Exhibit 99.1
INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025
(Expressed in Canadian Dollars)
Exhibit 99.1
INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025
(Expressed in Canadian Dollars)
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying interim unaudited condensed financial statements of Sol Strategies Inc. (formerly Cypherpunk Holdings Inc.) (the “Company”) for the three months ended December 31, 2025 (the “Interim Statements”) were prepared by management in accordance with International Financial Reporting Standards. The most significant of these standards have been set out in the note 2 of these Interim Statements. Any applicable changes in accounting policies have also been disclosed in these financial statements. Management acknowledges responsibility for the preparation and presentation of the financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.
The Board of Directors is responsible for ensuring management fulfills its financial reporting responsibilities and for reviewing and approving the financial statements together with other financial information. The Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process, and the period end financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate control over its financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on “Internal Control Over Financial Reporting Guidance for Smaller Public Companies” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as at December 31, 2025.
CONCLUSION RELATING TO DISCLOSURE CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as defined in the National Instrument 52-109. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of the Company’s disclosure controls and procedures were effective as at December 31, 2025.
NOTICE TO READER
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying Interim Statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these Interim Statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of financial statements by an entity’s auditor.
SOL STRATEGIES INC.
INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
(EXPRESSED IN CANADIAN DOLLARS)
| December 31, | | September 30, | |||
2025 | 2025 | |||||
Assets |
| |
| | ||
Cash and cash equivalents (note 3) | $ | | $ | | ||
Prepaid expenses and accounts receivable (note 4) |
| |
| | ||
Income tax recoverable (note 21) |
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| | ||
| |
| | |||
Cryptocurrencies (note 5) |
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Intangible assets (note 6) |
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Fixed assets (note 7) |
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Investments (note 8) |
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$ | | $ | | |||
Liabilities |
| |
| | ||
Accounts payable and accrued liabilities (notes 9 and 17) | $ | | $ | | ||
Credit facilities (note 10) |
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Convertible debentures (note 11) |
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| |
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Long-term liabilities |
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Convertible debentures (note 11) |
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Deferred tax liability (note 21) |
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Shareholders’ Equity |
| |
| |||
Capital stock (note 12) |
| |
| | ||
Reserves (notes 11, 13, 14 and 15) |
| |
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Accumulated other comprehensive (loss) income |
| ( |
| | ||
Accumulated deficit |
| ( |
| ( | ||
| |
| | |||
$ | | $ | | |||
Nature of operations and going concern (note 1)
Contingent liabilities (note 18)
Subsequent events (note 23)
SIGNED ON BEHALF OF THE BOARD
“Ungad Chadda” | “Rubsun Ho” | |
Director | Director |
Page 1
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
INTERIM CONDENSED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, | | 2025 | | 2024 | ||
Validation service income - net (note 16) | $ | | $ | | ||
Staking rewards (note 16) |
| |
| | ||
Realized (loss) gain on dispositions of cryptocurrencies (note 5) |
| ( |
| | ||
Dividend income |
| |
| — | ||
Other income |
| |
| | ||
Realized (loss) gain on investments (note 8) |
| ( |
| ( | ||
| ( |
| | |||
Expenses |
| |
| | ||
Amortization (note 6 and 7) |
| |
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Share based compensation (notes 13 and 17) |
| |
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Professional fees (note 17) |
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Interest expense and accretion |
| |
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Consulting fees (note 17) |
| |
| | ||
Investor relations |
| |
| | ||
General and administrative |
| |
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Listing fees |
| |
| | ||
Foreign exchange loss (gain) |
| ( |
| ( | ||
Director fees (note 17) |
| |
| | ||
| |
| | |||
(Loss) income before taxes |
| ( |
| | ||
Provision for income tax (recovery) (note 21) |
| — |
| | ||
Income tax (recovery) expense |
|
| | |||
Net (loss) income for the period |
| ( |
| | ||
Other comprehensive income |
|
| ||||
Unrealized (loss) gain on cryptocurrencies (note 5) |
| ( |
| | ||
Total comprehensive (loss) income | $ | ( | $ | | ||
Net (loss) income per share (note 12(c)) |
| |
| | ||
Basic | $ | ( | $ | | ||
Diluted | $ | ( | $ | | ||
Weighted average number of shares outstanding (note 12(c)) |
| |
| | ||
Basic |
| |
| | ||
Diluted | |
| | |||
Page 2
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(EXPRESSED IN CANADIAN DOLLARS)
| | | | Accumulated | | | |||||||||||
Other | |||||||||||||||||
Common | Capital | Comprehensive | |||||||||||||||
Shares | Stock | Reserves | (Loss) Income | Deficit | Total | ||||||||||||
Balance, September 30, 2024 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Share based compensation (note 13) |
| — |
| — |
| |
| — |
| — |
| | |||||
Options exercised (note 13) |
| |
| |
| — |
| — |
| — |
| | |||||
Fair value of options exercised (note 13) |
| — |
| |
| ( |
| — |
| — |
| — | |||||
Warrants issued for acquisitions (note 5) |
| — |
| — |
| |
| — |
| — |
| | |||||
Warrants exercised |
| |
| |
| — |
| — |
| — |
| | |||||
Fair value of warrants exercised |
| — |
| |
| ( |
| — |
| — |
| — | |||||
Shares issued for acquisitions (note 6) |
| |
| |
| ( |
| — |
| — |
| | |||||
Shares to be issued for acquisitions (notes 6 and 15) |
| — |
| — |
| |
| — |
| — |
| | |||||
RSUs converted for shares |
| |
| |
| ( |
| — |
| — |
| — | |||||
Interest paid with common shares |
| |
| |
| — |
| — |
| — |
| | |||||
Shares issued upon conversion of convertible debt (note 11) |
| |
| |
| — |
| — |
| — |
| | |||||
Convertible debenture, equity component (note 11) |
| — |
| — |
| |
| — |
| — |
| | |||||
Net loss for the year |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Transfer of historical unrealized gains on disposal of Bitcoin (note 6) |
| — |
| — |
| — |
| |
| ( |
| — | |||||
Other comprehensive income (note 5) | — |
| — |
| — |
| |
| — |
| | ||||||
Balance, September 30, 2025 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Share based compensation | — | — | | — | — | | |||||||||||
Units issued for LIFE offering (note 12) | | | — | — | — | | |||||||||||
Warrant value on the LIFE offering (note 14) | — | ( | | — | — | — | |||||||||||
ATW convertible debt conversions (note 11) | | | — | — | — | | |||||||||||
Shares issued acquisitions - Cogent (notes 6 and 15) | | | ( | — | — | — | |||||||||||
Shares issued acquisitions - OrangeFin (notes 6 and 15) | | | ( | — | — | — | |||||||||||
Share issue costs (commissions) | — | ( | — | — | — | ( | |||||||||||
Share issue costs (warrants) | — | ( | | — | — | — | |||||||||||
Share issue costs (legal) | — | ( | — | — | — | ( | |||||||||||
Net loss for the period | — | — | — | — | ( | ( | |||||||||||
Other comprehensive income (note 5) | — | — | — | ( | — | ( | |||||||||||
Balance, December 31, 2025 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Page 3
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ending December 31, | | 2025 | | 2024 | ||
Cash and cash equivalents (used in) provided by: |
| |
| | ||
Operating activities |
| |
| | ||
Income (loss) for the period | $ | ( | $ | | ||
Adjustments for: |
| |
| | ||
Staking and validating income |
| ( |
| ( | ||
Realized gain on dispositions of cryptocurrencies |
| |
| ( | ||
Realized (gain) loss on investments |
| |
| | ||
Share-based compensation |
| |
| | ||
Accretion |
| |
| — | ||
Amortization |
| |
| | ||
Foreign exchange loss (gain) |
| ( |
