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Exhibit 97.1

SOL STRATEGIES INC.

INCENTIVE COMPENSATION RECOVERY POLICY

1.Introduction.

The Board of Directors of Sol Strategies Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of the Nasdaq Capital Market (“Nasdaq”) or any other securities exchange on which the Company’s shares are listed in the future.

2.Administration.

This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board (the “Committee”), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.

3.Covered Executives.

Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s subsidiaries or affiliates) who performs similar policy-making functions for the Company. “Policy-making function” excludes policy-making functions that are not significant. “Covered Executives” will include, at minimum, the executive officers identified by the Company pursuant to Item 401(b) of Regulation S-K of the Exchange Act. For the avoidance of doubt, “Covered Executives” will include at least the following Company officers: Chief Executive Officer and Chief Financial Officer.

This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.

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4.Recovery: Accounting Restatement.

In the event of an “Accounting Restatement,” the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transition periods resulting from a change in the Company’s fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

For the purposes of this Policy, an “Accounting Restatement” means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).

The determination of the time when the Company is “required” to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.

An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.

For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company’s short and long-term incentive plans, grants and awards under the Company’s equity incentive plans, and contributions of such bonuses or awards to the Company’s deferred compensation plans or other employee benefit plans. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time-vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.

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“Financial Reporting Measures” are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.

The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.

For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.

The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods may include, without limitation:

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such individual equal to compensation paid or deferred into tax–qualified plans or plans subject to the Employee Retirement Income Security Act of 1974 (collectively, “Exempt Plans”); provided that, no such recovery will be made from amounts held in any Exempt Plan of the Company);

5.No Indemnification or Advance.

Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation.

6.Interpretation.

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company’s securities are listed.

7.Effective Date.

The effective date of this Policy is the date on which the Company’s common shares commence trading on Nasdaq (the “Effective Date”). This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.

8.Amendment and Termination.

The Board may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by Nasdaq or any other securities exchange on which the Company’s shares are listed in the future.

9.Other Recovery Rights.

The Board intends that this Policy will be applied to the fullest extent of the law. Upon receipt of this Policy, each Covered Executive is required to complete the Receipt and Acknowledgement attached as Schedule A to this Policy. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.

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Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.

10.Impracticability.

The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and the Nasdaq Continued Listing Standards or any other securities exchange on which the Company’s shares are listed in the future.

11.Successors.

This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

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Schedule A

INCENTIVE-BASED COMPENSATION CLAWBACK POLICY

RECEIPT AND ACKNOWLEDGEMENT

I,                                                                               , hereby acknowledge that I have received and read a copy of the Incentive Compensation Recovery Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of excess Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation. If any such reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.

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Exhibit 99.1

SOL STRATEGIES INC.

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED SEPTEMBER 30, 2025

December 29, 2025

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TABLE OF CONTENTS

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GLOSSARY OF TERMS

In this Annual Information Form, the following capitalized words and terms shall have the following meanings:

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GENERAL

Information contained in this AIF is given as of September 30, 2025, the financial year end of the Company, unless otherwise specifically stated.

CAD$ means a dollar of lawful money of Canada. USD$ or $ means a dollar of lawful money of the United States. AUD$ means a dollar of lawful money of Australia.

On August 5, 2025, the Company underwent a consolidation of the Common Shares (the “Consolidation”) on the basis of one (1) new Common Share for every eight (8) pre-Consolidation Common Shares. Unless otherwise stated, all references to Common Shares in this AIF are to post-Consolidation Common Shares.

Market and industry data used throughout this AIF was obtained from various publicly available sources. Although the Company believes that these independent sources are generally reliable, the accuracy and completeness of such information are not guaranteed and have not been verified due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and the limitations and uncertainty inherent in any statistical survey of market size, conditions and prospects.

This AIF should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended September 30, 2025. The financial statements and management’s discussion and analysis are available under the Company’s profile on the System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.ca. The Company’s financial statements are prepared in accordance with International Financial Reporting Standards.

CURRENCY AND EXCHANGE RATE INFORMATION

The following table sets forth for each period indicated: (i) the exchange rates in effect at the end of the period; (ii) the high and low exchange rates during such period; and (iii) the average exchange rates for such period, for the U.S. dollar, expressed in Canadian dollars, as quoted by the Bank of Canada.

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On December 24, 2025, the daily exchange rate as quoted by the Bank of Canada was USD$1.00 = CAD$ 1.3674.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

Caution Regarding Forward-Looking Information

This AIF contains “forward-looking information” within the meaning of that term under applicable securities laws. This information relates to future events or future performance and reflects the Company’s expectations and assumptions regarding such future events and performance. Forward-looking information can be identified by the use of words such as, but not limited to, “plans”, “expects”, “project”, “predict”, “potential”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

In particular, all statements, other than statements of historical facts included in this AIF that address activities, events or developments that management of the Company expects or anticipates will or may occur in the future contain forward-looking information, including but not limited to, statements with respect to:

By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this AIF should not be unduly relied upon. These statements speak only as of the date of this AIF. Important factors that could cause actual results to differ materially from the Company’s expectations are described in the Company’s documents filed from time to time with the applicable regulatory authorities and such factors include, but are not limited to, risks related to safeguarding of digital assets; cryptocurrency and digital assets momentum risks; risks related to validator operations; risks related to staking operations; risks related to the focused business strategy and concentration of investments of the Company; risks related to cybersecurity threats, security breaches and hacks; risks related to the novelty of cryptocurrency exchanges and other trading venues; regulatory risks; risks related to the U.S. classification of crypto assets and the Investment Company Act of 1940; risks related to the banks ceasing to provide services to businesses providing crypto-currency related services; risks related to the impact of geopolitical events; risks related to the further development and acceptance of cryptocurrency; risks related to loss, theft or destruction of cryptocurrencies; risks related to the irrevocability of transactions; hard fork and air drop risks; risks related to the failure to maintain the cryptocurrency networks; insurance risk; risks related to competition; risks related to the Company’s investment in private issuers and illiquid securities; risks related to macro-economic conditions; risks related to available opportunities and competition for investments; risks related to the integration of acquired businesses; risks related to additional financing requirements; risks related to no guaranteed return; risks related to the management of the Company’s growth; risks related to due diligence by the Company on investment opportunities; risks related to exchange rate fluctuations; risks related to the Company’s non-controlling interests; risks related to changes in legislation and regulatory risk; risks related to changes or development related to accounting standards; risks related to changes or development related to accounting standards; risks related to the Company’s financial condition and Common Shares; and other risks described herein including under the heading “Risk Factors”.

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When relying on forward-looking information to make decisions, readers should ensure that the preceding information, the risks and uncertainties described in “Risk Factors” and the other contents of this AIF are all carefully considered. The forward-looking information contained herein is current as of the date of this AIF, and, except as may be required by applicable law, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking information contained herein to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances on which any information is based. Readers should not place undue importance on such forward-looking information and should not rely upon this information as of any other date. In addition to the disclosure contained herein, for more information concerning the Company’s various risks and uncertainties, please refer to the Company’s public filings available under its profile on SEDAR+ at www.sedarplus.ca

With regard to all information included herein relating to companies in the Company’s investment portfolio, the Company has relied on information provided by the investee companies and on publicly available information disclosed by the respective companies.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated on October 1, 2002 in Ontario pursuant to the OBCA under the name “2016594 Ontario Inc.” and changed its name to “Khan Resources Inc.” on January 6, 2003. The Common Shares began trading on the CSE on May 14, 2012 under the symbol “KRI”.

On March 6, 2018, the Company announced a change in its corporate direction to focus on selected cryptocurrencies and high impact investment opportunities related to Blockchain technology. On January 31, 2019, the Company filed a certificate of change of name under the OBCA and changed its name to “Cypherpunk Holdings Inc.” and the Common Shares commenced trading on the CSE under the new symbol “HODL” on February 4, 2019. On September 12, 2024, the Company filed a certificate of change of name under the OBCA and changed its name to “SOL Strategies Inc.” to reflect its new investment strategy centered on the Solana ecosystem.

On August 5, 2025, the Company completed the consolidation of its issued and outstanding Common Shares on the basis of one (1) new Common Share for every eight (8) pre-Consolidation Common Shares.

The Common Shares are also listed for trading under the symbol “STKE” on the NASDAQ.

The Company’s head office and registered office is located at Suite 401, 217 Queen Street West, Toronto, Ontario, M5X 1B1.

The Company has no subsidiaries or other inter-corporate relationships.

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GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

The following is a summary of the general development of the Company’s business over the three most recently completed financial years.

Subsequent to Fiscal 2025

On November 17, 2025, the Company announced that it had been selected as a staking provider to the VanEck Solana ETF through the Company’s Orangefin validator.

On October 22, 2025, the Company announced that Netcoins, a subsidiary of BIGG Digital Assets Inc. (TSXV: BIGG), has selected the Company as its Solana staking validator partner for retail customer staking services. Netcoins will transition its Solana staking operations to the Company’s enterprise-grade validator infrastructure, providing Netcoins’ customers with access to enhanced staking yields while maintaining the regulatory compliance and security standards required by Canadian securities regulations.

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 Offerings (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.

Fiscal 2025

Listings

On September 9, 2025, the Company announced the commencement of trading of its Common Shares on NASDAQ under the symbol “STKE”.

On August 5, 2025, the Company completed the consolidation of its issued and outstanding Common Shares on the basis of one (1) new Common Share for every eight (8) pre-Consolidation Common Shares.

On January 21, 2025, the Company announced that it qualified to trade on the OTCQX Best Market under the symbol “CYFRF”, upgrading from the Pink market.

Financings

On April 23, 2025, the Company entered into a convertible note facility for up to US$500 million with an affiliate of ATW Partners Opportunities Management, LLC (the “Convertible Note Facility”), of which US$20 million was drawn as an initial tranche on May 1, 2025, with additional capacity of up to US$480 million available in follow-on drawdowns, subject to certain conditions, including but not limited to: no default or event of default by the Company under the agreement, the continued accuracy of the representations and warranties made by the Company under the agreement, timely delivery of closing documents, approval of the CSE or other applicable exchange, the mutual agreement between the parties to proceed with a subsequent tranche, satisfactory legal and financial conditions, and written notice and mutual agreement to close a specified amount and timing for closing thereof. Proceeds from the Convertible Note Facility were deployed to purchase SOL to be staked on the Company’s validators.

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On January 24, 2025, the Company announced the completion of its second tranche private placement of convertible debenture units with an individual subscriber for gross proceeds of CAD$2.5 million. The financing consists of unsecured convertible debenture units with a 2.5% annual interest rate, a CAD$4.66 conversion price, and warrants exercisable at the same price for five years. The debentures are redeemable after three years at 112% of principal, plus accrued interest.

On January 16, 2025, the Company announced the completion of a private placement of convertible debentures with ParaFi Capital for gross proceeds of CAD$27.5 million, pursuant to the terms of a securities purchase agreement entered into on January 8, 2025. The financing consists of unsecured convertible debenture units with a 2.5% annual interest rate, a CAD$2.50 conversion price, and warrants exercisable at the same price for five years. The debentures are redeemable after three years at 112% of principal, plus accrued interest.

Acquisitions

On March 17, 2025, the Company completed the acquisition of three Validators and certain assets related thereto for CAD$35 million, pursuant to the terms of an asset purchase agreement entered into on March 7, 2025 with Michael Hubbard.

