solana blockchain ecosystem, leveraging its high-performance infrastructure and scalability. This strategic shift included becoming the first public company to focus on Solana (“SOL”) as a core balance sheet asset and operating high-performance validators on the Solana network1. The Company's mission is to not only grow the Solana on its balance sheet but to operate secure validators that leverage Solana's speed, throughput, and ecosystem to deliver long-term value for both users and investors. The Company is committed to developing technologies and operating verticals within the Solana Economy and also optimizing staking efficiency and accessibility, further strengthening Solana’s position as a leading blockchain for institutional and enterprise applications. The Company rebranded from Cypherpunk Holdings, Inc. to SOL Strategies, Inc. on September 9, 2024.
The year ending September 30, 2025, represented the first full year that SOL Strategies, Inc. (“SOL Strategies” or the “Company”) operated under its new strategy, acquiring three validators during the year to bring its total to four, and expanding its Solana holdings through its fund-raising efforts. The Company is one of the largest Solana validator businesses2 which allows the Company to grow its Solana treasury at a faster pace and lower cost than competitors. The Company operates four proprietary validators on the Solana network and generates revenue through validator commission fees and staking rewards on its SOL treasury holdings. Further, the Company operates several white-label validators on behalf of partner customers, through which it earns a percentage of the transaction fees. Building on our conviction that decentralized technologies will power the next generation of financial infrastructure, we executed across multiple fronts—validator expansion, strategic acquisitions, product development, capital markets innovation, and institutional alignment. The results are not only financial in nature; they signal a maturing business that is now firmly positioned at the intersection of blockchain innovation and institutional-grade infrastructure3.
For the six months ended March 31, 2026, the Company executed an upsized $30 million LIFE offering, acquired additional SOL tokens, including discounted locked SOL from the Solana Foundation, and expanded on its staking business. Through continued growth of Assets under Delegation of its four proprietary validators and its white-label validators as well as through the announcement of an agreement to serve as the sole staking provider to the VanEck Solana ETF. The Company ended the quarter with over 500,000 SOL & SOL Equivalents4 in its treasury, of which 81,236 SOL and 82,137 STKESOL are pledged to Kamino, over 3.8 million SOL (valued at over $425 million at quarter-end) in Assets under Delegation and serving more than 34,000 unique wallets5.
FINANCIAL & OPERATIONAL EXECUTION:
Since adopting our Solana-focused strategy in 2024, the Company has continued to execute on its mission to build blockchain infrastructure. As of March 31, 2026:
| ● | Model validation through Solana Mobile & VanEck: The Solana Mobile validator, the official validator of the Solana Mobile Seeker mobile phone which received over 150,000 pre-orders, continued to see significant growth, attracting over 28,000 unique wallets by quarter-end. During the quarter the Company also announced an agreement to serve as the sole staking provider to the VanEck Solana ETF in a significant validation of its institutional focus, compliance and reporting framework. |
| ● | Strategic Financing Foundation: During the six months ended March 31, 2026, the Company completed a private placement of units for gross proceeds of CAD$30,003,000 pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “LIFE Offering”), led by Canaccord Genuity Corporation. The Company also announced an agreement to repay the remaining $9.2 million of the unsecured credit facility with its former Chairman, Antanas Guoga, outstanding at December 31, 2025, to be funded in part by a secured facility with Kamino Finance. Additionally, during the period, the OSC granted final receipt of a base shelf prospectus with a maximum offering USD$150 million. Together, all these initiatives provide flexible, institutional-grade financing to support continued growth. |
1 https://www.jito.network/stakenet/steward/
2 https://solanabeach.io/validators (Laine + SOL Strategies + Orangefin + Cogent validators) = 48th largest out of 1000+ validators as at 13 February 2026
3 SOL Strategies holds ISO 27001, SOC 2 Type 1 & Type 2, and SOC 1 Type 1 & Type 2 certifications.
4 SOL & SOL Equivalents includes spot Solana tokens, staked Solana tokens and staked Solana tokens (Liquid Staking Tokens)
5 Unique wallets mean distinct wallets that are staking to one of our staking services and are akin to unique customers, however we cannot guarantee that two unique wallets are not owned by the same person or entity
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| ● | SOL Treasury Growth: The Company’s Solana (SOL) holdings increased from 139,726 SOL as of December 31, 2024, to 441,915 SOL, 82,314 STKESOL and 52,182 JTO as of March 31, 2026. |
| ● | SOL Acquired: During the period, the Company purchased 88,433 SOL for total consideration of $24.0 million reflecting an average price of approximately CAD$272 per token |
| ● | Staking Rewards: The Company earned 12,950 SOL in staking reward at an average price of $185 per token |
| ● | Validator Rewards: Through its core validator operations, the Company earned 6,007 SOL validator rewards at an average price of $175 per token (Note: Excludes validator rewards earned in other cryptocurrencies and validator income earned in fiat) |
KEY GROWTH PILLARS
| ● | Capital-Efficient Treasury Compounding: Our Validator commission revenue continues to grow on a SOL basis, accelerating treasury growth organically without the need for additional capital investment. The additional rewards earned through the Company’s validator operations enables the Company to compound treasury holdings at roughly twice the organic rate of other staking only treasury peers. This allows us to grow our SOL per Share on an accelerated basis. |
| ● | Triple Revenue Streams: The Company has three distinct revenue streams. |
| 1) | Staking rewards - We stake our own SOL treasury (earning ~6% annually) |
| 2) | Validator income - The Company operates validators with over 3.8 million SOL delegated to them on March 31, 2026, of which approximately 3.4 million SOL is delegated by third parties. |
| 3) | Liquid staking tokens – During the period, the Company announced the launch of its new liquid staking product, STKESOL, which provides a further revenue stream and growth pillar in the liquid staking market. The Company earns 5% of the staking rewards accrued to the liquid staking protocol, creating a “validator-like” revenue stream without the operational overhead. |
| ● | Robust Liquidity Position: As of March 31, 2026, the Company maintains over $60 million in liquidity, reflecting cash and cryptocurrency investments. This financial strength enables the Company to acquire additional SOL for staking, further build out validator infrastructure, and continue investing in technological innovation within the Solana eco-system. Our ability to deploy capital dynamically in response to market conditions ensures we remain agile and opportunistic across cycles. The Company’s expected yield on staked SOL remains competitive, with published rates between 6-8% APY, according to publicly available data from Stakewiz.com. |
| ● | Scalable, High-Margin Infrastructure: The Company operates a scalable and efficient validator network with minimal incremental costs. This business model generates reliable recurring revenue and positions the Company as an infrastructure provider within Solana’s expanding ecosystem. |
| ● | Technology Innovation: At the core of SOL Strategies’ mission is a commitment to building intelligent, intuitive, and scalable staking tools. From real-time yield calculators to seamless wallet integrations, our proprietary suite of products and open source tools—including the widely used Stakewiz.com platform and our non-custodial staking mobile app—enhance user experience and drive organic growth. The Company continues to invest in next-generation infrastructure that supports institutional and retail participation in the Solana ecosystem. |
| ● | Institutional-Grade Security and Compliance: Maintaining the highest standards in compliance and cybersecurity is central to the Company’s operating philosophy. The Company completed SOC 1 and SOC 2 Type I & II audits, alongside the already existing ISO 27001 certification, reflecting the firm’s proactive approach to meeting institutional expectations. These frameworks are designed to ensure secure, transparent, and reliable operations—critical for gaining and maintaining trust among institutional stakeholders and regulatory bodies alike. |
| ● | M&A Pipeline: We are evaluating a selective pipeline of M&A opportunities focused on the infrastructure and technologies vital to the mass adoption of Solana by global financial institutions. Our strategic position and deep-rooted ecosystem relationships grant us access to these high-impact targets, with several opportunities currently moving through various stages of our internal evaluation and diligence process. |
As the first publicly traded company in North America solely focused on the Solana blockchain, SOL Strategies is at the intersection of traditional capital markets and decentralized infrastructure. We are not only offering exposure to the Solana ecosystem, but we are also actively operationalizing it. Through our expanding validator network, growing treasury, proprietary software platforms, and institutional partnerships, we provide a differentiated and compliant pathway for investors to participate in the future of digital finance.