| — | ||
Expenses paid in cryptocurrencies |
| ( |
| — | ||
Net change in non-cash working capital items: |
| |
| | ||
Receivables and prepaid expenses |
| ( |
| ( | ||
Accounts payable and accrued liabilities |
| ( |
| | ||
Income tax recoverable/payable |
| — |
| | ||
Cash used in operating activities |
| ( |
| ( | ||
Financing activities |
| |
| | ||
Gross proceeds from LIFE Offering | | — | ||||
Share issue costs | ( | — | ||||
Proceeds from loan | | — | ||||
Shares issued to acquire intangible assets | — | | ||||
Cryptocurrencies used to acquire intangible assets | — | | ||||
Proceeds from exercise of options and warrants | — | | ||||
Fair value of future share considerations to acquire intangible assets | — | | ||||
Deferred share issuance to acquire intangible assets | — | | ||||
Credit facility proceeds (net) | ( | | ||||
Cash from financing activities |
| |
| | ||
Investing activities |
| |
| | ||
Purchase of cryptocurrencies |
| ( |
| ( | ||
Proceeds from sale of cryptocurrencies |
| |
| | ||
Purchase of assets |
| — |
| ( | ||
Sale/redemption of investments |
| — |
| | ||
Cash used in investing activities |
| ( |
| ( | ||
Change in cash and cash equivalents |
| ( |
| ( | ||
Cash and cash equivalents, beginning of the period |
| |
| | ||
Cash and cash equivalents, end of the period | $ | | $ | | ||
Page 4
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
1.NATURE OF OPERATIONS AND GOING CONCERN
Sol Strategies Inc. (the “Company” or “Sol Strategies”) is a publicly listed company incorporated in Canada under the legislation of the Province of Ontario. The registered office of the Company is located at 217 Queen St W #401, Toronto, ON M5V 0R2. Since February 4, 2019, the Company’s common shares trade on the Canadian Securities Exchange (“CSE”) under the trading symbol “HODL”.
The Company is dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem. During the year ended September 30, 2024, the Company pivoted its strategy to focus on the Solana blockchain ecosystem, leveraging its high-performance infrastructure and scalability. This shift included holding Solana tokens (“SOL”) as a core balance sheet asset, operating validators, and developing staking tools paired with compliance frameworks. The Company’s mission is to operate secure validators that leverage Solana’s high transaction speed, throughput, and ecosystem to deliver long-term value for both users and investors. The Company is committed to developing unique technologies that optimize staking efficiency and accessibility, further strengthening Solana’s position as a leading blockchain for institutional and enterprise applications. Reflecting this strategic pivot, the Company rebranded from Cypherpunk Holdings Inc. to SOL Strategies Inc. on September 9, 2024. The Company’s cryptocurrencies and related investments may be subject to significant fluctuations in value and are subject to risks unique to the asset class and different from traditional financial assets (note 20). Additionally, during the three months ended December 31, 2025, certain assets were held in cryptocurrency exchanges or with custodians that are limited in oversight by regulatory authorities.
Basis of Presentation
These unaudited interim condensed financial statements for the three months ended December 31, 2025 (the “Interim Statements”) have been prepared and presented on a going concern basis. The Company has sufficient cash and cash equivalents and other assets to supports its operations for the next twelve months from the date of the issuance of the Interim Statements.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
The Company applies IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These Interim Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB.
The policies applied in these Interim Statements are based on IFRSs issued and outstanding as of February 17, 2026, the date the Board of Directors approved the Interim Statements. The same accounting policies and methods of computation are followed in these Interim Statements as compared with the most recent audited annual financial statements as at and for the year ended September 30, 2025. Any subsequent changes to IFRS that are given effect in the upcoming Company’s audited annual financial statements for the year ending September 30, 2026 could result in restatement of these Interim Statements for the three months ended December 31, 2025.
Income
Income is earned primarily from staking and validating SOL. The Company also earns interest income and dividend income.
Validating income
The Company operates validator nodes on the SOL blockchain and earns staking rewards in the form of SOL.
Validator Node income is earned as transactions are validated on a blockchain. The Company performs validation services for SOL owned by third parties and its own SOL delegated to the Company’s validators. The validation services contribute to the security and functionality of the SOL network. In exchange, the Company receives a commission based on a pre-agreed percentage of the rewards earned by those validations. The Company receives rewards for these services provided to the blockchain (“the service”) and recognizes these rewards as validator income as they are received. The blockchain token rewards are only earned when the Company validates transactions that take place on the blockchain. When a transaction is validated by the Company’s node, rewards are deposited to the Company’s account.
Page 5
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The Company provides the service to the SOL Network (“the network”) and therefore the Company has determined there is no identifiable customer. In addition, because the network automatically distributes rewards; no party promises to pay consideration and no party is obligated to deliver a service. Therefore, there is no identifiable contract. The validator node rewards do not arise from contracts with customers and therefore are considered outside the scope of IFRS 15.
Other income is recognized based on the reward received in the form of digital assets. This is considered a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the reward received is determined using the quoted price of the digital asset at the time of receipt.
Staking income
For SOL held by the Company and delegated to the validator nodes it owns and operates, the Company is entitled to the full amount of staking rewards earned, at the same rate as any third-party SOL delegated to its Validators. Because both the delegated SOL and the validator infrastructure are under the Company’s control, these rewards do not arise from contracts with customers and are therefore outside the scope of IFRS 15. Staking rewards on self-delegated SOL are recognized as staking income or gains from digital asset activities, measured at the fair value of the SOL received in the period the entitlement to the reward is established. SOL rewards are calculated and distributed automatically by the SOL protocol at the end of each Epoch, each of which lasts approximately two to three days.
The Company applies the revaluation model to cryptocurrencies classified as intangible assets. Management has concluded that an active market exists for these assets, based on the availability of quoted prices in accessible, liquid markets with sufficient trading volume. The determination of whether an active market exists represents a critical accounting judgment and is reassessed at each reporting date.
Dividend income
Dividends are received from financial assets measured at fair value through profit or loss (FVTPL). Dividends are recognized when the right to receive payment is established
Derivative Instruments – Option Premiums
The Company enters into option contracts as part of its treasury management activities. Option premiums received on written options are initially recognized as cash and a corresponding derivative liability, measured at fair value through profit or loss. The derivative liability is re-measured at each reporting date, with changes in fair value recognized in the statement of profit or loss.
Where an option contract expires unexercised, the related derivative liability is derecognized and the premium previously received is recognized as income in profit or loss. The cash proceeds from expired option contracts remain within cash and cash equivalents. Option contracts that remain outstanding at the reporting date continue to be presented as derivative liabilities measured at fair value, with the related cash premium received included in cash and cash equivalents on the balance sheet.