On December 31, 2024, the Company completed the acquisition of three Validators and certain assets related thereto for USD$6.5 million, pursuant to the terms of an asset purchase agreement entered into on December 20, 2024 with Orangefin Ventures LLC.

On November 25, 2024, the Company completed the acquisition of four Validators and certain assets related thereto for USD$18.2 million, pursuant to the terms of an asset purchase agreement entered into on November 14, 2024 with Ben Hawkins (dba Cogent Crypto).

Credit Facility

On October 22, 2024, the Company announced that it entered into an agreement dated October 21, 2024, with Antanas Guoga, the Chairman and a director of the Company at such time, providing for a CAD$10 million unsecured, revolving demand credit facility. On January 7, 2025 the Company announced that the Credit Facility was amended and restated to provide for a CAD$25 million unsecured, revolving demand credit facility to be used for the purchase of Solana tokens (the “Credit Facility”). The Credit Facility matures on January 6, 2027.

Auditor Change

On January 29, 2025, Kingston Ross Pasnak LLP, the Company’s former auditor, resigned at the request of the Company and Davidson & Company LLP was appointed to replace the former auditor as auditor of the Company.

Strategic Direction and Investments

On July 28, 2025, the Company announced that it had been selected as a new Solana staking provider for ARK Invest’s Digital Asset Revolutions Fund.

On May 28, 2025, the Company announced that it had completed SOC 2 Type 1 and SOC 1 Type 1 audits for its Solana staking platform and gained official certification of SOL Strategies under ISO 27001.

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On May 12, 2025, the Company announced a staking partnership with DigitalX Limited, for the use of the Company’s validator infrastructure.

On May 8, 2025, the Company announced that it had signed a non-binding memorandum of understanding with Superstate to explore Superstate acting as a junior transfer agent for the Company and to provide a platform and infrastructure to issue tokens for common shares tradable on the Solana blockchain.

On April 15, 2025, the Company announced a partnership with Pudgy Penguins to launch a dedicated Solana validator in support of the PENGU ecosystem.

On February 24, 2025, the Company announced a new institutional staking partnership with Neptune Digital Assets Corp.

On February 20, 2025, the Company announced that it has been selected as an approved staking provider for Tetra Trust.

On January 16, 2025 the Company announced the launch of its new mobile application from its recently acquired company Orangefin. The application is the first non-custodial staking solution that allows investors to stake Solana directly from their phones.

On October 2, 2024, the Company announced the recovery of approximately CAD$825,450 (USD$611,494) in the form of USD Coin from Lucy Labs due to the recovery by Lucy Labs of capital held at FTX pursuant to FTX’s bankruptcy proceedings. The recovery represents a premium of 122% on the Company’s original USD$500,000 investment, which the Company had written off in December 2022, after FTX filed for Chapter 11 bankruptcy protection.

Management Board and Personnel Changes

On September 22, 2025, the Company announced that Leah Wald resigned as director of the Company effective immediately and as CEO effective October 1, 2025 and that Micheal Hubbard was appointed as Interim CEO of the Company.

On September 12, 2025, the Company announced that Andrew McDonald was promoted from Director of Operations to Chief Operating Officer of the Company.

On July 21, 2025, the Company announced the appointment of Luis Berruga as Chairman of the Board, the transition of Tony Guoga from Chairman of the Board, and the addition of José Manuel Calderón and Michael Hubbard to the Board.

On July 1, 2025, the Company appointed Andrew McDonald as Compliance Officer.

On March 17, 2025, the Company announced that Michael Hubbard was appointed the Chief Strategy Officer.

On March 3, 2025, the Company announced that Luis Berruga was appointed to the Company’s Board.

On February 25, 2025, the Company announced that it engaged ICR, LLC to provide investor relations services to the Company.

On February 3, 2025, the Company announced that Moe Adham, director and Chief Investment Officer of the Company, resigned from the Company.

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On December 31, 2024, the Company announced that Max Kaplan was appointed the Head of Staking. On February 7, 2025, Max Kaplan was promoted to Chief Technology Officer.

On November 25, 2024, the Company announced the appointment of Anthony Pompliano as an advisor to the Company.

Fiscal 2024

Strategic Direction and Investments

On September 12, 2024, the Company announced a rebrand to “SOL Strategies” to reflect its new investment strategy centered on Solana. The Company’s legal name change from “Cypherpunk Holdings Inc.” to “SOL Strategies Inc.” took effect on September 12, 2024, and was unanimously approved by the Board and by its shareholders at the Company’s shareholder meeting held on July 30, 2024.

On May 10, 2024, the Company announced the sale of 2,225,678 Animoca Brands shares for AUD$2.0 million, reducing its holdings to 4,365,231 shares. The Company also ceased its Bitcoin options writing program, maintaining 117.09 Bitcoin, while continuing investments in Chia Networks, NGRAVE, and mining hardware operated by MiningStore.

On March 11, 2024, the Company announced a strategic shift in focus to explore high-growth sectors such as emerging technologies and biotechnology, driven by evolving dynamics in the digital asset landscape, including the introduction of Bitcoin ETFs.

On February 20, 2024, the Company finalized an agreement to sell 2.5 million shares of Animoca Brands at AUD$0.90 per share, with proceeds reinvested to align with its strategic focus on privacy technologies, high-performance computing, and decentralization trends.

Management, Board and Personnel Changes

On September 11, 2024, the Company announced that it entered into an investor relations agreement with Proconsul Capital Ltd, pursuant to which Proconsul Capital Ltd would provide strategic communication services to the Company.

On September 10, 2024, the Company announced the appointment of Ungad Chadda as an additional independent director joining the Board.

On July 9, 2024, the Company announced the appointment of Leah Wald as President and Chief Executive Officer of the Company. Ms. Wald replaced Antanas Guoga, who continued to serve as a director of the Company.

Normal Course Issuer Bid

On June 12, 2024, the Company announced the completion of its NCIB initially announced on February 20, 2024. Under the NCIB, the Company purchased and cancelled a total of 7,603,343 pre-Consolidation Common Shares at an average price of CAD$0.1228 per share. These shares represented approximately 5% of the Company’s issued and outstanding Common Shares as of the commencement of the NCIB.

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Fiscal 2023

Strategic Direction and Investments

On March 31, 2023, the Company announced its decision to diversify its treasury by allocating up to 40% of its net assets to Bitcoin, reflecting its commitment to decentralized holdings. On November 14, 2022, the Company announced that it held no digital cryptocurrencies, having converted all stable coin holdings into US dollars, while maintaining investments in AB Strategies Fund, Chia Networks, and other assets.

On February 15, 2023, the Company announced the acquisition of 9.09 million shares of Animoca Brands for AUD$10 million, the sale of its 24,572 IPv4 addresses for CAD$1.16 million, and the divestment of its stake in AB Digital Strategies Fund for CAD$1.57 million, resulting in a 22% loss.

Normal Course Issuer Bid

On January 24, 2023, the Company announced its intention to commence a normal course issuer bid to repurchase up to 8,003,535 pre-Consolidation Common Shares, representing 5% of its issued shares, over a one-year period.

Significant Acquisitions

No “significant acquisition” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) was completed during the most recently completed financial year.

DESCRIPTION OF THE BUSINESS

General

SOL Strategies Inc. is a publicly traded Canadian investment company that operates at the forefront of blockchain innovation by operating critical infrastructure for the Solana blockchain, offering staking services to institutional and retail customers and holding a substantial treasury of Solana tokens.

Products and Services

Cryptocurrency Treasury

The Company maintains a core portfolio of cryptocurrencies for long-term growth. During the most recently completed financial year, the Company’s operations focused on the Solana Blockchain and ecosystem. This resulted in the purchase of 309,634 SOL for a total cost of approximately US$74.9 million during the most recently completed financial year. The Company funded the purchase of SOL primarily from the proceeds of its financings described under “General Development of the Business – Three Year History”. The SOL is held in custody at Coinbase and delegated to the Company’s Validators to earn staking rewards (as described below).

Managing and Operating Validators

The Company operates Validator nodes on several Proof of Stake Blockchain networks, including, but not limited to, Solana and SUI. These networks operate on delegated Proof of Stake mechanisms whereby users (stakers) may delegate tokens to Validators, as operated by Company, which are able to propose blocks (a set of transactions to be executed) in the Blockchain as well as verify and vote on the validity of blocks proposed by other Validator nodes. The Blockchain protocol pays rewards to stakers based on the performance of the Validators to which they have delegated tokens, and the Validators may charge a commission on those rewards, in addition to receiving transaction fees from the blocks they propose.

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Cryptocurrency Staking

Staking in Blockchain networks is the process of locking up a number of tokens and delegating these to a Validator node. The Validator node has voting power in the network based on the total tokens delegated to it by all stakers relative to the total tokens delegated on the network. Staking is a passive action whereby the staker receives rewards from the Blockchain protocol based on the performance of the delegated Validator, without needing to actively participate in any consensus decisions or actions. In the Company’s case, it owns Solana tokens (SOL) which it stakes and delegates to Validators that it operates, thus earning rewards from the Blockchain protocol.

Investments

The Company opportunistically invests in opportunities that complement its cryptocurrency activities.

Specialized Skill and Knowledge

The Company believes its success is largely dependent on the performance of its management, board of directors, consultants and key employees, many of whom have specialized experience relating to our industry, regulatory environment, and business. Such knowledge and skills include the areas of Blockchain technology, research and development, crypto assets, crypto asset market, technological security and scalability, sales and marketing, as well as legal compliance, finance and accounting. The Company has found that it can locate and retain competent employees and consultants in such fields and believes it will continue to be able to do so on an ongoing basis.

The Company believes that it has adequate personnel with the specialized skills and knowledge to successfully carry out the Company’s business and operations. See “Risk Factors – Dependence on Management Personnel” of this AIF for a reference to the risks of losing such specialized skill and knowledge.

Competitive Conditions

There are one or more public companies that offer similar services to SOL Strategies, so there is competition in the market. Blockchain validation is a competitive business, however the combination of Company’s offering of a strong SOL treasury, multiple Validator offerings with institutional ties and the development of new technology-based revenue streams sets it apart. The competitive landscape also includes global traditional ETFs and ETPs, though SOL Strategies can be distinguished from traditional ETFs and ETPs in that traditional ETFs and ETPs do not typically own and operate their own Validators.

Intangible Properties

The Company takes measures to protect our intangible property and proprietary rights through contractual provisions, trademarks, applications and registrations and managing our trade secrets. This includes requiring employees, contractors, and persons we do business with to execute non-disclosure agreements, assignments and other commercial agreements to govern our interactions and relationships with them.

The Company believes that the SOL Strategies brand name is identifiable in the market and important to the success of the Company. The Company has applied for trademark protection of key brand elements in Canada, the U.S. and the E.U., including ORANGEFIN and COGENT CRYPTO, among others. The Company has registered and maintains the registration of a variety of domain names that include <solstrategies.io> and <cogentcrypto.io>.

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SOL Strategies uses the commercial names “SOL Strategies” and “HODL”. The Company also holds domain names and associated intellectual properties, including but not limited to “Cogent Crypto”, “Laine”, “Orangefin Ventures” and “stakewiz.com”.

Cycles

The Company’s business is not cyclical or seasonal.

Economic Dependence

The Company currently is not party to any contracts upon which its business is substantially dependent.

Changes to Contracts

Management is not aware of any current or anticipated renegotiation or termination of contracts or subcontracts that are reasonably expected to impact the Company’s business in the current financial year.