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The acceleration of institutional interest in digital assets, coupled with macro-level shifts toward programmable, tokenized finance, provides an opportunity for SOL Strategies to facilitate this market transition6. Our infrastructure supports the practical deployment of real-world asset tokenization, next-generation DeFi, and on-chain financial primitives that will power tomorrow’s capital markets.
By combining disciplined execution, forward-looking capital allocation, and close alignment with Solana’s ecosystem growth, we are committed to building institutional grade blockchain infrastructure. Our long-term goal remains unchanged: to create enduring value for our shareholders while helping architect the decentralized financial rails of the future.
VALIDATOR OPERATIONS AND STAKING REVENUE
SOL Strategies earns income through the operation of validator nodes and by staking its own SOL tokens alongside those delegated by third-party participants. These activities constitute the core of our infrastructure revenue model:
| ● | Validator Acquisition and Growth: The Company has acquired and operates multiple high-performance validators. As of March 31, 2026, 3.8 million SOL with a value of approximately CAD$425 million, were staked at the Company’s Validators, of which the Company owned 356,877 SOL. This represents an increase of 2.3 million SOL (45%) of SOL delegated to its Validators since December 31, 2024. These Validators are optimized for scalability, high availability, and competitive yields, ensuring operational efficiency and strengthening SOL Strategies’ role in supporting Solana’s network growth. |
| ● | Revenue Growth from Staking: As March 31, 2026, 356,877 of the Company’s SOL holdings were exclusively staked to its own high-performance Validators. This marks an approximate 22% decrease from the 460,418 SOL staked as of December 31, 2025, due to the deployment of SOL to support the Company’s liquid staking initiatives and to provide collateral for the Kamino debt facility. The SOL staked by the Company to its validators during the three-months ended March 31, 2026, generated staking income of 5,650 SOL valued at $768,260 (2025 – 3,812 SOL valued at $937,764), an annualized staking yield of approximately 6.0% on a SOL-on-SOL basis. During the six-months ended March 31, 2026, the SOL staked by the Company to its validators generated staking income of 12,950 SOL valued at $2,399,340 (2025 – 6,409 SOL valued at $1,662,156), an annualized staking yield of approximately 6.0% on a SOL-on-SOL basis. |
| ● | Validation Revenue: During the three-month period ended March 31, 2026, the Company’s Validators generated rewards (gross) of 3,521 SOL (2025 – 5,884), valued at $507,825 (2025 - $1,563,816) and net income of $379,172 (2025 - $1,589,700) for the period. During the six-month period ended March 31, 2026, the Company’s Validators generated rewards (gross) of 6,007 SOL (2025 – 7,892), valued at $1,053,757 (2025 - $2,155,800) and net income of $849,710 (2025 - $2,110,157) for the period |
The following tables present the Company’s staking and validating business for the three and six month periods ended March 31, 2026, and 2025:
| Three months ended March 31, | 2026 | 2025 | ||||||||||||||
| Expressed in Solana | Expressed
in Canadian Dollars | Expressed
in Solana | Expressed
in Canadian Dollars | |||||||||||||
| Validator operations | ||||||||||||||||
| Validator rewards, paid in Solana | 3,521 | $ | 507,825 | 5,884 | $ | 1,563,816 | ||||||||||
| Validator rewards received in other cryptocurrencies(1) | - | 50,793 | - | 135,928 | ||||||||||||
| Validator income, paid in fiat | - | - | - | 4,315 | ||||||||||||
| Validator fees, paid in Solana | - | - | (126 | ) | (51,081 | ) | ||||||||||
| Validator fees, paid in fiat | - | (179,445 | ) | - | (63,278 | ) | ||||||||||
| 3,521 | 379,173 | 5,758 | 1,589,700 | |||||||||||||
| Staking rewards (Solana) | 5,650 | 768,260 | 3,812 | 937,764 | ||||||||||||
| Total staking and validating income | 9,171 | $ | 1,147,433 | 9,570 | $ | 2,527,464 | ||||||||||
| (1) 23,956 SUI tokens for the three months ended March 31, 2026 (2025 - 27,917 SUI tokens) |
| 6 | FT: Fund management needs to make digital shift (https://www.ft.com/content/6ff1499c-7606-478d-b814-c9b4d8545708) |
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| Six months ended March 31, | 2026 | 2025 | ||||||||||||||
| Expressed in Solana | Expressed
in Canadian Dollars | Expressed
in Solana | Expressed
in Canadian Dollars | |||||||||||||
| Validator operations | ||||||||||||||||
| Validator rewards, paid in Solana | 6,007 | $ | 1,053,757 | 7,892 | $ | 2,155,800 | ||||||||||
| Validator rewards received in other cryptocurrencies(1) | - | 118,949 | - | 135,928 | ||||||||||||
| Validator income, paid in fiat | - | - | - | 4,315 | ||||||||||||
| Validator fees, paid in Solana | - | - | (290 | ) | (63,780 | ) | ||||||||||
| Validator fees, paid in fiat | - | (322,996 | ) | - | (122,106 | ) | ||||||||||
| 6,007 | 849,710 | 7,602 | 2,110,157 | |||||||||||||
| Staking rewards (Solana) | 12,950 | 2,399,340 | 6,409 | 1,662,156 | ||||||||||||
| Total staking and validating income | 18,957 | $ | 3,249,050 | 14,011 | $ | 3,772,313 | ||||||||||
| (1) 41,902 SUI tokens for the six months ended March 31, 2026 (2025 - 27,917 SUI tokens) |
Technical Performance Achievements:
SOL Strategies’ validator business remains among the top performers in the sector7 and is continuously optimizing performance. During the period, our infrastructure continued to outperform key network benchmarks:
| • | 100% Uptime: All of the company’s validators maintained 100% uptime in April 2026. |
| • | 6.08% Average APY: Orangefin outperformed the network average (5.74%) through performance tuning and infrastructure enhancements, attracting strategic agreements with VanEck and Netcoins. |
| • | Solana Mobile Validator: We launched the first ever mobile app dedicated to Solana native staking on iOS, Android, and Solana Mobile. |
| • | Liquid Staking Token Launch: In January 2026 the company launched a liquid staking token called STKESOL, allowing users to hold tokenized representation of staked Solana, maintaining full liquidity and access to decentralized finance platforms, while the company earns a commission on all underlying staking rewards |
| • | BAM Deployment: Early adoption of the Jito Block Assembly Marketplace (BAM) Firedancer validator client on two nodes reinforces our commitment to infrastructure innovation and positions us to benefit from future throughput improvements. |
These metrics reinforce the strength of validator operations as a recurring revenue stream and a strategic pillar of our Solana-native platform. As institutional interest in staking continues to grow, we are well-positioned to scale both our footprint and rewards-driven revenue model.