Future Share Issuances
The Company enters into arrangements to acquire certain assets for which the consideration includes the future issuance of equity instruments. When the goods or services received do not constitute a business as defined in IFRS 3 Business Combinations, the transaction is accounted for as a share-based payment in accordance with IFRS 2 Share-based Payment. The fair value of the equity instruments to be issued is measured at the grant date and recognized as the cost of the acquired assets, with a corresponding increase in equity. Where the fair value of the equity instruments cannot be reliably measured, the transaction is measured by reference to the fair value of the assets acquired. During the year ended September 30, 2025, the Company entered into several asset acquisition transactions involving future share issuances (Refer to Notes 6 and 15).
Page 6
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
3.CASH AND CASH EQUIVALENTS
The balance consists of funds in cash and banks immediately available for use in the Company’s operations. There were
| December 31, 2025 | | September 30, 2025 | |||
Cash in banks | $ | | $ | | ||
$ | | $ | | |||
4.PREPAID EXPENSES AND ACCOUNTS RECEIVABLE
The balances are comprised as follows:
| December 31, 2025 | | September 30, 2025 | |||
Accounts receivable | $ | | $ | | ||
Prepaid expenses |
| |
| | ||
$ | | $ | | |||
5.CRYPTOCURRENCIES
Cryptocurrencies are digital assets that are typically part of a decentralized system of recording transactions, new digital assets are issued based on reliance on cryptography to secure its transactions, to control the creation of additional digital assets, and to verify the transfer of assets.
The balance of cryptocurrencies at cost and at market value, is as follows:
| Quantity | | Cost (USD) (a) | | Cost (CAD) (a) | | Market Value | ||||
Solana |
| | $ | | $ | | $ | | |||
JTO |
| |
| |
| |
| | |||
jitoSOL | | | | | |||||||
laineSOL | | | | | |||||||
Balance at December 31, 2025 | $ | | $ | | $ | | |||||
| Quantity | | Cost (USD) (a) | | Cost (CAD) (a) | | Market Value | ||||
SOL |
| | $ | | $ | | $ | | |||
JTO |
| |
| |
| |
| | |||
Balance at September 30, 2025 |
| $ | | $ | | $ | | ||||
| (a) | The cost is determined as the historical weighted average cost of the cryptocurrencies acquisitions and disposals. |
Page 7
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The activity of the Company’s cryptocurrencies, excluding digital assets posted as collateral with third parties, for the year ended September 30, 2025 and the three months ended December 31, 2025 is as follows:
Balance at September 30, 2024 | $ | | |
Cash purchases |
| | |
Cash sales |
| ( | |
Purchases made with cryptocurrencies |
| | |
Sales made with cryptocurrencies |
| ( | |
Gain on cash sales |
| | |
Gain on cryptocurrency traded for cryptocurrency |
| | |
Staking and validating income before cost of sales paid in fiat |
| | |
Expenses paid in cryptocurrencies |
| ( | |
Investment income received in cryptocurrencies |
| | |
Other income |
| | |
Cryptocurrencies posted as collateral |
| ( | |
Cryptocurrency collateral returned |
| | |
Foreign exchange gain |
| | |
Change in fair value |
| | |
Balance at September 30, 2025 | $ | | |
Cash purchases | | ||
Cash sales | ( | ||
Gain on cash sales | ( | ||
Purchases made with cryptocurrencies | | ||
Sales made with cryptocurrencies | ( | ||
Gain on cryptocurrency traded for cryptocurrency | ( | ||
Staking and validating income before cost of sales paid in fiat | | ||
Expenses paid in cryptocurrencies | ( | ||
Other income | | ||
Cryptocurrencies posted as collateral | ( | ||
Cryptocurrency collateral returned | | ||
Sol held at validator | ( | ||
Foreign exchange gain | ( | ||
Change in fair value | ( | ||
Balance at December 31, 2025 | $ | |
During the year ended September 30, 2025 the Company resumed its treasury management investment strategy to generate income on its cryptocurrency assets, previously executed intermittently during the years ended September 30, 2024 and 2023, which required collateral to be posted to over-the-counter traders to execute trades (see Note 20). During the years ended September 30, 2025 and 2024, the treasury management investment strategy involves selling covered European call options (each, an “Option”) on OTC markets. The Company recognizes premium income upon the sale of an Option. In the event the Option expires in-the-money, the Company’s underlying Bitcoin used as collateral to sell the Option are sold at the strike price of the Option. The strategy was discontinued prior to the end of fiscal 2025.
During the three-month period ended December 31, 2025, the Company entered into a cryptocurrency-backed credit facility with Kamino Finance (“Kamino”) which required collateral to be posted to Kamino (see Note 10).
Page 8
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The activity of the Company's cryptocurrencies posted as collateral during the year ended September 30, 2025 and the three months ended December 31, 2025, is as follows:
Balance at September 30, 2024 | | $ | — |
Cryptocurrencies posted as collateral |
| | |
Cryptocurrency collateral returned |
| ( | |
Gain on sales |
| | |
Balance at September 30, 2025 | $ | — | |
Cryptocurrencies posted as collateral |
| | |
Change in fair value | ( | ||
Balance at December 31, 2025 | $ | |
6.INTANGIBLE ASSETS
Cost, Intangible Assets | | Total | |
Balance September 30, 2024 | $ | — | |
Additions | | ||
Balance, September 30, 2025 and December 31, 2025 |
| | |
Accumulated Amortization and Impairment | | | |
Balance September 30, 2024 |
| — | |
Amortization (1) |
| ( | |
Impairment losses |
| ( | |
Balance September 30, 2025 |
| ( | |
Amortization (1) | ( | ||
Balance, December 31, 2025 | $ | ( |
Net book value | | | |
Balance September 30, 2024 |
| — | |
Balance, September 30, 2025 | — | ||
Balance, December 31, 2025 | $ | |
| (1) | The intangible assets are amortized on a straight-line basis over five ( |
During the year ended September 30, 2025, the Company acquired certain intangible assets operating as Cogent Crypto (“Cogent”), OrangeFin Ventures LLC (“OrangeFin”) and Laine, resulting in an increase in the amount of Solana being validated by the Company.
The Company acquired
The Company acquired
Page 9
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The Company acquired
The purchase price and net assets of the Cogent Asset acquisition are as follows:
| As of | ||
November 24, 2024 | |||
Purchase price | |||
Cash consideration(1) | $ | | |
Value of |
| | |
Value of |
| | |
Transaction costs |
| | |
$ | | ||
Net assets acquired |
| | |
Intangible assets |
| | |
$ | | ||
| (1) | USD$ |
| (2) |
| (3) |
The purchase price and net assets of the OrangeFin Asset acquisition are as follows:
| As of | ||
December 31, 2024 | |||
Purchase price |
| | |
Cash consideration(1) | $ | | |
Value of |
| | |
Value of future share consideration(3) |
| | |
Transaction costs |
| | |
$ | | ||
Net assets acquired |
| | |
Intangible assets |
| | |
$ | | ||
| (1) | USD$ |
| (2) |
| (3) | Present value of USD$ |
Page 10
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The purchase price and net assets of the Laine Asset acquisition are as follows:
| As of | ||
March 31, 2025 | |||
Purchase price | |||
Cash consideration(1) | $ | | |
Value of |
| | |
Value of |
| | |
Value of |
| | |
Transaction costs |
| | |
$ | | ||
Net assets acquired |
| | |
Intangible assets |
| | |
$ | | ||
| (1) | $ |
| (2) |
| (3) |
| (4) |
See also note 15.