Environmental Protection

As of the date hereof, there are no financial and/or operational impacts in relation to environmental protection requirements on the capital expenditures, earnings and competitive position of the Company.

Employees

As at the date hereof, the Company has one full time employee and 11 independent contractors who work on a part-time or full-time basis.

Foreign Operations

The Company’s foreign operations primarily include the Company’s Validator servers which are located in the Netherlands and the United States. The Company’s management team and consultants are based in the United States, United Kingdom, and New Zealand.

Lending

As of the date hereof, SOL Strategies does not conduct any lending operations, nor does it have in place any investment policies and/or investment restrictions.

Bankruptcy or Similar Proceedings

Within the three most recently completed financial years, there have not been any bankruptcy, receivership or similar proceedings against the Company, and the Company has not been party to any voluntary bankruptcy, receivership or similar proceedings.

Reorganizations

Other than as described under “Description of the Business”, the Company has not completed any material reorganization within the three most recently completed financial years.

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RISK FACTORS

The Company’s business, operations, financial results and prospects are subject to the normal risks of its industry and are subject to various factors which are beyond the control of the Company. Certain of these risk factors are described below. The risks described below are not the only ones facing the Company. Additional risks not currently known to the Company, or that it currently considers immaterial, may also adversely impact the Company’s business, operations, financial results or prospects, should any such other events occur.

Risks Relating to the Business and Industry of the Company

Safeguarding of Digital Assets

The Company retains one third-party custodian, Coinbase, pursuant to the custodial services agreement dated February 2, 2019, as amended on September 2, 2019 (the “Custodian Agreement”). Coinbase is responsible for the safekeeping of all of the investments and other assets of the Company delivered to it in accordance with the Custodian Agreement. The Custodian holds the Company’s Solana, Bitcoin, and other cryptocurrency assets. The Company holds its Solana, Bitcoin and other cryptocurrency assets in segregated, secured storage wallets maintained by Coinbase. Coinbase is the only party responsible for holding and safeguarding the Company’s cryptocurrency assets and has not appointed a sub-custodian to hold certain cryptocurrency assets. The Company’s use of one custodian means that it is more prone to losses arising out of a failure of the Coinbase’s business or the failure of Coinbase to properly safeguard the Company’s assets, whether through malfeasance or negligence. The Company’s use of one custodian also means that it may be prone to losses arising out of a single instance of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of digital assets. Digital assets held by custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company also incurs costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect our trading execution, the value of our and the value of any investment in our Common Shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, while U.S.-regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remains numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written, even with the SEC’s September 30, 2025 no action letter permitting certain industry participants to use qualifying state-chartered trust companies as custodians for digital assets. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch our business lines.

Coinbase, located at One Madison Ave, Suites 2400 & 2500 New York, NY 10010, is regulated by the New York Department of Financial Services (NYDFS) and operates as an independently capitalized entity. Coinbase is a fiduciary under § 100 of the New York Banking Law and is licensed to custody its clients’ digital assets in trust on their behalf. As a New York state-chartered trust, Coinbase is held to the same fiduciary standards as national banks and is a qualified custodian for purposes of § 206(4)-2(d)(6) of the Advisers Act, commonly called the custody role.

SOL Strategies is not aware of anything with regards to the Coinbase’s operations that would adversely affect the Company’s operations and there are no known security breaches or other similar incidents involving the custodian as a result of which the Company’s cryptocurrency assets have been lost or stolen.

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Coinbase holds 100% of the Company’s Bitcoin and Solana holdings and carries an annually renewed commercial crime insurance policy, with Coinbase Global Inc., Coinbase’s parent company, as the named insured. However, such insurance coverage may be insufficient to protect SOL Strategies against all losses of digital assets held in custody, whether or not stemming from security breaches, cyberattacks or other types of unlawful activity. Any recovery may be limited and may not fully compensate SOL Strategies for the value of any lost or stolen assets. Therefore, a loss may be suffered with respect to SOL Strategies’ digital assets that is not covered by insurance and for which no person is liable in damages, which could adversely affect SOL Strategies’ operations and, consequently, an investment in SOL Strategies. Digital assets are controllable only by the possessor of both the public key and the private key(s) associated with the digital wallet in which they are stored.

While public keys must be disclosed to complete blockchain transactions, private keys must be kept secure and confidential. If private keys are lost, destroyed, or otherwise compromised and no backup is available, we would permanently lose access to the corresponding digital assets. SOL Strategies cannot guarantee that any future digital wallets or the wallets of our custodians will not be compromised by cyberattacks or other malicious activities. The Bitcoin blockchain and other blockchain technologies have experienced, and may in the future experience, security breaches, hacking incidents, or other malicious activities, which could result in the loss or theft of our digital assets.

In the event of a bankruptcy or insolvency the Company will enforce its rights under the custodial services agreement through arbitration under the laws of the State of New York, and will be in contact with Coinbase’s regulator, the New York State Department of Financial Services, as well as Coinbase’s named insurer. However, the Company notes that its cryptocurrency assets held in custody with Coinbase may not be recoverable in the event of bankruptcy by Coinbase, or their affiliates. In Coinbase’s quarterly report, on Form 10-Q, filed with the U.S. Securities Exchange Commission on July 31, 2025, Coinbase disclosed that, in the event of a bankruptcy, custodially held crypto assets could be considered to be the property of the bankruptcy estate and that the cryptocurrency assets held in custody could be subject to bankruptcy proceedings with Coinbase’s customers being treated as general unsecured creditors. Further, regardless of efforts made by the Company to securely store and safeguard assets, there can be no assurance that the Company’s cryptocurrency assets will not be defalcated through hacking or other forms of theft.

The due diligence SOL Strategies performed on Coinbase included confirmation that an annual SOC 1 audit report pertaining to internal controls over financial reporting, as well as an annual SOC 2 audit report pertaining to controls related to operations and compliance were completed by Coinbase, a review of negative news related to Coinbase, and a review of online training and tutorials offered by Coinbase.

The Company utilizes the third-party trading platform, Wintermute, as an OTC desk for derivatives. Wintermute Trading Ltd (registered company number 10882520) and Wintermute Asia Pte. Ltd. (registered company number 202108542H) are proprietary trading firms providing liquidity in various crypto assets and, in the case of Wintermute Asia Pte. Ltd, certain derivatives referencing crypto assets. Wintermute Trading Limited is registered with the Financial Conduct Authority as a cryptoasset firm and complies with the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 as amended. Wintermute is not related to the Company.

The Company utilizes the third-party trading platform Zerocap Pty Ltd (“Zerocap”) as an OTC desk for derivatives. Zerocap (registered company number 100635539) is a proprietary trading firm providing liquidity in various crypto assets and certain derivatives referencing crypto assets. Zerocap is registered with the Australian Transaction Reports and Analysis Centre as a Digital Currency Exchange and complies with the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations. The Company uses Zerocap for is OTC derivative trading desk. Zerocap is not related to the Company.

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SOL Strategies is exposed to the risk of non-performance by counterparties, whether contractual or otherwise. This risk includes the possibility that a counterparty may be unable or unwilling to perform due to financial distress, regulatory issues, or other disruptions. For example, any execution partners, custodians, or other counterparties we may engage in the future could fail to perform in accordance with applicable agreements, which could result in the loss of digital assets, lost income opportunities, or other losses.

Cryptocurrencies and Digital Assets Momentum Pricing Risk

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency and inventory and thereby affect the Company’s shareholders.

The profitability of our operations will be significantly affected by changes in prices of cryptocurrencies, and other digital assets. Cryptocurrencies, and other digital assets prices are highly volatile, can fluctuate substantially and are affected by numerous factors beyond our control, including use of such cryptocurrencies, demand, inflation and expectations with respect to the rate of inflation, global or regional political or economic events. If cryptocurrencies, and other digital assets prices should decline and remain at low market levels for a sustained period, we could determine that it is not economically feasible to continue activities.

The price and trading volume of any crypto asset is subject to significant uncertainty and volatility, depending on several factors, including, but not limited to:

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Risks related to the Validator Operations

A significant portion of the revenue generated by the Company comes from the awards realized by managing the Validators and by staking its own assets to such Validators. There is a risk that fewer holders delegate their Solana to SOL Strategies’ Validators, resulting in fewer awards and lower yields to the Company.

In addition, by running Validators, the Company is exposed to the risk of loss of its staked digital assets if it fails to operate the node in accordance with applicable protocol rules, as the Company’s digital assets may be “slashed” or inactivity penalties may be applied if the Validator node “double signs” or is offline for a prescribed period of time. The Company seeks to mitigate this risk by staffing and employing internal control systems to monitor and safeguard the assets.

The Solana Network sanction (i.e., “slashing”) is imposed if a validator commits malicious acts related to the validation of blocks with invalid transactions. On the Solana Network, slashing generally operates by social consensus, rather than being automatically hardwired into the protocol’s code. The Solana community generally aspires to slash 100% of staked assets in cases where a Solana node is maliciously trying to violate safety rules and 0% during routine operation. There is currently no automatic slashing in the Solana Network. Rather, for regular consensus, after a safety violation, the Solana Network will halt. The validators will analyze the data prior to the halt and figure out who was responsible and propose that the stake of the malicious actors responsible for the safety violation should be slashed after restart, typically 100%. Separately, as part of the “activating” and “deactivating” or “cooling down” process of staking, staked Solana will be inaccessible for a variable period of time determined by a range of factors, resulting in potential inaccessibility during those periods. “Activation” is the funding of a validator to be included in the active set, thereby allowing the validator to participate in the Solana Network’s proof-of-stake consensus protocol. “Deactivating” is the request to exit from the active set and no longer participate in the Solana Network’s proof-of-stake consensus protocol. As part of these “Activating” and “Deactivating” processes of staking on the Solana Network, any staked Solana will be inaccessible for a period of time. The duration of activating and exiting periods are dependent on a range of factors. However, depending on demand, unstaking can generally take two to three days to complete on the Solana Network.

The Solana Network requires the payment of base fees and the practice of paying prioritization fees is common, and such fees can become significant as the amount and complexity of the transaction grows, depending on the degree of network congestion and the price of Solana. Any cybersecurity attacks, security issues, hacks, penalties, slashing events, or other problems could damage validators’ willingness to participate in validation, discourage existing and future validators from serving as such, and adversely impact the Solana Network’s adoption or the price of Solana.

Any disruption of validation on the Solana Network could interfere with network operations and cause the Solana Network to be less attractive to users and application developers than competing blockchain networks, which could cause the price of Solana to decrease. The limited liquidity during the “activation”

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or “deactivation” processes could dissuade potential validators from participating, which could interfere with network operations or security and cause the Solana Network to be less attractive to users and application developers than competing blockchain networks, which could cause the price of Solana to decrease.

Risks related to Staking Operations

The Company operates Validators and in turn, earns crypto token rewards for processing transactions and securing crypto networks. The Company expects to, in large part, re-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 for 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.

Each of these activities involves significant technical and operational demands, including secure custody, continuous monitoring, sophisticated risk management, and specialized expertise. For example, staking operations require secure validator infrastructure and key management to avoid slashing penalties or loss of staked assets.

In addition, we expect to compete with financial institutions, fintech companies and other market participants that are highly specialized in digital asset lending, staking and insurance, with established customer relationships, deep product knowledge and mature compliance infrastructures. Successfully competing with these specialized firms may be challenging, particularly as we build our presence and reputation in these areas from the ground up.