PROPRIETARY TECHNOLOGY AND INFRASTRUCTURE INNOVATION
SOL Strategies continues to invest in technology to deliver scalable, performant, and user-centric solutions across the staking and validator landscape:
| ● | Stakewiz.com Analytics Platform: Acquired through the Laine transaction, Stakewiz.com is a widely used data platform within the Solana staking community, providing real-time validator performance metrics, network analytics, and staking education tools. |
| ● | Yield Optimization: Leveraging its technical expertise within the Solana ecosystem, SOL Strategies operates a modified version of the Solana validator client on select nodes. This implementation enables enhanced yield performance for delegators, delivering above average returns compared to competing validators—even in cases where commission rates are identical. |
| ● | Automation Platform: SOL Strategies has developed a proprietary automation platform that streamlines the management of its Solana validator fleet. This operational efficiency has supported strategic partnerships, including with Pudgy Penguins, and reinforces the Company’s ability to scale securely and reliably. Further details are outlined in a Company-published technical blog post. |
| ● | White Label Validators: As a trusted validator operator on the Solana network, we now run two white label validators for Pudgy Penguins (PENGU) and Solana Mobile that result in additional revenue for the company. The Solana Mobile validator is the default validator for the new Seeker mobile phone, with the validator having over 28,000 unique wallets staking to it at quarter-end. |
| ● | STKESOL: Launch of one of our flagship products, STKESOL, which is our own liquid staking token, powered by our own algorithmic delegation strategy that stakes to 75 validators. |
7 Orangefin ranks 3rd in APY (https://www.jito.network/stakenet/steward/)
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| ● | Financial Reporting: The company built a proprietary data analytics platform that maps all of Solana’s staking rewards into a format that entities like State Street can accept, with VanEck being its first customer. |
| ● | Zero-knowledge technology: Through the acquisition of the assets of Darklake Labs in April 2026 the company acquired the intellectual property to Darklake’s proprietary Zyga dynamic proof engine, with the co-founders and key engineers and researcher of Darklake joining the company. |
These tools support our broader strategic goal: to operationalize and democratize participation in decentralized capital markets.
INSTITUTIONAL PARTNERSHIPS
SOL Strategies both added as well as maintained partnerships with the following institutional stakeholders:
VanEck: SOL Strategies and VanEck have entered into a Staking Services Agreement, whereby the Company is the sole staking provider to the VanEck Solana ETF from launch. This partnership signals institutional validation of the Company’s staking services platform while also piloting a novel fixed-rate AUM based fee model.
BitGo: SOL Strategies was selected as a preferred validator for BitGo’s institutional staking platform, providing access to a growing network of high-quality delegators seeking reliable, secure Solana staking infrastructure.
Tetra Trust: As Canada’s first licensed digital asset trust company, Tetra Trust integrated SOL Strategies as an approved staking provider. This enables institutional clients of Tetra to delegate directly to our validators through a trusted custody solution.
Neptune Digital Assets (TSXV: NDA): In February 2025, SOL Strategies entered into a strategic partnership with Neptune Digital, establishing a shared-revenue validator relationship that enhances yield while preserving the decentralization and integrity of the Solana network.
Pudgy Penguins: In a notable expansion of our white-label validator program, we were selected to operate a dedicated validator for Pudgy Penguins, a premier Web3 brand. This collaboration signals the growing crossover between NFT communities and staking infrastructure, and reflects the trust placed in SOL Strategies to support brand-aligned staking experiences.
Solana Mobile: In August, 2025, the Company announced the launch of its white label validator service for Solana Mobile’s Seeker Device, which began shipping on August 4, 2025. Since launch, the service has grown to over 20,000 unique wallets.
Crypto.com: SOL Strategies’ validators are now integrated into crypto.com’s custody solution, allowing institutional clients to stake with the company’s validators.
Netcoins: SOL Strategies’ validators were selected to power Netcoins retail staking product
Together, these partnerships signal a shift in our distribution model toward one that mirrors the institutional reach of traditional prime brokerage services—built on performance, transparency, and trust.
CAPITAL MARKET EXPANSION AND STRATEGIC FINANCING
SOL Strategies undertook multiple capital markets initiatives in the six-month period ended March 31, 2026 to enhance flexibility and position the Company for long-term value creation:
Preliminary Base Shelf Prospectus: The OSC has granted final receipt of a base shelf prospectus with a maximum offering size of USD$150 million.
At-the-Market Offering: During the period, the Company issued approximately 1.1 million common shares under its at-the-market ("ATM") equity program for net proceeds of approximately $2.1 million.
Credit Facilities: During the period the Company entered into an agreement with its largest shareholder and former Chairman, Mr Antanas Guoga, to repay the outstanding balance of a credit facility in a mix of cash and stock and entered into a smart contract credit facility with Kamino, drawing approximately $9.5 million on the Kamino facility.
$30 million LIFE Offering: On October 1, 2025, the Company announced the completion of a private placement of units of the Company for gross proceeds of CAD$30,003,000 pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “LIFE Offering”). Each unit consists of one Common Share and one Warrant exercisable at CAD$8.90 for 36 months following closing of the LIFE Offering. The LIFE Offering was marketed by Canaccord Genuity Corporation, acting as agent and sole bookrunner.
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Enhanced Investor Relations and Market Liquidity
SOL Strategies achieved higher trading volumes on both the CSE and NASDAQ markets, reflecting growing investor interest. The Company maintained active investor communication through multiple channels. Effective February 25, 2025, SOL Strategies engaged ICR, LLC (“ICR”) to provide certain investor relations services to the Company, including preparations for earnings reports, messaging development and execution, analyst engagement, investor targeting, which may include the distribution of information relating to the Company through digital, email and influencer marketing, development of investor relations infrastructure and best practices, and the provision of market research and intelligence. Additionally, the Company engaged Proconsul Capital, Ltd. to strengthen investor communication and outreach. The Company accelerated its investor outreach throughout 2025 attending and panelling in industry conferences such as Breakpoint in Abu Dhabi as well as multiple bank and broker sponsored events throughout Canada and the USA.
LONG-TERM INCENTIVE PLANS
The Company has a stock option plan (the “Plan”) in place under which it is authorized to grant options to acquire Common Shares of the Company to directors, officers, consultants, and other key employees of the Company. The number of Common Shares subject to options granted under the Plan is limited to 10% in the aggregate of the number of issued and outstanding Common Shares of the Company at the date of the grant of the award. The exercise price of any option granted under the Plan may not be less than the fair market value of the common shares at the time the option is granted, less any permitted discount. Options issued under the Plan may be exercised during a period determined by the Company’s board of directors which cannot exceed ten years. The plan does not require any vesting period, and the Company’s board of directors may specify a vesting period on a grant-by-grant basis.
LEADERSHIP TRANSITION
Additions and changes to the SOL Strategies team during the six-month period ending March 31, 2026, include the following:
Michael Hubbard, Chief Executive Officer: Mr. Hubbard joined SOL Strategies as Chief Strategy Officer on March 17, 2025, through the acquisition of Laine, founded in 2021 by Mr. Hubbard. Michael brings extensive expertise in validator operations, blockchain infrastructure, and decentralized network analytics as the founder of Laine and Stakewiz.com. On March 31, 2026, Mr Hubbard was appointed permanent Chief Executive Officer of the Company, having served as Interim CEO from October 1, 2025.