Impairment of Intangible Assets (Validator Nodes)
In accordance with IAS 36 Impairment of Assets, the Company assesses at each reporting date whether there is any indication that an intangible asset may be impaired. During the year ended September 30, 2025, indicators of impairment were identified for the validator nodes (“the assets”). These indicators included:
| - | Declines in the underlying delegated Solana; |
| - | Increased network competition leading to downward pressure of commission rates; and |
| - | Uncertainty regarding long-term validator economics |
As a result, the Company performed an impairment test for the affected intangible assets.
Recoverable amount and valuation methodology
The recoverable amount of the assets was determined as the value in use, calculated using discounted future cash flows from expected validator rewards and transaction fees, less attributable operating and staking costs. Management used a weighted model approach using three separate models weighted by likelihood in order to determine a value in use that is deemed most likely by management. Key assumptions used in the value-in-use calculations included:
| - | Level of cashflows expected to be received from the validator nodes; |
| - | Level of SOL expected to be delegated to the validator nodes; |
| - | Price of Solana during the forecasted period; and |
| - | Likelihood weighting for each model |
Management believes that these assumptions reflect the best estimates of economic conditions and protocol-related developments at the reporting date.
Page 11
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
Impairment loss recognized
As a result of the impairment testing, an impairment loss of $
Following the impairment, the carrying amount of the validator node intangible assets was reduced to their recoverable amount of $
Sensitivity analysis
Management has performed a sensitivity analysis on key assumptions. A change in the key assumptions listed below would result in further impairment of the CGUs:
| ● | A decrease of |
| ● | A decrease of |
| ● | A decrease of |
| ● | An increase of |
Management considers these assumptions to be reasonably possible changes.
Remaining useful life
No change has been made to the estimated useful lives of validator node intangible assets during the year. The useful lives of these assets remain at
7.FIXED ASSETS
The fixed asset continuity schedule for the year ended September 30, 2025 and the three-months ended December 31, 2025 is as follows:
Cost, Computer Hardware | | Total | |
Balance September 30, 2024 | $ | | |
Additions |
| | |
Balance, September 30, 2025 and December 31, 2025 |
| | |
Accumulated Amortization | | |
Balance September 30, 2024 |
| |
Amortization |
| |
Balance, September 30, 2025 |
| |
Amortization | | |
Balance, December 31, 2025 | |
Net book value | | | |
Balance September 30, 2024 |
| — | |
Balance, September 30, 2025 | | ||
Balance, December 31, 2025 | $ | |
Page 12
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
8.INVESTMENTS
Equity Investments
The Company’s investments in equity instruments are classified as FVTPL and are carried at fair value. The detail is as follows:
| | December 31, | | | September 30, | |||||
Quantity | 2025 | Quantity | 2025 | |||||||
Chia Network Inc. (a) |
| | $ | |
| | $ | | ||
NGRAVE NV (b) |
| — |
| — |
| |
| | ||
$ | | $ | | |||||||
| (a) | During the year ended September 30, 2021, pursuant to the Company’s Simple Agreement for Future Equity (“SAFE”) investment in Chia Network Inc. (“Chia”), the Company received |
| (b) | During the year ended September 30, 2022, the Company’s convertible loan to NGRAVE NV (“NGRAVE”) was converted into common shares of NGRAVE pursuant to its convertible loan agreement which resulted in the Company receiving |
The activity of investments for the year ended September 30, 2025 and the three months ended December 31, 2025 is as follows:
Balance, September 30, 2024 | $ | | |
Proceeds from sales (net) |
| ( | |
Realized loss on sale of investments |
| ( | |
Balance, September 30, 2025 | $ | | |
Realized loss on investment |
| ( | |
Balance, December 31, 2025 | $ | |
9.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The balances are comprised as follows:
| December 31, | | September 30, | |||
2025 | 2025 | |||||
Trade accounts payable | $ | | $ | | ||
Accrued liabilities |
| |
| | ||
Accrued interest (1) |
| |
| | ||
$ | | $ | | |||
| (1) | Includes $ |
Page 13
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
10.CREDIT FACILITIES
The continuity of the credit facilities is as follows:
Unsecured | |||||||||
Credit | Kamino | ||||||||
| Facility | | Facility | | Total | ||||
Balance, September 30, 2024 | $ | — | $ | — | $ | — | |||
Advances to Company |
| |
| — |
| | |||
Repayments during the year |
| ( |
| — |
| ( | |||
Balance, September 30, 2025 | $ | | $ | — | $ | | |||
Advances to Company | — | | | ||||||
Repayments during the year | ( | — | ( | ||||||
Balance, December 31, 2025 | $ | | $ | | $ | | |||
The Unsecured Credit Facility
During the year ended September 30, 2025, the Company entered into an unsecured, revolving demand credit facility (the “Unsecured Credit Facility”) with its former Chairman, Mr. Antanas Guoga (the “Lender”). Under the terms of the Unsecured Credit Facility, the Lender agreed to make available to the Company up to $
During the three-month period ended December 31, 2025, the Company repaid $
For the three months ended December 31, 2025, interest expense of $
On December 31, 2025 the Company announced an agreement to repay the Unsecured Credit Facility under the following terms:
The Kamino Facility
During the three months ended December 31, 2025, the Company entered into a cryptocurrency-backed credit facility with Kamino Finance, a decentralized lending protocol on the Solana blockchain (the “Kamino Facility”). Under the terms of the Kamino Facility, the Company deposited cryptocurrency assets as collateral to borrow PYUSD (PayPal USD stablecoin).
The Kamino Facility is a smart contract-based lending arrangement that allows the Company to maintain exposure to its cryptocurrency holdings while accessing stablecoin liquidity. Interest accrues continuously at approximately
The facility operates on an over-collateralized basis with automated liquidation mechanisms. If the LTV ratio exceeds the liquidation threshold of
The Kamino Facility does not have a fixed maturity date, and the Company may repay the borrowed amount at any time without penalty. The Company may also add or withdraw collateral subject to maintaining the required collateralization ratios.