These activities are also subject to overlapping and evolving federal, state, and foreign legal and regulatory frameworks, including securities and commodities laws, lending and money transmission rules, anti-money laundering obligations, and tax treatment of staking rewards and yield income. Changes in regulatory interpretations, new compliance obligations, or heightened enforcement could increase costs or restrict our ability to operate these activities as planned. Any failure to maintain effective compliance controls could result in fines, penalties, reputational harm, or the need to materially modify or discontinue these strategies. There can be no assurance that these activities will generate the expected returns or that we will be able to implement them successfully. Any failure or delay in executing these strategies could materially adversely affect our business, financial condition, and results of operations.

Proof-of-stake blockchains are a relatively recent innovation and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work blockchains.

Certain digital assets, such as Bitcoin, use a “proof-of-work” consensus algorithm. The genesis block on the Bitcoin blockchain was mined in 2009, and Bitcoin’s blockchain has been in operation since then. Many newer blockchains enabling smart contract functionality use a newer consensus algorithm known as “proof-of-stake.” While their proponents believe that they may have certain advantages, the “proof-of-stake” consensus mechanisms and governance systems underlying many newer blockchain protocols and their associated digital assets — including those SOL Strategies intends to hold — have not been tested at scale over as long of a period of time or subject to as widespread use or adoption as, for example, Bitcoin’s proof-of-work consensus mechanism has.

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This could lead to these blockchains, and their associated digital assets, having undetected vulnerabilities, structural design flaws, suboptimal incentive structures for network participants (e.g., validators), technical disruptions, or a wide variety of other problems,

Focused Business Strategy and Concentration of Investments

Since its name change to “SOL Strategies Inc.” in September 2024, the Company has been focused on holding Solana, seeking SOL price appreciation, while also investing in projects, protocols, technologies, and businesses related to the Solana ecosystem and decentralized technologies. The Company’s main activity has since been generating revenue from staking SOL, acquiring Validators predominantly on the Solana Blockchain, building staking related intellectual property and assessing revenue opportunities related to the Solana economy and staking. The specific focus is inherently more risky than traditional investments and could cause the Company to be more susceptible to particular economic, political, regulatory, technological or industry conditions or occurrences when compared with a company that has a more diversified business model.

Other than as described herein, there are no restrictions on the proportion of the Company’s funds and no limit on the amount of funds that may be allocated to SOL or any other investment. The Company may participate in a limited number of investments and, as a consequence, its financial results may be substantially adversely affected by the unfavorable performance of SOL or any other single investment. Completion of one or more investments may result in a highly concentrated investment in a particular company, commodity or geographic area resulting in the performance of the Company depending significantly on the performance of such company, commodity or geographic area.

Cybersecurity Threats, Security Breaches and Hacks

As with any other computer code, flaws in cryptocurrency source code have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create cryptocurrencies can occur.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Solana, Bitcoin and other cryptocurrency exchange markets. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm the Company’s business operations or result in loss of the Company’s assets. Any breach of the Company’s infrastructure could result in damage to the Company’s reputation and reduce demand for the Common Shares, resulting in a reduction in the price of the Common Shares. Furthermore, the Company believes that if its assets grow, it may become a more appealing target for security threats, such as hackers and malware.

Any security procedures implemented cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by the Company. The security procedures and operational infrastructure of the Company may be breached due to the actions of outside parties, error or malfeasance of an employee of the Company or otherwise, and, as a result, an unauthorized party may obtain access to the Company’s cryptocurrency account, private keys, data or cryptocurrencies. Additionally, outside parties may attempt to fraudulently induce employees of the Company to disclose sensitive information in order to gain access to the Company’s infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, the Company may be unable to anticipate these techniques or implement adequate preventative measures.

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If an actual or perceived breach of one of the Company’s accounts occurs, the market perception of the effectiveness of the Company could be harmed.

As technological change occurs, the security threats to the Company’s cryptocurrencies and other digital assets will likely adapt and previously unknown threats may emerge. The Company’s ability to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of the Company’s cryptocurrencies and other digital assets. To the extent that the Company is unable to identify and mitigate or stop new security threats, the Company’s cryptocurrencies and other digital assets may be subject to theft, loss, destruction or other attack.

Cryptocurrency Exchanges and other Trading Venues are Relatively New

The Company maintains its holdings of cryptocurrencies at its licensed custodian and may from time to time, allocate a portion of its cryptocurrency to exchanges to facilitate trading of cryptocurrencies and options to buy or sell cryptocurrencies. To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, in the past, a number of cryptocurrency exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of these exchanges were not compensated or made whole for the partial or complete losses of their account balances in such exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information, or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.

Regulatory Risks

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on any cryptocurrency, project or protocol that the Company may hold is impossible to predict, but such change could be substantial and adverse to the space as a whole, as well as potentially to the Company.

Governments may, in the future, further restrict or prohibit the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation.

In Canada, the CSA, the umbrella group for the provincial and territorial securities regulators, have generally taken the position that securities laws apply to cryptocurrencies. The CSA, beginning in 2017, has published a series of staff notices outlining their position and explaining how securities laws apply to various aspects of the cryptocurrency industry. The majority of those Staff Notices have dealt with cryptocurrency trading platforms and other businesses that hold cryptocurrencies on behalf of clients, which the Company does not do as part of its business.

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The CSA has also, however, published staff notices focused on the analysis of when a cryptocurrency constitutes a security for securities law purposes. On August 24, 2017 and June 11, 2018, the CSA published CSA Staff Notice 46-307 – Cryptocurrency Offerings and CSA Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens, respectively, each providing guidance on whether token offerings are subject to Canadian securities laws. While the Company does not create or sell digital assets of its own issue, it holds a number of digital assets from a variety of issuers. In the event that any of these were determined to be securities, it could negatively impact the issuers of those digital assets by making trading subject to prospectus requirements, which could reduce the market price of such assets and therefore devalue the holdings of the Company.

In comparison to traditional securities or commodities markets, U.S. law and regulation remains thinly developed with respect to financial services provided to the cryptocurrency and crypto asset markets. Although recent years have seen some guidance emerge with respect to the question of whether a crypto asset constitutes a security for certain purposes under U.S. law, there remains little or no clear legal authority or established practice with respect to the application to crypto assets of concepts like staking and lending of cryptocurrency, fungibility, settlement, trade execution and reporting, collateralization rehypothecation, custody, repo, margin, restricted securities, short sales, bankruptcy and insolvency and many others. Some or all of these concepts may be needed for crypto-related marketplaces to continue to grow, mature and attract institutional participants; there can be no assurances that rules and practices for such concepts will develop in the United States in a manner that is timely, clear, favorable to the Company or compatible with other jurisdictions’ regimes in which the Company operates. Furthermore, to the extent the Company offers any of these financial services, emerging regulation or enforcement activity may have a material impact on the Company’s ability to continue providing such service thereby affecting the Company’s revenues and profitability as well as its reputation and resources.

Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company’s Common Shares. Such a restriction could result in the Company liquidating its cryptocurrency investments at unfavorable prices and may adversely affect the Company’s shareholders.

The Company has not received any exemptive relief from regulators in Canada. The Company discusses regulatory compliance with its external legal counsel on a regular basis. Investments in the light of their exposure to digital assets must always be assessed by every investor based on the circumstances and legal and regulatory conditions applicable to that investor.

SOL Strategies Inc. is a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem with a core focus on infrastructure, including but not limited to, operating and scaling Solana validators. If the Company changes its investment strategy in the future such that it proposes to invest more than 10% of its assets in crypto assets other than those that, in accordance with section 2.3(1.3) of National Instrument 81-102 - Investment Funds, are fungible and either (a) trade on an exchange recognized by a securities regulatory authority in a jurisdiction of Canada, or (b) are the underlying interest of a specified derivative that trades on an exchange recognized by a securities regulatory authority in a jurisdiction of Canada, before implementing such a proposed change the Company will file an amendment to its base shelf prospectus and seek approval from a majority of shareholders.

U.S. Classification of Crypto Assets and Investment Company Act of 1940

The SEC and its staff have taken the position that certain crypto assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given crypto asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict.

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The SEC generally does not provide advance guidance or confirmation on the status of any particular crypto asset as a security. Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. With respect to all other crypto assets, there is currently no certainty under the applicable legal test that such assets are not securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular crypto asset could be deemed a “security” under applicable laws. Similarly, though the SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given crypto asset is a security in April 2019, this framework is also not a rule, regulation or statement of the SEC and is not binding on the SEC. In January 21, 2025, the SEC launched a crypto task force, led by Commissioner Hester Peirce, dedicated to developing a comprehensive and clear regulatory framework for crypto assets. On April 4, 2025, the SEC issued guidance clarifying that it does not deem certain U.S. dollar-backed, fully reserved, non-yield-bearing stablecoins to be “securities” under applicable laws.

Several foreign jurisdictions have taken a broad-based approach to classifying crypto assets as “securities,” while other foreign jurisdictions, such as Switzerland, Malta, and Singapore, have adopted a narrower approach. As a result, certain crypto assets may be deemed to be a “security” under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of crypto assets as “securities.” The classification of a crypto asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets.

Additionally, we do not currently intend to register as an investment company under the Investment Company Act. To the extent that the Company holds and transacts in cryptocurrencies that do not constitute securities, the Company believes that such holdings and transactions will not cause the Company to be deemed to be an investment company. While we do not believe that our current and future business activities will cause us to be deemed an investment company, if we are required to register as an investment company, we would be forced to comply with substantive requirements under the Investment Company Act, including limitations on our ability to borrow, limitations on our capital structure, limitations on our ability to issue additional common stock, restrictions on acquisitions of interests in associated companies, prohibitions on transactions with affiliates, restrictions on specific investments, and compliance with governance, reporting, record keeping, voting, proxy disclosure and other statutory requirements and related rules and regulations. If we are forced to comply with those requirements, we would be required to change our structure and could be prevented from successfully executing our business strategy.

Further, the classification of certain crypto assets as securities could draw negative publicity and a decline in the general acceptance of the crypto asset.

The status of digital assets as “securities” in any relevant jurisdiction, as well as the status of cryptocurrency-related products and services in general is subject to a high degree of uncertainty and if we are unable to properly characterize such product or service offering, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results and financial condition.

Although senior SEC officials have stated their view that Bitcoin is not a “security” under U.S. federal securities laws, this position is not binding and could change based on future legislation, judicial interpretation, or regulatory enforcement. Moreover, other digital asset transactions that we may execute in the future could be determined to be offers and sales of “securities” under U.S. federal securities laws or the laws of other jurisdictions.

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Finally, certain transactions related to digital assets, such as staking and potentially lending, may currently be determined to be an offer and sale of a security.

Regulators, including the SEC, have actively pursued enforcement actions asserting that certain digital assets, products, and services are unregistered securities or securities offerings, which must comply with registration, disclosure, and other requirements under the federal securities laws. If any digital asset SOL Strategies holds, or any related activity SOL Strategies undertakes, were determined to constitute an unregistered securities offering, SOL Strategies could be subject to significant penalties and forced to alter or cease such activities.

In addition, if SOL Strategies’ holdings or activities cause SOL Strategies to be classified as an “investment company” under the Investment Company Act, SOL Strategies would become subject to extensive regulatory requirements and restrictions that could materially increase our compliance costs and limit SOL Strategies’ operational flexibility. This could materially adversely affect SOL Strategies’ ability to execute our business strategy as currently contemplated.