Steve Ehrlich, Chief Strategy Officer: On March 31, 2026, Steve Ehrlich was appointed Chief Strategy Officer. Mr. Ehrlich is a serial entrepreneur with extensive experience building and scaling financial services businesses. He co-founded Voyager Digital and previously founded Lightspeed Financial, a retail trading platform. In his role as CSO, Steve will focus on deepening institutional relationships and advancing the Company's growth across the Solana ecosystem.
In March 2026 the company announced that Max Kaplan will be departing his role as Chief Technology Officer at the end of April. Mr Kaplan continues as a part-time consultant to the company, while technical leadership has been transitioned to Vitor Py Braga who joined the company from Darklake.
Solana Staking and Solana Validator Operations Risk
In fiscal 2025, SOL Strategies acquired three Solana validators and now owns four proprietary high-performance validators on the Solana network, three of which are 100% owned by the Company, one 78% owned. The Company also operates two validators for partners in our white label validator program. As a result of those acquisitions, the Company’s validator and Solana staking businesses have developed significantly since the end of the fiscal year ended September 30, 2024, which businesses are subject to their own risk factors, including those described below.
Risks related to validator operations
The Company expects that in fiscal 2026, a significant portion of the revenue generated by the Company will come from the awards realized by managing the Validators and by staking its own assets to such Validators. There is a risk that fewer third-party Solana holders delegate their Solana to SOL Strategies’ Validators, resulting in fewer awards and lower yields to the Company. Additionally, the revenue earned by validators is dependent on overall activity on the Solana blockchain and fees paid by users and is therefore subject to changes in overall market conditions.
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Risks related to Staking Operations
The Company operates four validators in the Solana Network, three of which were acquired in fiscal 2025, and as such the Company earns crypto token rewards for processing transactions and securing crypto networks. Additionally, the Company operates two validators on the Sui network. The Company expects to, in large part, stake its crypto token rewards to its Validators. The Company’s decision to stake an individual crypto token depends on a combination of network quality, network liquidity and expected staking compensation, the percentage of which varies from token to token. The compensation percentage is determined by a combination of a network’s natural inflation rate, the transaction fees generated on the network, a token’s price, and the percent of total tokens being staked. As such, the Company’s compensation percentage may fall temporarily due to a short-term decline in transaction volume or an increase in the percent of crypto tokens being staked. The Company has no control over the compensation percentages of the various crypto tokens it chooses to stake, and the compensation percentage may fall below expected levels temporarily or permanently. The compensation percentage is expected to decrease as sector activity increases and more crypto tokens are invested in specific tokens. Staking revenues could decrease to a level that materially and adversely affects the Company’s staking assets and staking strategies, the value of its staking assets and the value of any investment in the Company.
Overall Performance
The Company’s financial performance during the six months ended March 31, 2026 was affected by the continued trend in SOL prices and increased competition in the validator sector. Following a strong pricing environment through fiscal 2025, SOL prices declined subsequent to September 30, 2025 and remained volatile during the period, contributing to unrealized losses on the Company’s digital asset holdings. This price environment, combined with increased competition among validators, resulted in pressure on staking yields and validator margins.
During the period, the Company continued to expand its SOL treasury and validator operations; however, profitability was impacted by lower market prices, higher operating costs associated with scaling the platform, and amortization of validator-related intangible assets acquired in fiscal 2025. In addition, competitive dynamics in the validator ecosystem continued to require higher incentives to attract and retain delegated stake, leading to increased APY offerings and reduced margins.
The financial highlights for the six months ended March 31, 2026 are as follows:
| § | Net loss of $101.7 million (2025 – net loss of $1.6 million), including: |
| - | Staking rewards of $2.4 million (2025 – $1.7 million) |
| - | Realized loss on cryptocurrencies of $21.7 million (2025 – realized gain of $4.4 million) |
| - | Amortization expense of $4.7 million (2025 – $2.6 million) |
| - | Income tax recovery of $nil (2025 – $nil) |
| § | Total comprehensive loss of $113.6 million (2025 – total comprehensive loss of $25.7 million) |
| § | Cryptocurrency holdings of $60.7 million at March 31, 2026 (September 30, 2025 – $126.5 million), including: |
| § | Approximately 441,915 SOL, 82,314 STKESOL and 52,182 JTO with a combined market value of $60.7 million (September 30, 2025 – 435,159 SOL and 52,182 JTO with a market value of $126.5 million); |
| § | Adjusted EBITDA loss of approximately $3 million (2025 – $1.2 million), see non-IFRS financial measures below; |
| § | Cash position of $0.4 million (September 30, 2025 – $1.8 million); |
| § | Intangible assets (SOL validators) of $22.0 million (September 30, 2025 – $38.8 million), reflecting amortization and prior year impairment of validator-related assets; |
| § | Total assets of $85.9 million (September 30, 2025 – $169.6 million), primarily reflecting the decline in cryptocurrency market values since fiscal year end; |
| § | Shareholders’ equity of $40.7 million (September 30, 2025 – $114.8 million), reflecting the impact of net losses and unrealized losses on digital assets during the period, partially offset by capital raising activities |
RESULTS OF OPERATIONS
| Year ended September 30, | 2025 | 2024 | 2023 | |||||||||
| Total assets | $ | 169,597,003 | $ | 28,903,645 | $ | 17,054,245 | ||||||
| Shareholders' equity | 114,780,653 | 26,723,624 | 16,827,769 | |||||||||
| Net income | (35,035,126 | ) | 6,607,664 | (6,282,328 | ) | |||||||
| EPS | $ | (1.74 | ) | $ | 0.35 | $ | (0.04 | ) | ||||
| Comprehensive income | (20,259,835 | ) | 9,345,023 | (6,479,174 | ) | |||||||
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Selected Quarterly Information
The selected quarterly information below summarizes the financial information for the last eight quarters.