Page 14
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
At December 31, 2025, the Company had transferred
For the three months ended December 31, 2025, interest expense of $
11.CONVERTIBLE DEBENTURES
During the year ended September 30, 2025, the Company raised $
First Private Placement and Second Private Placement
On January 16, 2025, the Company closed a private placement financing of $
On January 24, 2025, the Company closed a private placement financing of $
Page 15
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The present value of the liability component and the equity components of the First Private Placement and Second Private Placement were allocated as follows:
| First | | Second | | |||||
Private | Private | ||||||||
Placement | Placement | Total | |||||||
Closing date |
| January 16, 2025 |
| January 21, 2025 |
| | |||
Principal | $ | | $ | | $ | | |||
Interest rate |
| | % |
| | % |
| — | |
Interest payments |
| Semi-annual |
| Semi-annual |
| — | |||
Market rate, unsecured debt(1) |
| | % |
| | % |
| — | |
Conversion price of debenture | $ | | $ | |
| — | |||
Warrants |
| |
| |
| | |||
Warrant price | $ | | $ | |
| — | |||
Underlying price, commn shares | $ | | $ | |
| — | |||
Risk free rate(2) |
| | % |
| | % |
| — | |
Volatility |
| | % |
| | % |
| — | |
Allocation at closing | |||||||||
Liability component |
| |
| |
| | |||
Deferred tax liability |
| |
| |
| | |||
Equity component, warrants(3),(4) |
| |
| |
| | |||
Equity component, conversion feature(4) |
|
|
| ||||||
$ | | $ | | $ | | ||||
| 1) | Source Federal Reserve Economic Data, ICE BofA CCC & Lower US High Yield Index Effective Yield. |
| 2) | Sources: Bank of Canada 5-year benchmark rate. |
| 3) | Valued using the Black-Scholes option pricing model. |
| 4) | Pursuant to IFRS Standard IAS 32, where an instrument contains a liability and equity component, the liability component should be determined first, and the residual amount is equity. The Company allocated the residual equity component to the warrants, and no additional amount was allocated to the conversion option. |
During the three-months ended December 31, 2025, interest expense of $
ATW Financing
On April 23, 2025, the Company entered into an agreement with ATW Partners (the “Investor”) to establish a convertible note facility (the “Facility”) of up to USD $
| Amount | | Average Exchange | | Amount | |||
ATW Notes | US$ | Rate | CAD$ | |||||
Initial Tranche, May 1, 2025 |
| |
| |
| | ||
Conversions into common shares |
| ( |
| |
| ( | ||
Revaluation |
| — |
| — |
| | ||
Balance, September 30, 2025 | $ | |
| | $ | | ||
Conversions | ( | | ( | |||||
Revaluation | — | — | ( | |||||
Balance, December 31, 2025 | $ | | | $ | | |||
Page 16
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
Fair Value Option Election and Measurement
Management elected to designate the USD$
The rationale for electing FVO includes:
| ● | Elimination of accounting mismatches arising from currency volatility (as the Company reports in CAD). |
| ● | Avoidance of bifurcation between the debt host and embedded derivative components. |
| ● | Alignment with the Company’s risk management strategies and fair value-based performance monitoring. |
At December 31, 2025, the Company recorded a gain of $
Transaction costs of $
Fair Value Determination
Fair value of the Notes is assessed at each reporting date using observable market inputs, including exchange rates and share price movements. Changes in fair value of the Notes are recognized through profit or loss.
SOL Delegation and Staking Interest
Under the terms of the Facility, while any Notes remain outstanding, the Company is contractually obligated to delegate all Note Purchased SOL to a validator majority owned and controlled by the Company. The Notes accrue staking interest (“Staking Interest”) when the Company is entitled to receive staking rewards on the delegated Note Purchased SOL. The Company must calculate and pay any accrued staking interest amounts (“Staking Interest Amounts”) in SOL within business days following each calendar month-end to ATW’s wallet address. ATW’s entitlement to staking rewards is tiered and based on the combined outstanding principal of this Note and other notes under the Facility (the “Outstanding Principal):
| (i) |
| (ii) |
| (iii) |
| (iv) |
During the three-months ended December 31, 2025, interest expense of $
Conversions
During the three-month period ending December 31, 2025, the Company issued
Page 17
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
Liability Component of Convertible Debentures
The summary of the liability component of the convertible debentures is as follows:
| First Private | | Second Private | | | |||||||
Convertible debentures | Placement | Placement | ATW | Total | ||||||||
Balance, September 30, 2024 |
| — |
| — |
| — |
| — | ||||
Liability component |
| |
| |
| |
| | ||||
Accretion |
| |
| |
| — |
| | ||||
Conversions |
| — |
| — |
| ( |
| ( | ||||
Revaluation |
| — |
| — |
| |
| | ||||
Balance, September 30, 2025 | $ | | $ | | $ | | $ | | ||||
Accretion | | | — | | ||||||||
Conversions | — | — | ( | ( | ||||||||
Revaluation | — | — | ( | ( | ||||||||
Balance, December 31, 2025 | $ | | $ | | $ | | $ | | ||||
12.CAPITAL STOCK
a)AUTHORIZED
Unlimited common shares with a par value of $nil.
b)ISSUED
| Number of | | |||
Common Shares | Shares | Stated Value | |||
Balance, September 30, 2024 |
| | $ | | |
Shares issued for acquisitions |
| |
| | |
Conversions of Notes into common shares |
| |
| | |
Exercise of options |
| |
| | |
Exercise of warrants |
| |
| | |
Exercise of RSUs |
| |
| | |
Interest paid with common shares |
| |
| | |
Balance, September 30, 2025 |
| | $ | | |
Shares issued for LIFE Offering (Stated Value net of warrant allocation) | | | |||
Equity issuance costs | — | ( | |||
Shares issued for acquisitions | | | |||
Conversions of Notes into common shares | | | |||
Balance, December 31, 2025 | | $ | | ||
During the three-month period ended December 31, 2025, the Company completed a private placement under the listed issuer financing exemption (“LIFE”) pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions, issuing
Page 18
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
c)PER SHARE AMOUNTS
Basic and diluted earnings per share have been calculated on the basis of weighted average number of common shares outstanding as outlined below:
Three-months ended December 31, | | 2025 | | 2024 | ||
Net income for the period | $ | ( | $ | | ||
Weighted average number of shares outstanding |
| |
| | ||
Earnings per share, basic | $ | ( | $ | | ||
Weighted average number of shares outstanding |
| |
| | ||
Share based compensation dilution |
| — |
| | ||
Weighted average number of shares outstanding, diluted |
| |
| | ||
Earnings per share, diluted | $ | ( | $ | | ||
13.SHARE BASED COMPENSATION
The Company has a stock option plan (the “Plan”) in place under which it is authorized to grant options to acquire shares of the Company to directors, officers, consultants, and other key employees of the Company. The number of common shares subject to options granted under the Plan is limited to
Stock Options
During the three-month period ending December 31, 2025, the Company recognized share based compensation expense related to stock option grants of $
The Company’s option activity for the three months ended December 31, 2025, and the year ended September 30, 2025, is as follows:
Black-Scholes Assumptions | ||||||||||||||||||||||||