Finally, any regulatory determination that certain digital assets are securities could adversely affect the liquidity and market price of those digital assets, and in turn negatively impact the value and market price of SOL Strategies’ listed securities.

The application of U.S. state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of digital assets or the ability of individuals or institutions such as ours to own or transfer such assets.

Regulatory and enforcement actions, or the absence thereof, could materially impact digital asset markets. For example, within the past several years:

in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency, but has since dismissed its action against Binance Holdings Ltd. and dismissed its enforcement action against Coinbase, Inc.; and

in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency. In March 2025, the SEC agreed to dismiss its lawsuit against the cryptocurrency exchange Kraken.

Such shifts in enforcement tone, in addition to ongoing actions by state and foreign authorities, may reshape investor sentiment and the legal landscape, contributing to the uncertainty.

Furthermore, the U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of digital assets or the ability of individuals or institutions such as SOL Strategies to own or transfer digital assets. Notable developments include:

enactment of the GENIUS Act, bipartisan stablecoin legislation relating to authorized and fully asset-backed stablecoin tokens; the U.S. House of Representatives passed the CLARITY Act, which would clarify that many digital assets purchased in secondary transactions are commodities and not securities;

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in January 2025, the SEC announced the formation of a “Crypto Task Force,” which seeks to provide clarity on the application of U.S. securities laws to the digital asset market and to recommend policy measures with respect to digital asset security status, registration and listing of digital asset-based investment vehicles, and digital asset custody, lending and staking;

the European Union adopted Markets in Crypto-Assets Regulation, a comprehensive digital asset regulatory framework for the issuance and use of digital assets;

in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023, which regulates market activities in “cryptoassets;” and

in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country.

It is not possible to predict whether or when new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether or when any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, nor how new legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or the value of digital assets generally. Any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of digital assets, SOL Strategies’ ability to hold or transact in digital assets, and, in turn, the market price of the Company’s listed securities.

Moreover, the risks of pursuing a digital asset strategy are relatively novel and could create complications due to the lack of experience that third parties have with companies pursuing such a strategy, the absence of industry precedent, or limited institutional infrastructure for our operating model. These factors may lead to increased costs of director and officer liability insurance or challenges in obtaining such coverage on acceptable terms in the future.

Holdings of digital assets will be adjusted as necessary to avoid SOL Strategies being considered an “investment company” under the Investment Company Act.

SOL Strategies intends to manage its holdings, operations, and activities to remain outside the scope of the Investment Company Act. To maintain this status, SOL Strategies may be required to adjust the composition, size, or timing of our holdings of digital assets in response to fluctuations in value, changes in our operations, or shifts in regulatory interpretation.  In addition, depending on how applicable laws evolve, certain of our transactions involving digital assets, such as staking or lending, may be determined to involve offers and sales of securities, as the nature of these transactions could affect whether the underlying digital asset is itself considered a security. As a result, future legislative, regulatory, or judicial developments may require us to limit or discontinue such activities.

Such adjustments could lead to tracking differences, investor confusion, or negative market perceptions of our ability to execute our stated strategy. In addition, significant reallocations or asset disposals to preserve Investment Company Act compliance could result in adverse market timing, increased transaction costs, or tax consequences, any of which could adversely affect our business, financial condition, and results of operations.

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Legislation that is currently being considered by the U.S. Congress would make many digital assets into commodity interests and could require certain individuals or entities managing our digital assets to be registered as commodity pool operators and commodity trading advisors.

The U.S. House of Representatives has passed the CLARITY Act, which would, among other things, make digital assets that have value due to the blockchain network on which they reside and are acquired in the secondary market into commodity interests instead of securities and would clarify that related staking activities are also not determined to be securities transactions. The U.S. Senate Banking Committee released a discussion draft of digital asset market structure legislation covering issues under the committee’s jurisdiction and that builds on the CLARITY Act. The discussion draft would, among other things, clearly define an “ancillary asset” to clarify which digital assets are not securities, create disclosure requirements, require the SEC to promulgate new rules to exempt certain offers or sales of ancillary assets from SEC registration and tailor existing requirements to digital assets, and prevent illicit finance.

If the digital assets that SOL Strategies holds are deemed to be commodity interests, SOL Strategies could be deemed to be a commodity pool and, unless exemptions are available, its operator would be required to register as a commodity pool operator and its advisor would be required to register as a commodity trading advisor. Commodity pool operators and commodity trading advisors are subject to:

registration requirements with the Commodity Futures Trading Commission and membership with the National Futures Association;

limitations on transactions with registered or duly exempt entities;

examination by and reporting to the National Futures Association;

registration and testing obligations for associated persons of the commodity pool operators and commodity trading advisors;

National Futures Association review of offering materials for their pools;

specified reports that must be provided to commodity pool participants;

recordkeeping requirements set out by the Commodity Futures Trading Commission and National Futures Association;

annual requirements set out by the Commodity Futures Trading Commission and National Futures Association; and

prohibition of loans from the Company to the commodity pool operator or commodity trading advisor.

As a result of the above, increased costs may be passed on to investors in SOL Strategies if the related manager must comply with the above.

SOL Strategies plans to operate as an operating company and not as an investment company or investment adviser, and therefore does not expect to be subject to the same legal and regulatory

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obligations, including compliance and reporting requirements intended to protect investors, that apply to investment companies such as mutual funds and exchange-traded funds, or to investment advisers.

Mutual funds, ETFs, and their directors and managers are subject to extensive regulation under U.S. federal and state law, including the Investment Company Act and the Investment Advisers Act of 1940. These frameworks impose comprehensive requirements and restrictions designed to protect public investors. By contrast, SOL Strategies plans to operate as an operating company and not as an investment company or an investment adviser, and we do not intend to register as such or voluntarily comply with these regulatory regimes.

As a result, various aspects of SOL Strategies’ business would not be subject to the same substantive requirements or investor safeguards that apply to regulated investment companies and investment advisers.

For example, while any material change to SOL Strategies’ treasury management strategy may require approval by its board of directors, no shareholder or regulatory approval would be required. Accordingly, the board of directors would retain broad discretion to determine the reserve, leverage, cash management, and broader operating policies of SOL Strategies, and could modify its strategy for acquiring, holding, or disposing of digital assets at any time, in its sole discretion.

As SOL Strategies does not expect to operate as a registered investment company or investment adviser, investors in the Common Shares will not benefit from the legal protections and procedural rights afforded to investors in mutual funds or ETFs.

Banks May Cut off Banking Services to Businesses that Provide Cryptocurrency-related Services

A number of companies that provide cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to cryptocurrency related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.

Impact of Geopolitical Events

Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency holdings. The possibility of large-scale purchases of cryptocurrencies in times of crisis may have a short-term positive impact on the prices of same. Future geopolitical crises may erode investors’ confidence in the stability of cryptocurrencies and may impair their price performance which would, in turn, adversely affect the Company’s cryptocurrency holdings.

As an alternative to fiat currencies that are backed by central governments, cryptocurrencies are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events.

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Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.

Further Development and Acceptance of Cryptocurrency

The further development and acceptance of cryptocurrency and other cryptographic and algorithmic protocols governing the issuance of transactions in cryptocurrencies, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of such networks may adversely affect the value of the corresponding cryptocurrencies, and thus may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to the following:

Currently, there is relatively small use of cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.

As relatively new products and technologies, cryptocurrencies have not been widely adopted, for example as a means of payment for goods and services, by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies. The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services or other direct use cases that may arise. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability. Further, if fees increase for recording transactions in the applicable Blockchain, demand for cryptocurrencies may be reduced and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of cryptocurrencies.

Risk of Loss, Theft or Destruction of Cryptocurrencies

There is a risk that some or all of the Company’s cryptocurrencies could be lost, stolen or destroyed. Digital assets that are held internally via multi-signature cold storage may be prone to loss or theft as a result of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. If the Company’s cryptocurrencies are lost, stolen or destroyed under circumstances rendering a party liable to the Company, the responsible party may not have the financial resources sufficient to satisfy the Company’s claim.

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Irrevocability of Transactions

Bitcoin and most other cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Such transactions are not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of cryptocurrencies or a theft of cryptocurrencies generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. To the extent that the Company is unable to seek a corrective transaction with the third party or is incapable of identifying the third party that has received the Company’s cryptocurrencies through error or theft, the Company will be unable to revert or otherwise recover incorrectly transferred cryptocurrencies. The Company will also be unable to convert or recover cryptocurrencies transferred to uncontrolled accounts.

Hard Fork and Air Drop 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 the promoters of a new cryptocurrency send amounts of the new cryptocurrency to holders of another cryptocurrency that they will be able to claim a certain amount of the new cryptocurrency for free. The Company may not be able to realize the economic benefit of a hard fork or air drop, 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.

Potential Failure to Maintain the Cryptocurrency Networks

Many cryptocurrency networks operate based on an open-source protocol maintained by the core developers of such networks and other contributors. As such protocols are not sold and their uses do not generate revenues for its development team, the core developers are generally not compensated for maintaining and updating such network protocols. Consequently, there is a lack of financial incentive for developers to maintain or develop such networks and the core developers may lack the resources to adequately address emerging issues with such network protocol. Although the many networks are currently supported by the core developers, there can be no guarantee that such support will continue or be sufficient in the future. To the extent that material issues arise with the such network protocol and the core developers and open source contributors are unable to address the issues adequately or in a timely manner, such networks and an investment in the Common Shares may be adversely affected.

Insurance Risk

The Company does not maintain insurance, other than directors’ and officers’ insurance. The Company is not insured against every risk to which it is exposed, including those related to the custody of assets (except any insurance that is provided by the Company’s third-party custodian). Based on the Company’s review of insurance policies, the Company has not identified insurance that would be appropriate for its specific operations or that would be available on commercially reasonable terms.

Competition

The Company operates in a highly competitive industry and competes against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

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While the Company’s specific business of operating Validators and staking primarily in the Solana ecosystem is unique to them, there is a risk that another crypto asset that performs the same functions will take market share from SOL Strategies.

The cryptoeconomy is highly innovative, rapidly evolving, and characterized by healthy competition, experimentation, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future as existing and new competitors introduce new products or enhance existing products. These competitors could have various competitive advantages over us, including but not limited to:

If the Company is unable to compete successfully, or if competing successfully requires the Company to take costly actions in response to the actions of the Company’s competitors, the Company’s business, operating results, and financial condition could be adversely affected.

Harm to the Company’s brand and reputation could adversely affect the Company’s business. The Company’s reputation and brand may be adversely affected by complaints and negative publicity about the Company, even if factually incorrect or based on isolated incidents. Damage to the Company’s brand and reputation may be caused by:

Private Issuers and Illiquid Securities

The Company invests in securities and/or digital assets of private issuers or projects. These may be subject to trading restrictions, including hold periods, and there may not be any market for such securities or digital assets. These limitations may impair the Company’s ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers or projects are subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of the Company’s private investments, or that the Company will otherwise be able to realize a return on such investments.

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The value attributed to securities and/or digital assets of private issuers or projects will be the cost thereof, subject to adjustment in limited circumstances, and therefore may not reflect the amount for which they can actually be sold. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed for the investments.

The Company may also invest in illiquid securities of public issuers. A considerable period of time may elapse between the time a decision is made to sell such securities and the time the Company is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that the Company will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, the Company may be prohibited by contract or by law from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

The Company may also make direct investments in publicly traded securities that have low trading volumes. Accordingly, it may be difficult to make trades in these securities without adversely affecting the price of such securities.