| Mar-26 | Dec-25 | Sep-25 | Jun-25 | Mar-25 | Dec-24 | Sep-24 | Jun-24 | |||||||||||||||||||||||||
| $ millions, except per share amounts | ||||||||||||||||||||||||||||||||
| Income (loss) before taxes | (48.78 | ) | (52.94 | ) | (35.08 | ) | (8.13 | ) | (5.99 | ) | 4.39 | 7.05 | (1.50 | ) | ||||||||||||||||||
| Tax Recovery (expense) | - | - | (9.73 | ) | (0.05 | ) | 1.16 | (1.16 | ) | (1.58 | ) | - | ||||||||||||||||||||
| Income (loss) for period | (48.78 | ) | (52.94 | ) | (25.26 | ) | (8.18 | ) | (4.83 | ) | 3.23 | 5.46 | (1.50 | ) | ||||||||||||||||||
| Net income (loss) per share (diluted) | $ | (1.34 | ) | $ | (2.09 | ) | $ | (1.24 | ) | $ | (0.40 | ) | $ | (0.26 | ) | $ | 0.16 | $ | 0.41 | $ | (0.08 | ) | ||||||||||
| Total comprehensive income (loss) | (48.20 | ) | (65.36 | ) | 3.52 | 0.93 | (32.54 | ) | 7.83 | (2.27 | ) | 4.95 | ||||||||||||||||||||
| Total assets | 85.86 | 132.09 | 169.60 | 164.28 | 124.91 | 74.63 | 28.90 | 28.35 | ||||||||||||||||||||||||
| Net book value | 40.76 | 79.82 | 114.78 | 100.74 | 84.68 | 60.20 | 26.72 | 27.88 | ||||||||||||||||||||||||
Comparison of the six months ended March 31, 2026 and 2025
Total comprehensive loss of $113.6 million for the six months ended March 31, 2026, compared to total comprehensive loss of $25.7 million for the six months ended March 31, 2025, mainly due to:
| § | Realized loss on dispositions of cryptocurrencies of $21.7 million in 2026 (2025 – realized gain of $4.4 million) |
| § | Operating expenses of $83.1 million (2025 – $9.8 million), an increase of $73.3 million, mainly due to the following: |
| - | Stock-based compensation of $2.2 million (2025 – $3.8 million) |
| - | Amortization expense of $4.7 million (2025 – $2.6 million) |
| - | Professional fees of $2.1 million (2025 – $1.2 million) |
| - | Interest expense and accretion of $1.7 million (2025 – $0.8 million) |
| § | Provision for income tax recovery of $nil (2025 – $nil) |
| § | Unrealized loss on cryptocurrencies of $12.4 million (2025 – unrealized loss of $23.1 million) and revaluation loss on digital assets of $56.5 million in 2026 (2025 – nil) |
Comparison of the balance sheet as at March 31, 2026, to the balance sheet as at September 30, 2025
Total assets were $85.9 million at March 31, 2026 compared to $169.6 million at September 30, 2025, a decrease of $83.7 million, mainly due to:
| § | Cryptocurrencies of $60.7 million (2025 – $126.5 million), reflecting the significant expansion of the Company’s Solana treasury offset by the decline in Solana prices from US$208.74 to US$83.11 at March 31, 2026, a decline of 60%. |
| § | Intangible assets of $22.0 million (2025 – $38.8 million), due to the $12.1 million write down of intangible assets at March 31, 2026 mainly due to the decline in Solana prices. |
Total liabilities were $45.1 million at March 31, 2026 compared to $54.8 million at September 30, 2025, a decrease of $9.1 million, mainly due to:
| § | Credit facilities declined to $9.5 million (2025 – $16.2 million), primarily related to the repayment of the unsecured related party credit facility offset by funding from the Kamino crypto-backed facility; and |
| § | Convertible debentures of $33.8 million in aggregate (current portion $11.7 million and long-term portion $22.1 million) (2025 – $35.8 million), mainly due to the conversion of the ATW convertible debenture. |
Shareholders’ equity was $40.7 million at March 31, 2026 compared to $114.8 million at September 30, 2025, a decrease of $74.6 million, mainly due to:
| § | Capital stock of $108.8 million (2025 – $70.4 million), primarily driven by the $30 million LIFE Offering, shares issued for validator asset acquisitions, and convertible debenture conversions; |
| § | Reserves of $73.6 million (2025 – $72.4 million), mainly related to stock-based compensation and warrants issued offset by common share issuances for validator acquisitions; |
| § | Accumulated other comprehensive (loss) income of $nil million in 2026 (2025 – $19.1 million), due to the utilization of the cumulative revaluation surplus. |
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Non-IFRS financial measures
The Company collects and analyzes operating and financial data to evaluate the health of our business, allocate our resources and assess our performance. In addition to net income, total comprehensive income, and other results under IFRS, at this time the Company utilizes Adjusted EBITDA. We believe non-IFRS financial measures provide useful information to investors and others in understanding and evaluating our financial condition, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, non-IFRS financial measurements are key measurements used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting. However, this non-IFRS measure is presented for supplemental informational purposes only, should not be considered a substitute for or superior to financial information presented in accordance with IFRS and may be different from similarly titled non-IFRS measures used by other companies.
The following presents a reconciliation of net loss, the most directly comparable IFRS measure, to Adjusted EBITDA:
| Six months ended March 31 | 2026 | 2025 | ||||||
| Adjusted EBITDA | ||||||||
| (Loss) income before taxes | $ | (101,726,030 | ) | $ | (1,598,576 | ) | ||
| Add back: | ||||||||
| Amortization | 4,749,139 | 2,591,916 | ||||||
| Share based compensation | 2,195,867 | 3,848,991 | ||||||
| Non-cash interest and accretion | 1,703,493 | 817,645 | ||||||
| Foreign exchange (gain) | (277,854 | ) | (48,254 | ) | ||||
| Impairment losses on intangible assets | 12,112,727 | - | ||||||
| Realized loss (gain) on disposition of cryptocurrencies | 21,686,798 | (4,427,083 | ) | |||||
| Revaluation loss on digital assets | 56,518,234 | - | ||||||
| Adjusted EBITDA | $ | (3,037,626 | ) | $ | 1,184,639 | |||
Financial and Capital Management
Outstanding Share Data
| At March 31, 2026 (1) | ||||
| Common shares outstanding: | 33,228,022 | |||
| Options to purchase common shares: | 717,727 | |||
| Restricted share units | 166,690 | |||
| Warrants: | 6,194,842 | |||
| At June 26, 2026(1) | ||||
| Common shares outstanding: | 38,423,175 | |||
| Options to purchase common shares: | 2,915,323 | |||
| Restricted share units | 88,603 | |||
| Warrants: | 6,194,842 | |||
| (1) | Reflects the 1 for 8 share consolidation that occurred on August 5, 2025. |
Cash Flow
For the six months ended March 31, 2026, cash and cash equivalents decreased by $1.4 million (2025 – decreased by $0.1 million) reflecting cash used in operating activities of $7.4 million (2025 – $2.6 million), cash provided by financing activities of $27.6 million (2025 - $46.8 million) and cash used in investing activities of $21.6 million (2025 - $44.3 million).
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as of March 31, 2026, and as at the date of this MD&A.
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RELATED PARTY DISCLOSURES
The Company’s related parties include its key management personnel, and any entity related to key management personnel that has transactions with the Company. Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly.
Key Management Compensation
The compensation paid to key management is shown below:
| Six months ended March 31, | 2026 | 2025 | ||||||
| Salaries and management consulting fees | $ | 974,924 | $ | 454,024 | ||||
| Director fees | 272,812 | 26,000 | ||||||
| Stock-based compensation | 1,434,931 | 1,646,417 | ||||||
| $ | 2,682,667 | $ | 2,126,441 | |||||
At March 31, 2026, included in accounts payable and accrued liabilities is $341,818 (2025 $36,340) owed to related parties.
FAIR VALUE
The fair value of the Company's cash and cash equivalents, accounts payable and accrued liabilities are not materially different from the carrying values given the short-term nature.