Options | Exercise | Expiry | Fair | Fair Value | Share Price | Risk-Free | Expected | Vesting | ||||||||||||||||
Grant Date | | Granted | | Price | | Date | | Value | | per Option | | at Grant | | Volatility | | Rate | | Life (yrs) | | Schedule | ||||
15-Oct-25 | | $ | | 15-Oct-30 | $ | | $ | | $ | | | % | | % | 1 | |||||||||
28-Aug-25 |
| | $ | | 28-Aug-30 | $ | | $ | | $ | |
| | % | | % |
| 2 | ||||||
24-Jul-25 |
| | $ | | 24-Jul-30 | $ | | $ | | $ | |
| | % | | % |
| 3 | ||||||
23-Jul-25 |
| | $ | | 23-Jul-30 | $ | | $ | | $ | |
| | % | | % |
| 3 | ||||||
3-Jun-25 |
| | $ | | 3-Jun-30 | $ | | $ | | $ | |
| | % | | % |
| 3 | ||||||
24-Apr-25 |
| | $ | | 24-Apr-30 | $ | | $ | | $ | |
| | % | | % |
| 4 | ||||||
24-Apr-25 |
| | $ | | 24-Apr-30 | $ | | $ | | $ | |
| | % | | % |
| 5 | ||||||
17-Mar-25 |
| | $ | | 17-Mar-30 | $ | | $ | | $ | |
| | % | | % |
| 6 | ||||||
17-Mar-25 |
| | $ | | 17-Mar-30 | $ | | $ | | $ | |
| | % | | % |
| 3 | ||||||
28-Feb-25 |
| | $ | | 28-Feb-30 | $ | | $ | | $ | |
| | % | | % |
| 6 | ||||||
30-Jan-25 |
| | $ | | 30-Jan-30 | $ | | $ | | $ | |
| | % | | % |
| 7 | ||||||
27-Nov-24 |
| | $ | | 27-Nov-29 | $ | | $ | | $ | |
| | % | | % |
| 7 | ||||||
29-Oct-24 |
| | $ | | 29-Oct-29 | $ | | $ | | $ | |
| | % | | % |
| 7 | ||||||
Vesting Schedule
1 - vest
2 - vest
3 - Vest in over a period of
4 - vest
Page 19
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
5 - vest
6 - Vest in equal monthly instalments over a period of
7 - Vest on the grant date
The continuity of outstanding stock options at December 31, 2025 and September 30, 2025:
| December 31, | | Weighted average | | September 30, | | Weighted average | |||
2025 | exercise price | 2025 | exercise price | |||||||
Beginning balance |
| | $ | |
| | $ | | ||
Granted |
| | $ | |
| | $ | | ||
Exercised |
| — | — |
| ( | $ | | |||
Ending balance - outstanding |
| | $ | |
| | $ | | ||
The detail of outstanding options at December 31, 2025 and September 30, 2025:
| December 31, | | | Exercise | | September 30, | | | Exercise | |||||
Expiry Date | 2025 | Exercisable | Price | 2025 | Exercisable | Price | ||||||||
November 21, 2027 |
| |
| | $ | |
| |
| | $ | | ||
August 7, 2029 |
| |
| | $ | |
| |
| | $ | | ||
October 29, 2029 |
| |
| | $ | |
| |
| | $ | | ||
November 27, 2029 |
| |
| | $ | |
| |
| | $ | | ||
January 30, 2030 |
| |
| | $ | |
| |
| | $ | | ||
February 28, 2030 |
| |
| | $ | |
| |
| | $ | | ||
March 17, 2030 |
| |
| | $ | |
| |
| | $ | | ||
March 17, 2030 |
| |
| | $ | |
| |
| | $ | | ||
April 24, 2030 |
| |
| | $ | |
| |
| | $ | | ||
April 24, 2030 |
| |
| | $ | |
| |
| | $ | | ||
June 3, 2030 |
| |
| | $ | |
| |
| | $ | | ||
July 24, 2030 |
| |
| | $ | |
| |
| | $ | | ||
July 25, 2030 |
| |
| | $ | |
| |
| | $ | | ||
August 28, 2030 |
| |
| — | $ | |
| |
| — | $ | | ||
October 15, 2030 |
| |
| | $ | |
| — |
| — | — | |||
Ending balance - outstanding |
| |
| | $ | |
| |
| | $ | | ||
At December 31, 2025,
Restricted Share Units
During the three-months ended December 31, 2025, the Company granted
During the year ended September 30, 2025, the Company granted
Page 20
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The continuity of outstanding RSUs at December 31, 2025 and September 30, 2025 is as follows:
Balance at September 30, 2024 | | $ | — |
RSUs granted |
| | |
Exercised |
| ( | |
Balance, September 30, 2025 | $ | | |
RSUs granted |
| | |
Exercised |
| — | |
Balance, December 31, 2025 | $ | |
14.WARRANTS
During the three months ended December 31, 2025, the Company issued
The fair value assigned to the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: share price of $
The continuity of outstanding warrants for the three-months ended December 31, 2025 and the year ended September 30, 2025, is as follows:
| December 31, | | Weighted average | | September 30, | | Weighted average | |||
2025 | exercise price | 2025 | exercise price | |||||||
Beginning balance |
| |
| $ | |
| — | — | ||
Issued |
| | $ | |
| | $ | | ||
Exercised |
| — | — |
| ( | $ | | |||
Ending balance |
| | $ | |
| | $ | | ||
As at December 31, 2025 there were
| December 31, | | Exercise | | September 30, | Exercise | ||||
Expiry Date | 2025 | Price | 2025 | Price | ||||||
March 17, 2028 |
| | $ | |
| | $ | | ||
January 16, 2030 |
| | $ | |
| | $ | | ||
January 21, 2030 |
| | $ | |
| | $ | | ||
October 1, 2028 | | $ | | — | — | |||||
| | $ | |
| | $ | | |||
15. | FUTURE SHARE ISSUANCE |
Cogent Asset Acquisition
During the year ended September 30, 2025, the Company acquired the Cogent Assets for consideration of USD$
Page 21
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
The future share issuances may be subject to adjustment. In the event the SOL staked to the Cogent Assets on a share issuance date has decreased more than
OrangeFin Asset Acquisition
During the year ended September 30, 2025, the Company acquired the OrangeFin Assets for consideration of USD$
Laine Asset Acquisition
During the year ended September 30, 2025, the Company acquired the Laine Assets for consideration paid at closing of $
16.STAKING AND VALIDATING INCOME
The staking and validating results for the three months ended December 31, 2025 and 2024 are as follows:
Three months ending December 31, | | 2025 | | 2024 | ||||||
| Expressed |
| Expressed in |
| Expressed |
| Expressed in | |||
| in Solana |
| Canadian Dollars |
| in Solana |
| Canadian Dollars | |||
Validator operations |
| |
| |
| |
| | ||
Validator rewards, paid in Solana |
| | $ | |
| | $ | | ||
Validator rewards received in other cryptocurrencies(1) |
| — |
| |
| — |
| — | ||
Validator fees, paid in Solana |
| — |
| — |
| ( |
| | ||
Validator fees, paid in fiat |
| — |
| ( |
| — |
| ( | ||
| |
| |
| |
| | |||
Staking rewards (Solana) |
| |
| |
| |
| | ||
Total staking and validating income |
| | $ | |
| | $ | | ||
| (1) |
17.RELATED PARTY DISCLOSURES
The Company’s related parties include its key management personnel, and any entity related to key management personnel that has transactions with the Company. Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly.
During the quarter ended December 31, 2025, the Company paid $
Page 22
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
During the quarter ended December 31, 2025, the Company paid $
During the quarter ended December 31, 2025, the Company paid $
During the quarter ended December 31, 2025, the Company paid $
During the quarter ended December 31, 2025, the Company paid $
During the quarter ended December 31, 2025, the Company paid $
During the quarter ended December 31, 2025, the Company paid $
During the quarter ended December 31, 2025, the Company paid $
During the quarter ended December 31, 2025, $
Key Management Compensation
Key management includes the related parties noted above. The compensation paid to key management is shown below:
Three months ended December 31, | | 2025 | | 2024 | ||
Salaries and management consulting fees | $ | | $ | | ||
Director fees |
| |
| | ||
Stock-based compensation |
| |
| | ||
$ | | $ | | |||
At December 31, 2025, included in accounts payable and accrued liabilities is $
18.CONTINGENT LIABILITIES
Netherlands Preliminary Tax Assessment - On February 15, 2017, the Company received an income tax reassessment from the Netherlands tax authority reassessing the Company’s subsidiary KRBV for an amount payable of
Page 23
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
19.FAIR VALUE
The fair value of the Company’s cash and cash equivalents, accounts payable and accrued liabilities are not materially different from the carrying values given the short-term nature.