Sensitivity to Macro-Economic Conditions

The success of the Company’s investments is interconnected to the growth of disruptive technologies. The Company may be adversely affected by the falling share prices of the securities of investee companies, cryptocurrencies, and other crypto assets, as the trading price for the Common Shares may reflect the estimated aggregate value of the Company’s portfolio of investments and assets under management. The factors affecting current macro-economic conditions are beyond the control of the Company.

Available Opportunities and Competition for Investments

The Company can expect to encounter competition from other entities having similar investment objectives, including institutional investors and strategic investors. These groups may compete for the same investments as the Company, may be better capitalized, have more personnel, have a longer operating history and have different return targets. As a result, the Company may not be able to compete successfully for investments. In addition, competition for investments may lead to the price of such investments increasing which may further limit the Company’s ability to generate desired returns. There can be no assurance that there will be a sufficient number of suitable investment opportunities available to invest in or that such investments can be made within a reasonable period of time. There can be no assurance that the Company will be able to identify suitable investment opportunities, acquire them at a reasonable cost or achieve an appropriate rate of return. Identifying attractive opportunities is difficult, highly competitive and involves a high degree of uncertainty. Potential returns from investments will be diminished to the extent that the Company is unable to find and make a sufficient number of attractive investments.

Competition from other Staking Companies

The Company can expect to compete with other businesses focused on developing substantial digital asset staking operations. Any market participant with sufficient capital and know-how has the ability to acquire crypto tokens on the open market and start staking, which would inherently increase competition.

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Although, because there are a wide range of crypto tokens being staked across the networks the Company participates in, and accordingly, the Company’s management believes that any negative impact on the Company’s operations as a result of competition in the sector would not be materially adverse, it is possible that such competition and the lack of barriers to entry to the market could have a material adverse effect on the Company or the value of the Common Shares.

Integration of Acquired Businesses

The Company may from time to time merge with or acquire other companies or businesses both locally and globally. The integration of the operations and financial systems of any such companies or businesses may require substantial time and resources from the Company’s personnel, in particular where such companies or businesses operate under different regulatory regimes or prepare their financial records in accordance with accounting regimes other than IFRS. To the extent that any such companies or businesses are in a net operating loss position at the time of acquisition, it may have a negative impact on the Company’s overall financial position.

Additional Financing Requirements

The Company anticipates ongoing requirements for funds to support its growth and may seek to obtain additional funds for these purposes through public or private equity, or debt financing. There are no assurances that additional funding will be available on acceptable terms, at an acceptable level or at all. Any additional equity financing may cause shareholders to experience dilution, and any debt financing would result in interest expense and possible restrictions on the Company’s operations or ability to incur additional debt. Any limitations on the Company’s ability to access the capital markets for additional funds could have a material adverse effect on its ability to grow its investment portfolio.

No Guaranteed Return

There is no guarantee that an investment in the Company’s securities will earn any positive return in the short term or long term. The task of identifying investment opportunities, monitoring such investments and realizing a significant return is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize a return on such investments. In addition, past performance provides no assurance of future success.

Management of the Company’s Growth

Significant growth in the business, as a result of acquisitions or otherwise, could place a strain on the Company’s managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve the Company’s technical, administrative and financial controls and reporting systems. No assurance can be given that the Company will succeed in these efforts. The failure to effectively manage and improve these systems could increase costs, which could have a materially adverse effect on the Company’s operating results and overall performance.

Due Diligence

The due diligence process undertaken by the Company in connection with investment opportunities may not reveal all facts that may be relevant in connection with the investments. Before making investments, the Company conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Company may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues.

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Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the Company relies on resources available including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence process that is carried out with respect to investment opportunities may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful.

Exchange Rate Fluctuations

A significant portion of the Company’s cryptocurrency and digital asset holdings could be invested in United States dollar denominated investments or other foreign currencies. Changes in the value of the foreign currencies in which the Company’s investments are denominated could have a negative impact on the ultimate return on its investments and overall financial performance.

Non-controlling Interests

The Company’s investments include debt instruments and equity securities of companies that it does not control. Such instruments and securities may be acquired through trading activities or through purchases of securities directly from the issuer. These investments are subject to the risk that the company in which the investment is made may make business, financial or management decisions with which the Company does not agree or that the majority stakeholders or the management of the investee company may take risks or otherwise act in a manner that does not serve the Company’s interests. If any of the foregoing was to occur, the value of the Company’s investments could decrease and its financial condition, results of operations and cash flow could suffer as a result.

Changes in Legislation and Regulatory Risk

There can be no assurance that laws applicable to the Company or the businesses in which the Company invests, including securities legislation, will not be changed in a manner which adversely affects the Company. If such laws change, such changes could have a negative effect upon the value of the Company and upon investment opportunities available to the Company.

Changes or Development related to Accounting Standards

Changes in, or the development of guidance relating to, accounting standards governing the preparation of the Company’s financial statements and future events could have a material impact on the Company’s financial condition, results of operations, cash flows and other financial data.

From time to time, regulators change the financial accounting and reporting standards governing the preparation of the Company’s financial statements or the interpretation of those standards. These changes are difficult to predict and can materially impact how the Company records and reports its financial condition, results of operations, cash flows and other financial data. In some cases, the Company may be required to apply a new or revised standard retroactively or to apply an existing standard differently, also retroactively, in each case potentially resulting in the restatement of prior period financial statements and related disclosures. Additionally, the Company accounting policies and methods are fundamental to how it records and reports its financial condition and results of operations. The preparation of financial statements in conformity with IFRS requires management to make estimates based upon assumptions about future economic and market conditions which affect reported amounts and related disclosures in our financial statements. If subsequent events occur that are materially different than the assumptions and estimates we used, its reported financial condition, results of operation and cash flows may be materially negatively impacted.

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In addition, the accounting for, and audit standards relating to, digital assets remain subject to further guidance. To the extent that such guidance imposes obligations on audit firms that they are not able to meet with respect to the review of digital assets, the Company could have difficulty in obtaining an audit opinion, filing audited financial statements in a timely manner or obtaining an unqualified opinion.

Risks Relating to the Financial Condition of the Company

Limited Operating History

The Company’s limited operating history and the lack of meaningful historical financial data makes it difficult to fully evaluate the Company’s prospects. To the extent that the Company is able to execute its business plan, its business will be subject to all of the problems that typically affect a business with a limited operating history, such as unanticipated expenses, capital shortfalls, delays in program development and possible cost overruns. Investment in the securities of the Company is highly speculative given the nature of the Company’s business.

The Company’s success will depend on many factors, including some which may be beyond its control or which cannot be accounted for at this time, such as the market’s acceptance of the products of its investee companies, the emergence of potential competitors, and changes in economic conditions. For the reasons discussed in this section and elsewhere in this AIF, it is possible that the Company may not generate revenues or profits in the foreseeable future or at all.

Limited History of Operating Revenue and Cash Flow

The future performance of the business may be constrained by factors such as, among others: success of the Company’s corporate strategy, economic downturns; technological and regulatory changes; the cash flows generated by operations, investment activities and financing activities; and the level of taxation, particularly corporate profits and withholding taxes. If the Company is unable to generate sufficient cash from operations, the Company may be required to incur indebtedness, raise funds in a public or private equity or debt offering, or sell some or all of its assets. There can be no assurance that any such financing will be available on satisfactory terms or that it will be sufficient.

The Company may be subject to limitations on the repatriation of earnings in each of the countries where the Company, including its investee companies, do business. In particular, there may be significant withholding taxes applicable to the repatriation of funds from foreign countries to Canada. There can be no assurance that changes in regulations, including tax treaties, in and among the relevant countries where the Company or its investee companies do business will not take place, and if such changes occur, they may adversely impact the Company’s ability to receive sufficient cash payments from its subsidiaries.

Insufficient Cash Flow and Funds in Reserve

The Company’s cash flow and funds in reserve may not be sufficient to fund its ongoing activities at all times and from time to time and it may require additional financing in order to carry out its activities. In addition, the Company may incur major unanticipated liabilities or expenses. Although the Company has been successful in the past in financing its activities, there can be no assurance that the Company will be able to obtain additional financing on commercially acceptable terms. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. There is risk that if the economy and banking industry experienced unexpected and/or prolonged deterioration, the Company’s access to additional financing may be affected.

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This may be further complicated by the limited market liquidity for shares of smaller companies such as the Company, restricting access to some institutional investors. Due to uncertainty in the capital markets, the Company may from time to time have restricted access to capital and increased borrowing costs. To the extent that external sources of capital become limited, unavailable, or available on onerous terms, the Company’s ability to make capital investments and maintain existing assets may be impaired, and its assets, liabilities, business, financial condition, results of operations and prospects may be affected materially and adversely as a result.

The Company, along with all other companies, may face reduced cash flow and restricted access to capital if the global economic situation deteriorates. A prolonged period of adverse market conditions may impede the Company’s ability to grow and complete additional acquisitions, if desired. In addition, a prolonged period of adverse market conditions may impede the Company’s ability to service any of its loans or arrange alternative financing when the existing loans become due. In each case, the Company’s business, financial condition, results of operations and prospects would be adversely affected.

Cash Flow, Revenue and Liquidity

The Company’s revenue and cash flow is generated primarily from fees paid in connection with managing and operating Validators across various Blockchain networks, the staking of the Company’s SOL, financing activities, and proceeds from the disposition of investments. The availability of these sources of income and the amounts generated from these sources depend upon various factors, many of which are outside of the Company’s direct control. The Company’s liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn in the market conditions generally or to matters specific to us, if the value of our investments decline, resulting in losses upon disposition, and if rates provided by counterparties for staking and lending decrease.

Dependence on Management Personnel

The Company is dependent upon the efforts, skill and business contacts of key members of management, the Board, employees and consultants for among other things, the information and deal flow they generate during the normal course of their activities and the synergies that exist amongst their various fields of expertise and knowledge. Accordingly, the Company’s success may depend upon the continued service of these individuals who are not obligated to remain consultants to the Company. The loss of the services of any of these individuals could have a material adverse effect on the Company’s revenues, net income and cash flows and could harm its ability to maintain or grow existing assets and raise additional funds in the future.

Risks related to Compliance and Risk Management

The Company’s compliance and risk management programs may not be effective and may result in outcomes that could materially and adversely affect the Company’s reputation, financial condition and operating results, among other things.

The Company’s ability to comply with applicable laws and rules is largely dependent on the establishment and maintenance of compliance, review and reporting systems, as well as the ability to attract and retain qualified compliance and other risk management personnel. The Company cannot provide any assurance that its compliance policies and procedures will always be effective or that the Company will always be successful in monitoring or evaluating its risks. In the case of alleged non-compliance with applicable laws or regulations, the Company could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, restitution or other remedies, which could be significant.

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Any of these outcomes, individually or together, may among other things, materially and adversely affect the Company’s reputation, financial condition, trading execution, and asset value and the value of any investment in the Company.

Operational Risks

Operational risks, such as misconduct and errors of employees or entities with which the Company does business, are difficult to detect and deter and could cause material reputational and financial harm to the Company. The Company’s employees and agents could engage in misconduct, which may include conducting and concealing unauthorized activities or improper use or unauthorized disclosure of confidential information. It is not always possible to deter misconduct by employees or others, and the precautions that the Company takes to prevent and detect this activity may not be effective in all cases.