Recurring fair value measurements (financial and non-financial assets)
(i) Fair value hierarchy
The Company records certain financial instruments or assets on a recurring fair value basis as follows:
| Recurring fair value measurements - March 31, 2026 | Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets at fair value through FVTPL | ||||||||||||
| Equity investment | $ | - | $ | - | $ | 488,781 | ||||||
| Financial liabilities at fair value through FVTPL | ||||||||||||
| Convertible debentures | - | - | 11,732,334 | |||||||||
| Non financial assets at fair value through other comprehensive income | ||||||||||||
| Cryptocurrencies | - | 60,658,543 | - | |||||||||
| $ | - | $ | 60,658,543 | $ | 12,221,115 | |||||||
| Recurring fair value measurements - September 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets and liabilities at fair value through FVTPL | ||||||||||||
| Equity investment | $ | - | $ | - | $ | 685,662 | ||||||
| Financial liabilities at fair value through FVTPL | ||||||||||||
| Convertible debentures | - | - | 14,477,841 | |||||||||
| Non financial assets at fair value through other comprehensive income | ||||||||||||
| Cryptocurrencies | - | 126,529,342 | - | |||||||||
| $ | - | $ | 126,529,342 | $ | 15,163,503 | |||||||
The Company defines its fair value hierarchy as follows:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (e.g., other public markets) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
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The Company exercised significant due diligence and judgement and determined that this presence and availability of this market was the most advantageous market and utilized the pricing available in the market as an estimate of the fair value of the investment. In addition, The Company's cryptocurrencies, convertible loan, and assets held as collateral are classified as Level 2 determined by taking the price from www.coinlore.com as of 24:00 UTC.
Management has concluded that an active market exists for SOL and other crypto assets to which the revaluation model has been applied. This conclusion is based on the availability of quoted prices in accessible markets with sufficient trading volume and liquidity. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and disclose any changes prospectively.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
(ii) Valuation techniques used to determine fair values:
Specific valuation techniques used to fair value financial instruments, specifically those that are not quoted in an active market. These are development stage companies, as such the Company utilized a market approach:
| a) | The use of quoted market prices in active or other public markets |
| b) | The use of most recent transactions of similar instruments |
| c) | Discounted cash flow model |
(iii) Transfers between levels 2 and 3
There were no transfers between levels 2 and 3 during the six months ended March 31, 2026 and the year ended September 30, 2025.
(iv) Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in the level 3 fair value measurements (see above for valuation techniques adopted):
| Description | Fair Value | Unobservable Inputs | Range of Inputs | |||||||||||
| March 31, 2026 | September 30, 2025 | March 31, 2026 | March 31, 2026 | |||||||||||
| Investments | $ | 488,781 | $ | 685,662 | (a) and (b) | N/A | ||||||||
| Convertible debentures | $ | 11,732,334 | 14,477,841 | (c) | N/A | |||||||||
(vi) Valuation processes
The Investment Committee includes a team that performs the valuations of all items required for financial reporting purposes, including level 3 fair values. This team collaborates with the chief financial officer (“CFO”) at least once every three months which is in-line with the Company's reporting requirements. The main Level 3 inputs derived and evaluated by the Company’s team are the timeline for expected milestones and assessment of the technical matter relating to the technology.
The independent valuators utilized a variety of approaches and assumptions, including but not limited to:
| - | Income, comparable market multiples, precedent transactions, and cost approach |
| - | Forecast revenue, expenses, and profitability |
| - | Income tax |
| - | Capex |
| - | Discount rates |
| - | Residual value |
| - | Volatility of underlying asset |
| - | Risk free rate of interest |
| - | Value of strategic coin reserves, if any |
| - | Weighting of various valuation approaches |
| - | Timing of liquidity date, if any |
(vii) Active Market Considerations
In applying the revaluation model to its digital assets, management has determined that an active market exists for (“SOL”) and other crypto assets measured at fair value. An active market is one in which quoted prices are readily and regularly available from an exchange, dealer, broker, or pricing service, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Management considers trading volumes, liquidity, and the availability of reliable pricing data in reaching its conclusion. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and will disclose any changes prospectively.
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The Company performed a sensitivity analysis on the carrying value of its Level 3 assets at March 31, 2026 and noted that a 20% decrease would result in a $97,694 decrease in fair value (September 30, 2025 - $137,132).
FINANCIAL RISK FACTORS
Capital Management
The Company manages and adjusts its capital structure, based on the funds available to the Company, in order to support the investment in cryptocurrencies and blockchain companies. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. The Company considers capital to be its capital stock, warrants, and stock option components of shareholders' equity.
To effectively manage the Company's capital requirements, the management has in place a planning, budgeting, and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company ensures that there are sufficient working capital and planned future capital raises to meet its short-term business requirements, taking into account its anticipated cash flow from operations and its holding of cash and short-term investments.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the six months ended March 31, 2026.
Safeguarding of Cryptocurrency Assets
The Company retains third-party custodians to safeguard its cryptocurrency assets. At March 31, 2026, custody arrangements were as follows:
Coinbase Custody Trust Company, LLC ("Coinbase") - approximately 70% of holdings
| - | Location: 200 Park Avenue South, Suite 1208, New York, NY 10003 |
| - | Regulation: NY Department of Financial Services; qualified custodian under § 206(4)-2(d)(6) of the Advisers Act |
| - | Insurance: Annually renewed commercial crime policy (Coinbase Global Inc. as named insured) |
| - | Due diligence: SOC 1 and SOC 2 audit reports reviewed; no known security breaches |
Fireblocks Inc. ("Fireblocks") – approximately 15% of holdings
| - | Location: 2 Penn Plaza, New York, NY 10121 |
| - | Technology: Multi-party computation (MPC) technology |
| - | Certification: SOC 2 Type II certified |
| - | Due diligence: SOC 2 Type II audit report reviewed; publicly available insurance information reviewed; no known security breaches |
Kamino Finance – approximately 15% of holdings (collateral) - Holdings consist of SOL and STKESOL posted as collateral as described in Note 11.
Risk Disclosures
Exposure to credit, interest rate, cryptocurrency, and currency-related risks arises in the normal course of the Company’s business.
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into, causing the other party to incur a financial loss. The Company limits its credit risk by placing its cash with high credit quality financial institutions and with cryptocurrency exchanges on which the Company has performed internal due diligence procedures. The Company deems these procedures necessary as some exchanges are unregulated and not subject to regulatory oversight. Furthermore, cryptocurrency exchanges engage in the practice of commingling their clients’ assets in exchange wallets. When cryptoassets are commingled, transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is risk around the occurrence of transactions, or the existence of period end balances represented by exchanges.
As at March 31, 2026, the Company holds $367,523 in cash and cash equivalents with the majority with high credit quality financial institutions (September 30, 2025 - $1.8 million). The Company's due diligence procedures around exchanges and custodians utilized throughout the period include, but are not limited to, internal control procedures around on-boarding new exchanges or custodians which includes review of the exchanges’ or custodians’ anti-money laundering (“AML”) and know-your-client (“KYC”) policies by the Company’s chief investment officer, constant review of market information specifically regarding the exchanges or custodians security and solvency risk, setting balance limits for each exchange account based on risk exposure thresholds and preparing weekly asset management reports to ensure limits are being followed and having a fail-over plan to move cash and cryptocurrencies held on an exchange or with a custodian in instances where risk exposure significantly changes.
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There is no significant credit risk with respect to receivables.
Interest Rate Risk
The Company is exposed to interest rate risk on its Kamino Facility, which bears a variable interest rate based on pool utilization (approximately 1.7% at March 31, 2026). The Company's convertible debentures bear fixed interest rates. At March 31, 2026, variable rate debt of $9.5 million represented approximately 19% of total debt obligations.
Cryptocurrencies Risk
Cryptocurrencies are measured at fair value less cost to sell. Cryptocurrency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and political and economic conditions. Further, cryptocurrencies have no underlying backing or contracts to enforce recovery of invested amounts. The profitability of the Company is related to the current and future market price of cryptocurrencies, mainly SOL; in addition, the Company may not be able to liquidate its cryptocurrencies at its desired price if necessary. Investing in cryptocurrencies is speculative, prices are volatile, and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.