Recurring fair value measurements (financial and non-financial assets)
(i) Fair value hierarchy
The Company records certain financial instruments or assets on a recurring fair value basis as follows:
Recurring fair value measurements - December 31, 2025 | | Level 1 | | Level 2 | | Level 3 | |||
Financial assets and liabilities at fair value through FVTPL |
| |
| |
| | |||
Equity investment | $ | — | $ | — | $ | | |||
Financial liabilities at fair value through FVTPL |
|
| |
| | ||||
Convertible debentures |
| — |
| — |
| | |||
Non financial assets at fair value through other comprehensive income |
| |
| |
| | |||
Cryptocurrencies |
| — |
| |
| — | |||
$ | — | $ | | $ | | ||||
Recurring fair value measurements - September 30, 2025 | | Level 1 | | Level 2 | | Level 3 | |||
Financial assets and liabilities at fair value through FVTPL |
| |
| |
| | |||
Equity investment | $ | — | $ | — | $ | | |||
Financial liabilities at fair value through FVTPL |
| |
|
| |||||
Convertible debentures |
| — |
| — |
| | |||
Non financial assets at fair value through other comprehensive income | |||||||||
Cryptocurrencies | — | | — | ||||||
$ | — | $ | | $ | | ||||
The Company defines its fair value hierarchy as follows:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (e.g., other public markets) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The Company exercised significant due diligence and judgement and determined that this presence and availability of this market was the most advantageous market and utilized the pricing available in the market as an estimate of the fair value of the investment. In addition, The Company’s cryptocurrencies, convertible loan, and assets held as collateral are classified as Level 2 determined by taking the price from www.coinlore.com as of 24:00 UTC.
Management has concluded that an active market exists for SOL and other crypto assets to which the revaluation model has been applied. This conclusion is based on the availability of quoted prices in accessible markets with sufficient trading volume and liquidity. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and disclose any changes prospectively.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
Page 24
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
(ii) Valuation techniques used to determine fair values:
Specific valuation techniques used to fair value financial instruments, specifically those that are not quoted in an active market. These are development stage companies, as such the Company utilized a market approach:
| a) | The use of quoted market prices in active or other public markets |
| b) | The use of most recent transactions of similar instruments |
| c) | Discounted cash flow model |
(iii) Transfers between levels 2 and 3
There were
(iv) Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in the level 3 fair value measurements (see above for valuation techniques adopted):
| Unobservable | | ||||||||
Description | Fair Value | Inputs | Range of Inputs | |||||||
| December 31, |
| September 30, |
| December 31, | December 31, | ||||
| 2025 | | 2025 |
| 2025 |
| 2025 | |||
Investments | $ | | $ | |
| (a) and (b) |
| N/A | ||
Convertible debentures | $ | | $ | |
| (c) |
| N/A | ||
(vi) Valuation processes
The Investment Committee includes a team that performs the valuations of all items required for financial reporting purposes, including level 3 fair values. This team collaborates with the chief financial officer (“CFO”) at least once every three months which is in-line with the Company’s reporting requirements. The main Level 3 inputs derived and evaluated by the Company’s team are the timeline for expected milestones and assessment of the technical matter relating to the technology.
The independent valuators utilized a variety of approaches and assumptions, including but not limited to:
| - | Income, comparable market multiples, precedent transactions, and cost approach |
| - | Forecast revenue, expenses, and profitability |
| - | Income tax |
| - | Capex |
| - | Discount rates |
| - | Residual value |
| - | Volatility of underlying asset |
| - | Risk free rate of interest |
| - | Value of strategic coin reserves, if any |
| - | Weighting of various valuation approaches |
| - | Timing of liquidity date, if any |
Page 25
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
(vii) Active Market Considerations
In applying the revaluation model to its digital assets, management has determined that an active market exists for (“SOL”) and other crypto assets measured at fair value. An active market is one in which quoted prices are readily and regularly available from an exchange, dealer, broker, or pricing service, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Management considers trading volumes, liquidity, and the availability of reliable pricing data in reaching its conclusion. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and will disclose any changes prospectively.
The Company performed a sensitivity analysis on the carrying value of its Level 3 assets at December 31, 2025 and noted that a
20.FINANCIAL RISK FACTORS
Capital Management
The Company manages and adjusts its capital structure, based on the funds available to the Company, in order to support the investment in cryptocurrencies and blockchain companies. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company considers capital to be its capital stock, 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 are sufficient working capital and planned future capital raises to meet its short-term business requirements, taking into account its anticipated cash flow from operations and its holding of cash and short-term investments.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company’s approach to capital management during the three-months ended December 31, 2025.
Safeguarding of Cryptocurrency Assets
The Company retains -party custodians to safeguard its cryptocurrency assets. At December 31, 2025, custody arrangements were as follows:
Coinbase Custody Trust Company, LLC (“Coinbase”) - approximately
| - | Location: 200 Park Avenue South, Suite 1208, New York, NY 10003 |
| - | Regulation: NY Department of Financial Services; qualified custodian under § 206(4)-2(d)(6) of the Advisers Act |
| - | Insurance: Annually renewed commercial crime policy (Coinbase Global Inc. as named insured) |
| - | Due diligence: SOC 1 and SOC 2 audit reports reviewed; no known security breaches |
Fireblocks Inc. (“Fireblocks”) – approximately
| - | Location: 2 Penn Plaza, New York, NY 10121 |
| - | Technology: Multi-party computation (MPC) technology |
| - | Certification: SOC 2 Type II certified |
| - | Due diligence: SOC 2 Type II audit report reviewed; publicly available insurance information reviewed; no known security breaches |
Page 26
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
Kamino Finance – approximately
OTC Trading Platforms:
The Company utilizes the following platforms for OTC derivative trading:
Wintermute Asia Pte. Ltd. - Registered with FCA as Cryptoasset firm (UK registered 10882520; Singapore registered 202108542H)
Zerocap - Registered with AUSTRAC as Digital Currency Exchange (Australian registered 100635539) STS Digital Ltd. - Licensed by Bermuda Monetary Authority under Digital Asset Business Act 2018 (Bermuda, 2 Reid Street, Hamilton HM 11)
None of these platforms are related to the Company. The Company is not aware of any operational issues that would adversely affect its audited financial statements.
Risk Disclosures
Exposure to credit, interest rate, cryptocurrency, and currency related risks arises in the normal course of the Company’s business.
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into, causing the other party to incur a financial loss. The Company limits its credit risk by placing its cash with high credit quality financial institutions and with cryptocurrency exchanges on which the Company has performed internal due diligence procedures. The Company deems these procedures necessary as some exchanges are unregulated and not subject to regulatory oversight. Furthermore, cryptocurrency exchanges engage in the practice of commingling their clients’ assets in exchange wallets. When cryptoassets are commingled, transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is risk around the occurrence of transactions, or the existence of period end balances represented by exchanges.