Conflicts of Interest may Arise

Certain current or future directors and officers of the Company and its subsidiaries may be shareholders, directors and officers of other companies that may operate in the same sectors as the Company. Such associations may give rise to conflicts of interest from time to time. The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in such conflict is required under the applicable corporate laws to disclose his or her interest and to abstain from voting on such matter.

Legal Proceedings

The Company may, from time to time in the future, become subject to legal proceedings, claims, litigation and government investigations or inquiries, which could be expensive, lengthy, and disruptive to normal business operations. In addition, the outcome of any legal proceedings, claims, litigation, investigations or inquiries may be difficult to predict and could have a material adverse effect on the Company’s business, operating results, or financial condition.

Service on Foreign Directors and Officers

The Company is a corporation formed under the laws of Ontario, Canada; however some of the Company’s directors and officers are located outside of Canada.

It may be difficult for investors in other jurisdictions to effect service of process within their jurisdiction upon those directors who are not residents of their jurisdiction or to enforce against them judgments of their jurisdiction’s courts based upon civil liability under their securities laws. There is doubt as to the enforceability in Canada against the Company or against any of its non-United States directors, in original actions or in actions for enforcement of judgments of United States courts of liabilities based solely upon the United States federal securities laws or securities laws of any state within the United States.

Similarly, it may be difficult for investors in Canada to effect service of process within Canada upon those directors, officers and experts who are located outside of Canada, or to enforce against them judgments of the Canadian courts based upon civil liability under Canadian securities laws. There is doubt as to the enforceability in the United States against any of the Company’s non-Canadian directors, in original actions or in actions for enforcement of judgments of Canadian courts of liabilities based solely upon Canadian law.

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Risks Relating to the Common Shares

Market Price of Common Shares may Experience Volatility

The market price of the Common Shares has been volatile in the past and may continue to be volatile. The market price is, and could be, subject to wide fluctuations due to a number of factors, including actual or anticipated fluctuations in the Company’s results of operations, changes in estimates of its future results of operations by management or securities analysts, market rumours, investments or divestments by the Company or its competitors and general industry changes.

Many of the factors that could affect the market price of the Common Shares are outside of the Company’s control. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of the Common Shares. The stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of the Common Shares.

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 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, warrant, 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 is 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.

Shareholders’ Interest in the Company may be Diluted in the Future

If the Company raises additional funding by issuing additional equity securities, or securities convertible into equity, such financing may substantially dilute the interests of shareholders.

The Company has Never Paid Dividends and may not do so in the Foreseeable Future

The Company has never paid cash dividends on its Common Shares. Currently, the Company intends to retain its future earnings, if any, to fund the development and growth of its business, and does not anticipate paying any cash dividends on its Common Shares in the near future. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on investment in any Common Shares in the foreseeable future. See “Dividends”.

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As a Foreign Private Issuer, the Company is Subject to Different U.S. Securities Laws and Rules than a U.S. Domestic Issuer

The Company is a “foreign private issuer”, under applicable U.S. federal securities laws, and is, therefore, not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC.  Under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies.  As a result, the Company does not file the same reports that a U.S. domestic issuer would file with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws.

In addition, the Company’s officers, directors, and principal shareholders are currently exempt from the reporting and short- swing profit recovery provisions of Section 16 of the U.S. Exchange Act.  Therefore, the Company’s shareholders may not know on as timely a basis when the Company’s officers, directors and principal shareholders purchase or sell Common Shares, as the reporting periods under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, the Company is exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements.  The Company is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information.  While the Company complies with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the U.S. Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies.  In addition, the Company may not be required under the U.S. Exchange Act to file annual and quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the U.S. Exchange Act.  In addition, as a foreign private issuer, the Company has the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that the Company disclose the requirements it is not following and describe the Canadian practices it follows instead.  The Company has elected and may in the future elect to follow home country practices in Canada with regard to certain corporate governance matters.  As a result, the Company’s shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all corporate governance requirements.

The Company may lose its Foreign Private Issuer Status in the Future

In order to maintain its status as a foreign private issuer, a majority of the Common Shares must be either directly or indirectly owned by non-residents of the U.S. unless the Company also satisfies one of the additional requirements necessary to preserve this status.  The Company may in the future lose its foreign private issuer status if a majority of its Common Shares are held in the U.S. and if the Company fails to meet the additional requirements necessary to avoid loss of its foreign private issuer status.  The regulatory and compliance costs under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use the Multi-Jurisdictional Disclosure System, or MJDS.  If the Company is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer, and would be required to file financial statements prepared in accordance with United States generally accepted accounting principles.  In addition, the Company may lose the ability to rely upon exemptions from Nasdaq corporate governance requirements that are available to foreign private issuers.

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The Company Relies Upon Certain Accommodations Available to It as an “Emerging Growth Company”

The Company is an “emerging growth company” as defined in section 3(a) of the U.S. Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and the Company will continue to qualify as an emerging growth company until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended; (c) the date on which the Company has, during the previous three year period, issued more than US$1,000,000,000 in non-convertible debt; and (d) the date on which the Company is deemed to be a “large accelerated filer”, as defined in Rule 12b-2 under the U.S. Exchange Act.  The Company will qualify as a large accelerated filer (and would cease to be an emerging growth company) at such time when on the last business day of its second fiscal quarter of such year the aggregate worldwide market value of its common equity held by non-affiliates will be US$700,000,000 or more.  For so long as the Company remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.  These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.  The Company cannot predict whether investors will find the Common Shares less attractive because the Company relies upon certain of these exemptions.  If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile.  On the other hand, if the Company no longer qualifies as an emerging growth company, the Company would be required to divert additional management time and attention from the Company’s development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company’s business, financial condition and results of operations.

There can be no assurance that we will not be a passive foreign investment company for any taxable year, which could subject United States investors in our Common Shares to significant adverse U.S. federal income tax consequences.

Under the Internal Revenue Code of 1986, as amended, or the “Code,” we will be a passive foreign investment company, or “PFIC,” for any taxable year in which, after the application of certain look-through rules with respect to subsidiaries, either (1) 75% or more of our gross income consists of “passive income;” or (2) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of, “passive income.” Passive income generally includes dividends, interest, certain non-active rents and royalties, and capital gains. There are uncertainties in the application of the PFIC rules to a company with our particular business operations. However, based on the composition and classification of our assets, in particular in how cryptocurrencies and staking income are viewed by the Internal Revenue Service, or IRS, for purposes of the PFIC income and asset tests, we believe that there is a significant risk that we were a PFIC for our fiscal year ended September 30, 2025. In addition, whether we will be a PFIC in for our current fiscal year or in any future year is uncertain because, among other things, our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our Common Shares as well as the market price of the cryptocurrencies we hold, which could be volatile). Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. Moreover, there can be no assurance that the IRS will agree with our conclusion.

If we are a PFIC for any taxable year during which a U.S. investor holds Common Shares, we generally would continue to be treated as a PFIC with respect to that U.S.

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investor for all succeeding years during which the U.S. investor holds Common Shares, even if we ceased to meet the threshold requirements for PFIC status. Such a U.S. investor may be subject to adverse U.S. federal income tax consequences, including (1) the treatment of all or a portion of any gain on disposition as ordinary income; (2) the application of a deferred interest charge on such gain and the receipt of certain dividends; and (3) compliance with certain reporting requirements. A “mark-to-market” election may be available that will alter the consequences of PFIC status if our Common Shares are regularly traded on a qualified exchange.

DIVIDENDS AND DISTRIBUTIONS

The Company has not paid any dividends since its incorporation. Any determination to pay any future dividends will be at the discretion of the Board and will be made based on the Company’s financial condition and other factors deemed relevant by the Board. There are currently no restrictions on the ability of the Company to pay dividends except as set out under the OBCA.

DESCRIPTION OF SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares without par value. The holders of Common Shares are entitled to dividends, subject to the rights of holders of any other class of shares of the Company, if, as and when declared by the Board. The holders of Common Shares are also entitled to one vote per Common Share at meetings of the shareholders of the Company and, subject to the rights of holders of any other class of shares of the Company, to share, on a pro rata basis with the other holders of Common Shares, the net assets of the Company, upon liquidation, dissolution or winding up of the Company. The Common Shares are not subject to call or assessment nor do they carry any pre-emptive or conversion rights. There are no provisions attached to such shares for redemption, purchase for cancellation, surrender or sinking or purchase funds.

As of December 24, 2025, 28,057,268 Common Shares were issued and outstanding.

As of the date hereof, the Company also has 743,977 Options, 6,194,842 Warrants, CAD$42,990,300 principal amount of convertible debentures, and 181,714 restricted share units issued and outstanding. See the notes to the Company’s audited financial statements for the year ended September 30, 2025 for additional information regarding the Company’s convertible securities.

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares trade on the CSE under the symbol “HODL”. The Common Shares traded on the OTCQB until September 8, 2025 and on September 9, 2025, the Common Shares began trading on the NASDAQ.

The following table sets forth, on a monthly basis, the reported high and low sale prices (which are not necessarily closing prices) and the aggregate volume of trading of the Common Shares on the CSE during the financial year ended September 30, 2025.

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Prior Sales

During the financial year ended September 30, 2025 with respect to each class of securities of the Company that is outstanding as of the date of this AIF and not listed or quoted on a marketplace, the Company issued the following securities:

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(1) All figures are on a pre-Consolidation basis.

(2) Dollar amounts are in CAD, unless otherwise indicated.

ESCROWED SECURITIES

To the Company’s knowledge, no securities of the Company are held in escrow or are subject to a contractual restriction.

DIRECTORS AND OFFICERS

The following table sets forth for each director and executive officer of the Company as at the date of this AIF, each such individual’s name, province or state and country of residence, position(s) held with the Company, principal occupation(s) for the last five years, if currently a director, period(s) during which such individual has served as a director of the Company, and the number and percentage of issued and outstanding Common Shares beneficially owned, or controlled or directed, directly or indirectly, by such individual (for avoidance of doubt, excluding any convertible securities in the capital of the Company held by such individual). The statements as to principal occupation(s) for the last five years of, and the number and percentage of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by, the directors and executive officers of the Company are in each instance based upon information furnished by the individuals concerned. All directors of the Company hold office until the next annual meeting of shareholders of the Company or until their successors are elected or appointed.

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Notes:

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As of the date hereof, the directors and executive officers of the Company, as a group, beneficially owned, or controlled or directed, directly or indirectly, 1,261,129 Common Shares, representing 4.5% of the total issued and outstanding Common Shares.

During the past five years, each of the directors and officers of the Company has been engaged in his or her present principal occupations or in other executive capacities with the companies indicated opposite his name or with related or affiliated companies.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Corporate Cease Trade Orders or Bankruptcies

Other than as set out below, no director or executive officer of the Company is, as at the date hereof, or has been, within the ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that:

Douglas Harris, the Company’s Chief Financial Officer also serves as Chief Financial Officer of HYLQ (as defined below). While Mr. Harris was serving as Chief Financial Officer of HYLQ, on July 22, 2020, the Ontario Securities Commission issued a cease trade order against HYLQ for failure to file its annual financial statements and related management’s discussion and analysis and certificates for HYLQ’s fiscal year ended January 31, 2020 and for its three-month period ended April 30, 2020. HYLQ subsequently made the required filings and the cease trade order was revoked by the Ontario Securities Commission on September 9, 2020.