Cryptocurrencies have a limited history; their fair values have historically been volatile, and the value of cryptocurrencies held by the Company could decline rapidly. A decline in the market prices of cryptocurrencies could negatively impact the Company's future operations. Historical performance of cryptocurrencies is not indicative of their future performance.
Many cryptocurrency networks are online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. In the data packets distributed from cryptocurrency software programs to confirm transaction activity, each party to the transaction must sign transactions with a data code derived from entering the private key into a hashing algorithm, which signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. This process is vulnerable to hacking and malware and could lead to theft of the Company’s digital wallets and the loss of the Company’s cryptocurrency.
Cryptocurrencies are loosely regulated and there is no central marketplace for exchange. Supply is determined by a computer code, not a central bank. Additionally, exchanges may suffer from operational issues, such as delayed execution, which could have an adverse effect on the Company.
The cryptocurrency exchanges on which the Company may trade on are relatively new and, in many cases, largely unregulated, and therefore may be more exposed to fraud and failure than regulated exchanges for other assets. Any financial, security, or operational difficulties experienced by such exchanges may result in an inability of the Company to recover money or cryptocurrencies being held on the exchange. Further, the Company may be unable to recover cryptocurrencies awaiting transmission into or out of the exchange, all of which could adversely affect an investment of the Company. Additionally, to the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges' failures may result in loss or less favorable prices of cryptocurrencies, or may adversely affect the Company, its operations, and its investments.
Furthermore, crypto-exchanges engage in commingling their client's assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.
Loss of access risk
The loss of access to the private keys associated with the Company's cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that possesses both the unique public key and private key or keys relating to the "digital wallet" in which the cryptocurrency is held. To the extent a private key is lost, destroyed, or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency.
Irrevocability of transactions
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation.
Hard fork and airdrop risks
Hard forks may occur for a variety of reasons including, but not limited to, disputes over proposed changes to the protocol, significant security breach, or an unanticipated software flaw in the multiple versions of otherwise compatible software. In the event of a hard fork in a cryptocurrency held by the Company, it is expected that the Company would hold an equivalent amount of the old and new cryptocurrency following the hard fork.
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Air drops occur when promoters of a new cryptocurrency send amounts of the new cryptocurrency to holders of another cryptocurrency, allowing them to claim a specified amount of the new cryptocurrency for free.
The Company may not be able to realize the economic benefit of a hard fork or airdrop, either immediately or ever, for various reasons. For instance, the Company may not have any systems in place to monitor or participate in hard forks or airdrops.
Market Risk
Market risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or foreign currency risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. All investments present a risk of loss of capital. The maximum risk resulting from financial instruments is equivalent to their fair value. The Company’s investments are susceptible to other market risk arising from uncertainties about future prices of the instruments. The Company moderates this risk through the various investment strategies within the parameters of the Company’s investment guidelines.
As at March 31, 2026, management’s estimate of the effect on equity to a +/- 10% change in the market prices of the Company’s investments, with all other variables held constant, is $48,878 (September 30, 2025 - $68,566), and the effect of a +/- 10% change in the market price of the SOL token, with all other variables held constant, is $6.1 million (September 30, 2025 – $12.6 million).
Foreign Currency Risk
The Company is exposed to foreign currency risk on financial assets and liabilities that are denominated in a currency other than the Canadian dollar. The currencies giving rise to this risk are primarily the U.S. dollar, Australian dollar, and the Euro, the balance of net monetary assets and liabilities in such currencies as of March 31, 2026, is $12.0 million (September 30, 2025 - $14.9 million). Sensitivity to a plus or minus 10% change in the foreign exchange rates would result in a foreign exchange gain/loss of $1.2 million (September 30, 2025 - $1.4 million).
Liquidity Risk
The Company is exposed to liquidity risk primarily as a result of its trade accounts payable as well as the risk of not being able to liquidate assets at reasonable prices. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2026, the Company had cash and cash equivalents balance of $0.4 million (September 30, 2025 - $1.8 million) to settle accounts payable and accrued liabilities of $1.8 million (September 30, 2025 - $2.3 million). All of the Company's trade accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.
While the Company's cash position at March 31, 2026 was insufficient on its own to settle all current liabilities, management has concluded that the Company has sufficient cash, cash equivalents, cryptocurrencies and other assets to support its operations for at least twelve months from the date of the issuance of the Interim Statements. The Company held digital assets with a fair value of approximately $60.6 million at March 31, 2026, which can be converted to fiat currency as needed. Additionally, the Company has access to capital markets through its USD$150 million base shelf prospectus dated November 14, 2025, and up to USD$480 million under its ATW convertible note facility, subject to market conditions and applicable terms.
Management's near-term plan to meet operating expenses and debt obligations includes eliminating unnecessary operating expenses, utilizing revenue from its staking and validating operations (although primarily in SOL), selective monetization of SOL holdings, opportunistic use of the shelf prospectus based on market conditions, and potential drawdowns under the ATW facility for strategic purposes. Management continuously monitors liquidity needs and may adjust its funding strategy as circumstances evolve.
Active Market Risk
The Company’s application of the revaluation model assumes the continued existence of an active market for SOL and other crypto assets (see Note 19 – Fair Value). A loss of such active markets could materially affect the Company’s ability to reliably measure fair value.
Concentration Risk
The Company is exposed to concentration risk as the majority of its assets are held in SOL and related validator operations. The value of these assets is highly dependent on the performance, stability, and adoption of the SOL network, as well as broader cryptocurrency market and economic conditions. Any adverse developments, including regulatory changes, security incidents, or network disruptions, could materially impact the Company’s financial position. The Company continuously evaluates its exposure and risk management strategies to mitigate potential adverse effects.
Regulatory Risk
The regulatory environment for digital assets, including SOL, remains uncertain and continues to evolve. Changes in laws, regulations, or enforcement actions in key jurisdictions could impact the Company’s ability to operate validator nodes, stake assets, or transact in SOL. Regulatory developments may also affect the liquidity, valuation, or classification of SOL under applicable financial reporting standards. The Company actively monitors regulatory changes and assesses potential impacts on its operations and financial position.
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SOL Governance Risk
SOL’s development and governance are significantly influenced by the SOL Foundation, which plays a key role in protocol upgrades, ecosystem growth, and validator coordination. While SOL operates as a decentralized blockchain, the SOL Foundation’s decision-making authority could impact network stability, economic incentives, or technical direction in ways that may not align with the interests of all stakeholders. Any material changes initiated by the Solana Foundation, including governance proposals, tokenomics adjustments, or network upgrades, could affect the Company’s validator operations and the value of its SOL and SOL-related assets. The Company continues to monitor governance developments and assess potential risks to its operations.
On March 6, 2025, SOL validators and stakeholders commenced voting on governance proposals SIMD-0228 and SIMD-0123. SIMD-0228 proposed introducing a dynamic token emission model that would have adjusted SOL’s inflation rate based on staking participation, potentially reducing annual inflation from 4.5% to as low as 0.87%. However, the proposal did not reach the required supermajority and was rejected. SIMD-0123, which proposed a mechanism allowing validator operators to share priority fees with their stakers, was approved. The Company is evaluating the implications of these outcomes and will adjust its validator operations as necessary to maintain efficiency and competitiveness.