As at December 31, 2025, the Company holds $
There is no significant credit risk with respect of receivables.
Interest Rate Risk
The Company is exposed to interest rate risk on its Kamino Facility, which bears a variable interest rate based on pool utilization (approximately
Cryptocurrencies Risk
Cryptocurrencies are measured at fair value less cost to sell. Cryptocurrency prices are affected by various forces including global supply and demand, interest rates, exchanges rates, inflation or deflation and political and economic conditions. Further, cryptocurrencies have no underlying backing or contracts to enforce recovery of invested amounts. The profitability of the Company is related to the current and future market price of cryptocurrencies, mainly SOL; in addition, the Company may not be able to liquidate its cryptocurrencies at
Page 27
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
its desired price if necessary. Investing in cryptocurrencies is speculative, prices are volatile, and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.
Cryptocurrencies have a limited history; their fair values have historically been volatile, and the value of cryptocurrencies held by the Company could decline rapidly. A decline in the market prices of cryptocurrencies could negatively impact the Company’s future operations. Historical performance of cryptocurrencies is not indicative of their future performance.
Many cryptocurrency networks are online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. In the data packets distributed from cryptocurrency software programs to confirm transaction activity, each party to the transaction user must sign transactions with a data code derived from entering the private key into a hashing algorithm, which signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. This process is vulnerable to hacking and malware and could lead to theft of the Company’s digital wallets and the loss of the Company’s cryptocurrency.
Cryptocurrencies are loosely regulated and there is no central marketplace for exchange. Supply is determined by a computer code, not a central bank. Additionally, exchanges may suffer from operational issues, such as delayed execution, which could have an adverse effect on the Company.
The cryptocurrency exchanges on which the Company may trade on are relatively new and, in many cases, largely unregulated, and therefore may be more exposed to fraud and failure than regulated exchanges for other assets. Any financial, security, or operational difficulties experienced by such exchanges may result in an inability of the Company to recover money or cryptocurrencies being held on the exchange. Further, the Company may be unable to recover cryptocurrencies awaiting transmission into or out of the exchange, all of which could adversely affect an investment of the Company. Additionally, to the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges’ failures may result in loss or less favorable prices of cryptocurrencies, or may adversely affect the Company, its operations, and its investments.
Furthermore, crypto-exchanges engage in commingling their client’s assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.
Loss of access risk
The loss of access to the private keys associated with the Company’s cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that posses both the unique public key and private key or keys relating to the “digital wallet” in which the cryptocurrency is held. To the extent a private key is lost, destroyed, or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency.
Irrevocability of transactions
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation.
Hard fork and 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.
Page 28
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
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.
Market Risk
Market risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or foreign currency risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. All investments present a risk of loss of capital. The maximum risk resulting from financial instruments is equivalent to their fair value. The Company’s investments are susceptible to other market risk arising from uncertainties about future prices of the instruments. The Company moderates this risk through the various investment strategies within the parameters of the Company’s investment guidelines.
As at December 31, 2025, management’s estimate of the effect on equity to a +/-
Foreign Currency Risk
The Company is exposed to foreign currency risk on financial assets and liabilities that are denominated in a currency other than the Canadian dollar. The currencies giving rise to this risk are primarily the U.S. dollar, Australian dollar, and the Euro, the balance of net monetary assets and liabilities in such currencies as of December 31, 2025, is $
Liquidity Risk
The Company is exposed to liquidity risk primarily as a result of its trade accounts payable as well as the risk of not being able to liquidate assets at reasonable prices. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2025, the Company had cash and cash equivalents balance of $
While the Company's cash position at December 31, 2025 was insufficient to settle all current liabilities, management maintains access to substantial liquidity sources to meet obligations as they come due. The Company held digital assets with a fair value of approximately $
Management's near-term plan to meet operating expenses and debt obligations includes eliminating unnecessary operating expenses, utilizing revenue from its staking and validating operations (although primarily in SOL), selective monetization of SOL holdings, opportunistic use of the shelf prospectus based on market conditions, and potential drawdowns under the ATW facility for strategic purposes. Management continuously monitors liquidity needs and may adjust its funding strategy as circumstances evolve.
Active Market Risk
The Company’s application of the revaluation model assumes the continued existence of an active market for SOL and other crypto assets (see Note 19 – Fair Value). A loss of such active markets could materially affect the Company’s ability to reliably measure fair value.
Page 29
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
Concentration Risk
The Company is exposed to concentration risk as the majority of its assets are held in SOL and related validator operations. The value of these assets is highly dependent on the performance, stability, and adoption of the SOL network, as well as broader cryptocurrency market and economic conditions. Any adverse developments, including regulatory changes, security incidents, or network disruptions, could materially impact the Company’s financial position. The Company continuously evaluates its exposure and risk management strategies to mitigate potential adverse effects.
Regulatory Risk
The regulatory environment for digital assets, including SOL, remains uncertain and continues to evolve. Changes in laws, regulations, or enforcement actions in key jurisdictions could impact the Company’s ability to operate validator nodes, stake assets, or transact in SOL. Regulatory developments may also affect the liquidity, valuation, or classification of SOL under applicable financial reporting standards. The Company actively monitors regulatory changes and assesses potential impacts on its operations and financial position.
SOL Governance Risk
SOL’s development and governance are significantly influenced by the SOL Foundation, which plays a key role in protocol upgrades, ecosystem growth, and validator coordination. While SOL operates as a decentralized blockchain, the SOL Foundation’s decision-making authority could impact network stability, economic incentives, or technical direction in ways that may not align with the interests of all stakeholders. Any material changes initiated by the Solana Foundation, including governance proposals, tokenomics adjustments, or network upgrades, could affect the Company’s validator operations and the value of its SOL and SOL-related assets. The Company continues to monitor governance developments and assess potential risks to its operations.
On March 6, 2025, SOL validators and stakeholders commenced voting on governance proposals SIMD-0228 and SIMD-0123. SIMD-0228 proposed introducing a dynamic token emission model that would have adjusted SOL’s inflation rate based on staking participation, potentially reducing annual inflation from
Other Risk Factors
Risks which the Company is not aware of or which the Company currently deems to be immaterial may surface and have a material adverse impact on the Company’s business income and financial condition. Exposure to credit, interest rate, cryptocurrency, and currency risks arises in the normal course of the Company’s business.
Page 30
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
21.INCOME TAX
The Company provides for income tax at a tax rate of
| Income tax | ||
receivable | |||
Balance at September 30, 2024 | $ | ( | |
Income tax expense |
| ( | |
Payments |
| | |
Income tax recoverable |
| | |
Balance as of September 30, 2025 and December 31, 2025 | $ | | |
During the year ended September 30, 2025, the Company paid the estimated tax balance of $
Page 31
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Three months ended December 31, 2025 and 2024
As at December 31, 2025, the Company recognized a deferred tax liability of $
22.SEGMENTED INFORMATION
The Company operates in
23.SUBSEQUENT EVENTS
Subsequent to year-end, the Company announced an at-the-market equity offering program, to offer and sell from time to time up to US$
Subsequent to year-end, the Company completed the repayment of the Unsecured Credit Facility with Antanas Guoga as described in Note 10. On January 7, 2026, the Company issued
Page 32
The accompanying notes are an integral part of these financial statements.