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Personal Bankruptcies

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

Penalties and Sanctions

As at the date hereof, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:

Conflicts of Interest

The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict is required to disclose his interest and abstain from voting on such matter in accordance with the OBCA. In appropriate cases, the Company will establish a special committee of independent non-executive directors to review a matter in which one or more directors or officers may have a conflict.

The Company notes that Douglas Harris, Chief Financial Officer of the Company, is also the Chief Financial Officer HYLQ Strategy Corp. (formerly Tony G Co-Investment Holdings Ltd.) (“HYLQ”). Mr Antanas Guoga, a significant shareholder and former director of the Company, is also a significant shareholder of HYLQ. The Company has not identified a conflict of interest to exist based on Mr. Harris’ involvement with the Company and HYLQ. The Company notes that it and HYLQ have operated in different industries and therefore there are no business opportunities which both would pursue resulting in a conflict. On June 17, 2025, Mr. Harris provided a letter to the Board identifying the procedures and controls he has put in place to address and mitigate any potential conflict of interest. The letter confirmed that Mr. Harris maintains strict confidentiality and separation of all company-specific information, records, and communications between the two organizations, that he acts solely in the best interests of each company within the scope of his respective roles, that he will recuse himself from any matters that may give rise to a material conflict of interest or involve intercompany transactions between the Company and HYLQ, and that he is fully prepared to comply with any additional direction from the boards or audit committees of either company regarding the management of any potential or perceived conflicts.

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To the best of the Company’s knowledge, and other than as disclosed herein, there are no known existing or potential material conflicts of interest between the Company or a subsidiary of the Company and any director or officer of the Company or a subsidiary of the Company, except that certain of the directors and officers serve as directors and officers of other public or private companies and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director or officer of such other companies.

PROMOTER

No person or company has within the two most recently completed financial years, or is during the current financial year, been a promoter of the Company or a subsidiary thereof.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company has not been since, and was not during, the financial year ended September 30, 2025 a party to any legal proceedings, nor has any of its property been since nor was any of its property during the financial year ended September 30, 2025 subject of any legal proceedings.

There have been no penalties or sanctions imposed against the Company by a court relating to securities legislation or by any securities regulatory authority since or during the financial year ended September 30, 2025, or any other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision, and the Company has not entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority since or during the financial year ended September 30, 2025.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as described elsewhere in this AIF, none of the directors or executive officers of the Company, nor any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued and outstanding Common Shares, nor any associate or affiliate of the foregoing persons or companies, has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar of the Company is TSX Trust Company at its principal offices located at Suite 301, 100 Adelaide St. West, Toronto, Ontario, M5H 4H1.

MATERIAL CONTRACTS

The Company is party to the following material contracts as defined in National Instrument 51-102 – Continuous Disclosure Obligations.

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INTERESTS OF EXPERTS

The Company’s current external auditor is Davidson & Company LLP, an independent registered public accounting firm, located at 1200 – 609 Granville Street, PO Box 10372, Pacific Centre, Vancouver, British Columbia, Canada V7Y 1G6. Davidson & Company LLP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia and under all relevant U.S. professional and regulatory standards, including PCAOB Rule 3520.

Davidson & Company LLP does not beneficially own, directly or indirectly, any securities; nordoes it have any interest in the property of the Company, and neither Davidson & Company LLP nor any of its directors, officers or employees is, or expects to be, elected, appointed or employed as a director, officer or employee of the Company or its associates or affiliates.

The Company’s previous auditor, Kingston Ross Pasnak LLP, resigned as auditor of the Company effective January 29, 2025, upon the Company’s request.

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ADDITIONAL INFORMATION

Additional information relating to the Company may be found under the Company’s profile on SEDAR+ at www.sedarplus.ca

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in the Company’s management information circular dated May 9, 2025 prepared in connection with the Company’s annual and special meeting of shareholders held on June 19, 2025.

Additional financial information is provided in the Company’s annual consolidated financial statements and management’s discussion and analysis for the financial year ended September 30, 2025 both of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca

AUDIT COMMITTEE DISCLOSURE

The Audit Committee is responsible for monitoring the Company’s systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents, including the Company’s annual audited financial statements and unaudited quarterly financial statements, and monitoring the performance and independence of the Company’s external auditors. The Audit Committee is also responsible for reviewing with management the Company’s risk management policies, the timeliness and accuracy of the Company’s regulatory filings and all related party transactions as well as the development of policies and procedures related to such transactions.

Audit Committee Charter

The Audit Committee Charter sets out its responsibilities and authority, procedures governing meetings, qualifications for membership and particulars governing the role of the Chair. A copy of the Audit Committee Charter is attached hereto as Appendix “A”.

Composition of the Audit Committee

National Instrument 52-110 – Audit Committees (“NI 52-110”) provides that a member of an audit committee is “independent” if the member has no direct or indirect “material relationship” with the Company, which, for the purposes of NI 52-110 means a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the member’s independent judgment. The current members of the Audit Committee are Ungad Chadda (Chair), Rubsun Ho and Luis Berruga. Each current member of the Audit Committee is “independent” within the meaning of NI 52-110,.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All of the members of the Audit Committee are “financially literate” as that term is defined. The following sets out the Audit Committee members’ education and experience that is relevant to the performance of his responsibilities as an audit committee member.

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Relevant Education and Experience

The following is a description of the education and experience of each current member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

Rubsun Ho, Director: Rubsun Ho has been a lawyer and entrepreneur for 24 years and has successfully exited two prior businesses. He was a co-founder of Cognition LLP, an alternative, virtual law firm, which sold half of its assets in 2016 to Axiom Global Inc., the world’s largest alternative legal services provider. He currently remains a partner in Caravel Law PC (the rebranded remaining half of Cognition), which has grown to over 90 lawyers across three provinces. He was also the co-founder and CEO of Crowdmatrix Inc., a registered Exempt Market Dealer and one of the first investment crowdfunding platforms in Canada. Crowdmatrix was sold to Kognitiv Corporation in 2019, where Rubsun remains as Head of Trading Compliance. Before Cognition, Rubsun was VP of Business Development at Wysdom Inc., where he helped raise USD$57 million in financing for the wireless Internet startup. He started his legal career as a securities law associate in the Toronto and New York offices of Stikeman Elliott. Rubsun has a Bachelor of Commerce from McGill University and a Bachelor of Laws from the University of Toronto.

Ungad Chadda, Director: Ungad Chadda is a highly experienced capital markets executive, known for his leadership at the Toronto Stock Exchange (TSX), where he oversaw listings and drove market growth. He brings expertise in financial markets, corporate governance, M&A, and regulatory strategy. Ungad earned his Chartered Professional Accountant (CPA) while working at Ernst and Young LLP, has a B.COM from McMaster University, and is a graduate of the Rotman School of Management, Director Education Program and a member of the Institute of Corporate Directors, ICD.D.

Luis Berruga, Director: Luis Berruga is an accomplished asset management executive and Founder & Managing Partner of LBS Capital, a boutique investment firm specializing in wealth management and ETFs. Previously, as CEO and Chairman of Global X ETFs, he grew assets under management from $10B to $40B in the US and $80B globally over five years. Luis has held positions at Jefferies’ Financial Institutions Group and Morgan Stanley, advising boards on strategic transactions. He currently serves as an independent director for SOL Strategies, KraneShares, and Tidal Financial Group. Luis holds an MBA from Northwestern University’s Kellogg School of Management, a degree in Telecommunications Engineering from Universidad Politecnica de Madrid, and corporate governance certification from Wharton.

Reliance on Certain Exemptions

The Company is a “venture issuer” for the purposes of NI 52-110. Accordingly, the Company is relying upon the exemption in section 6.1 of NI 52-110 providing that the Company is exempt from the application of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

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Audit Committee Oversight

At no time since the Company’s formation, has any recommendation of the audit committee to nominate or compensate an external auditor not been adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services, as described in the Audit Committee Charter.

External Auditor Service Fees

The following fees were incurred by the Company for the financial years ended September 30, 2025 and 2023 for professional services rendered to the Company:

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Notes:

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APPENDIX “A”

AUDIT COMMITTEE CHARTER

SOL STRATEGIES INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee (the “Committee”) is a standing committee of the board of directors (the “Board”) of SOL Strategies Inc. (the “Company”). The Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Company. This Charter shall govern the operations of the Committee.

The Committee’s primary duties and responsibilities are to:

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the external auditors, as well as any officer of the Company, or outside counsel for the Company, to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to the books and records of the Company and has the authority to retain, at the expense of the Company, special legal, accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval.

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part 4 of this Charter.

The Committee shall have the authority to:

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financial position of the Company. The Committee shall also satisfy itself that, in the case of the annual financial statements, the audit function has been effectively carried out by the auditors and, in the case of the interim financial statements, that the review function has been effectively carried out.

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within International Financial Reporting Standards that were discussed with management, their ramifications, and the external auditors’ preferred treatment and material written communications between the Company and the external auditors.

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.

The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board.

The Committee shall be granted unrestricted access to all information regarding the Company that is necessary or desirable to fulfill its duties and all directors, officers and employees of the Company will be directed to cooperate as requested by members of the Committee.

This Charter is a broad policy statement and is intended to be part of the Committee’s flexible governance framework. While the Charter should comply with all applicable laws, regulations and listing requirements and the Company’s articles and by-laws, this Charter does not create any legally binding obligations on the Committee, the Board or the Company. The terms of this Charter are not intended to give rise to civil liability on the part of the Company or its directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

The Board may, from time to time, and to the extent permitted by applicable law, permit departures from the terms of this Charter, either prospectively or retrospectively.

It is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate or comply with applicable accounting standards, as applicable, and other applicable requirements. These are the responsibilities of management and the external auditors. The Committee, however, will consider whether these annual financial statements are complete, consistent with information known to the members of the Committee, and reflect appropriate accounting principles.

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The role of the Committee is to provide broad oversight of the financial, risk and control related activities of the Company and are specifically not accountable or responsible for the day to day operation or performance of such activities. Although the designation of a member of the Committee as having accounting or related financial expertise for disclosure purposes is based that individual’s education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and Board in the absence of such designation. Rather, the role of a member of the Committee who is identified as having accounting or related financial expertise, like the role of all members of the Committee, is to oversee the process, not to certify or guarantee the internal or external audit of the Company’s financial information or public disclosure.

Approved by the Board on October 2, 2024.

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SCHEDULE A

SOL STRATEGIES INC.

POSITION DESCRIPTION FOR THE CHAIR OF THE AUDIT COMMITTEE

The Chair of the Committee shall be an independent director who is selected by the Board or designated by a majority vote of the Committee to act as the leader of the Committee in assisting the Board in fulfilling its financial reporting and control responsibilities to the shareholders of the Company.

The Chair will be selected from amongst the members of the Committee. For greater certainty, the Chair shall be “independent” and “financially literate” as defined in National Instrument 52-110 – Audit Committees.

The Chair will be selected annually at the first meeting of the Board following the annual general meeting of shareholders or designated by a majority vote of the Committee.

The following are the primary responsibilities of the Chair:

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as well as to monitor the relationship between the Company and the independent auditors to ensure independence;

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-60-

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SCHEDULE B

SOL STRATEGIES INC.

NATIONAL INSTRUMENT 52-110 AUDIT COMMITTEES (“NI 52-110”)

Section 1.4 — Meaning of Independence

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-61-

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Section 1.5 — Additional Independence Requirements for Audit Committee Members

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SCHEDULE C

SOL STRATEGIES INC.

PROCEDURES FOR APPROVAL OF NON-AUDIT SERVICES

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