Other Risk Factors
Risks which the Company is not aware of or which the Company currently deems to be immaterial may surface and have a material adverse impact on the Company’s business income and financial condition. Exposure to credit, interest rate, cryptocurrency, and currency risks arises in the normal course of the Company’s business.
CONSOLIDATION
On August 5, 2025, the Company consolidated its issued and outstanding common shares on the basis of one (1) new Common Share for every eight (8) existing Common Shares, subject to rounding adjustments. Following the consolidation, the number of issued and outstanding Common Shares was reduced from 176,696,312 to 22,087,035. The consolidation also resulted in proportional adjustments to outstanding stock options, warrants, and convertible securities. There was no change to the Company’s name or trading symbols.
SUBSEQUENT EVENTS
On April 14, 2026, the Company completed the acquisition of substantially all of the assets of Darklake Labs Pte. Ltd. (“Darklake”), a technology company specializing in zero-knowledge privacy solutions for the Solana blockchain. The transaction was completed for total consideration of approximately USD $1.2 million, consisting of USD $200,000 in cash and 1,047,156 common shares of the Company issued at fair value, subject to a statutory four-month lock-up period. As part of the acquisition, the founders and core development team of Darklake joined the Company.
On May 4, 2026, the Company entered into a definitive agreement to acquire HoudiniSwap LLC, a non-custodial, privacy-focused cross-chain swap aggregator, for total consideration of approximately USD $18 million. The transaction closed on May 31, 2026, subsequent to the reporting period, at which date the Company obtained control of HoudiniSwap and acquired 100% of its issued and outstanding membership interests. The acquisition will be accounted for as a business combination under IFRS 3.
The consideration comprises USD $8.25 million in cash (USD $7.0 million paid on closing and USD $1.25 million payable over 18 months), a USD $5.75 million promissory note due six months after closing, and USD $4.0 million in common shares issued based on a 90-day volume-weighted average price prior to closing and subject to a four-month hold period. The consideration also includes USD $100,000 in common share purchase warrants, exercisable for two years at a premium to market price. The agreement provides for a two-year earn-out of up to USD $10 million in contingent consideration, payable on the achievement of specified EBITDA thresholds, which will be recognized at its acquisition-date fair value once the initial accounting is completed. In connection with the closing, the Company's acquisition advisor is entitled to a cash fee and warrants.
The Company expects the HoudiniSwap acquisition to be accounted for as a business combination. As the transaction closed shortly before these financial statements were authorized for issue, the Company has not yet determined the acquisition-date fair values of the identifiable assets acquired and liabilities assumed, the fair value of the contingent consideration, or the resulting goodwill, and therefore the related disclosures required by IFRS 3 cannot yet be made.
On May 25, 2026, 387,333 common shares were issued pursuant to the Cogent Assets acquisition.
On June 8, 2026, the Company received $1,600,880 in respect of income taxes recoverable.
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Subsequent to March 31, 2026, and prior to the date these Interim Statements were authorized for issue, the Company issued an aggregate of 5,195,153 common shares in connection with the following transactions:
| Common Shares | ||||
| Shares outstanding as at March 31, 2026 | 33,228,022 | |||
| RSU settlements | 67,329 | |||
| Convertible debenture interest settlement | 131,416 | |||
| Intangible asset acquisition (Cogent) | 387,333 | |||
| ATW note conversion | 749,618 | |||
| Darklake acquisition | 1,047,156 | |||
| HoudiniSwap acquisition | 2,812,301 | |||
| Shares outstanding as at the date hereof | 38,423,175 | |||
OTHER INFORMATION
This management’s discussion and analysis of the financial position and results of operations for the three and six months ended March 31, 2026, should be read in conjunction with the Company’s audited financial statements for the year ended September 30, 2025 and 2024. Additional information can be accessed through the Company’s public filings under the Company’s SEDAR+ profile at www.sedarplus.ca.
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION
The Company’s financial statements are the responsibility of the Company’s management and have been approved by the Board of Directors. The financial statements were prepared by the Company’s management in accordance with IFRS. The financial statements include certain amounts based on the use of estimates and assumptions. Management has established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that material information relating to the Company is made known to the Company’s certifying officers.
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the period end date and, based on that evaluation, have concluded that the disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed under applicable securities legislation is recorded, processed, summarized and reported within the time periods specified. Management regularly reviews the Company’s disclosure controls and procedures; however, they cannot provide absolute assurance due to the inherent limitations of any cost-effective system of controls to prevent or detect all misstatements due to error or fraud.
Management is also responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
Notwithstanding the foregoing, during the year ended September 30, 2025, management identified material weaknesses in the Company’s ICFR relating to:
(a) the absence of a formally designed and implemented process to account for significant, complex, non-recurring transactions; and
(b) the Company’s ability to obtain timely access to service organization control reports from a custodian that holds certain digital assets off-chain.
A material weakness is a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements may not be prevented or detected and corrected on a timely basis. As a result of these material weaknesses, management has concluded that the Company’s ICFR was not effective as of the period end date.
Remediation Plan
The Company has initiated remediation of these material weaknesses and is currently in the design phase of a comprehensive remediation plan subject to Audit Committee approval:
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Material Weakness (a) – Complex Transaction Accounting Process:
Management has designed formal policies and procedures for identifying, analyzing, and documenting complex transactions, with particular focus on unique financing structures, material transactions, and cryptocurrency-specific matters such as staking arrangements, token conversions, and governance participation. The framework includes transaction review protocols, escalation procedures, and requirements for independent technical accounting position papers on significant non-routine matters. External accounting advisors will be engaged to support the execution of these enhanced processes.
Material Weakness (b) – Service Organization Control Reports:
Management has developed a remediation approach that includes, negotiating enhanced service level agreements with custodians to establish contractual timelines for SOC report delivery, reducing custodial concentration risk, and evaluating custodial arrangements that provide more responsive reporting. The proposed plan may also include supplementary monitoring procedures such as enhanced reconciliation processes, direct confirmation protocols, and expanded analytical review of custodial activity to reduce reliance on delayed SOC reports.
Upon Audit Committee approval of the remediation plan, management will proceed with implementation and testing. Management expects these remediation efforts to be substantially completed and operating by the end of the third quarter of fiscal 2026.
Material weaknesses in the Company's ICFR will not be considered remediated until the relevant controls have operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.
“Michael Hubbard”
Chief Executive Officer
June 26, 2026
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Exhibit 99.3
Form 52-109F2R
Certification of refiled interim filings
This certificate is being filed on the same date that SOL Strategies Inc. (the “issuer”) has refiled its interim financial report and interim MD&A for the interim period ended March 31, 2026.
I, Michael Hubbard, the Chief Executive Officer of SOL Strategies Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a 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 was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: June 26, 2026.
| “Michael Hubbard” | |
|
Michael Hubbard Chief Executive Officer | |
NOTE TO READER
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), this Venture Issuer Basic Certificate 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 this 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 financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’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 this 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 as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.4
Form 52-109F2R
Certification of refiled interim filings
This certificate is being filed on the same date that SOL Strategies Inc. (the “issuer”) has refiled its interim financial report and interim MD&A for the interim period ended March 31, 2026.
I, Douglas Harris, the Chief Financial Officer of SOL Strategies Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a 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 was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: June 26, 2026.
| “Douglas Harris” | |
|
Douglas Harris Chief Financial Officer
| |
NOTE TO READER
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), this Venture Issuer Basic Certificate 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 this 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 financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’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 this 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 as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.