Exhibit 99.2
MANAGEMENT DISCUSSION AND ANALYSIS
For the six months ended March 31, 2026 and 2025
As at May 15, 2026
DISCLAIMER
The following Management’s Discussion & Analysis (“MD&A”) of the financial condition and results of the operations of SOL Strategies Inc. (the “Company” or “SOL Strategies”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the six months ended March 31, 2026 and 2025. All information in this MD&A is given as of the six months ended March 31, 2026 and 2025, unless otherwise indicated. All dollar figures are stated in Canadian dollars, unless otherwise indicated.
This MD&A has been prepared in compliance with the requirements of Form 51-102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This MD&A should be read in conjunction with the interim unaudited condensed financial statements for the six months ended March 31, 2026, and 2025 together with the notes thereto (the “Interim Statements”). In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results for the three months ended March 31, 2026 (the “Quarter”) are not necessarily indicative of the results that may be expected for any future period.
For the purposes of preparing this MD&A, management considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value in the common shares of SOL Strategies’ (“Common Shares”); or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
The words “we,” “our,” “us,” “Company” and “SOL Strategies” refer to SOL Strategies, Inc. together with its management and/or employees of the Company (as the context may require).
These documents, along with additional information about SOL Strategies, are available under the Company’s profile at www.sedarplus.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “continues,” “forecasts,” “projects,” “predicts,” “intends,” “anticipates” or “believes,” or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. These forward-looking statements may include, but are not limited to, statements relating to:
| - | Our expectations regarding our revenue, expenses, operations, and future operational and financial performance; |
| - | Our cash flows; |
| - | Popularity, adoption, and rate of adoption of cryptocurrencies; |
| - | The rise of Solana’s increasing market share in the asset tokenization market; |
| - | Our future growth plans and acquisition strategies; |
| - | Our ability to stay in compliance with laws and regulations or the interpretation or application thereof that currently apply or may become applicable to our business both in Canada, the United States (the “U.S.”) and internationally; |
| - | Our expectations with respect to the application of laws and regulations and the interpretation or enforcement thereof and our ability to continue to carry on our business as presently conducted or proposed to be conducted; |
| - | The reliability, stability, performance and scalability of our infrastructure and technology; |
| - | Our ability to attract new customers and maintain existing customers; |
| - | Our ability to attract and retain personnel; |
| - | Our expectations with respect to advancement in our technologies; |
| - | Our competitive position and our expectations regarding competition; and |
| - | Regulatory developments and the regulatory environments in which we operate. |
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Forward-looking statements are based on certain assumptions and analysis made by us in light of our experience and perception of historical trends, current conditions and expected future developments and other factors we believe are appropriate. Forward-looking statements are also subject to risks and uncertainties which include:
| - | Decline in the cryptocurrency market or general economic conditions; |
| - | Regulatory uncertainty and risk, including changes in laws or the interpretation or application or enforcement thereof and the obtaining of regulatory approvals; |
| - | We are subject to an extensive and highly evolving and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations, or regulatory interpretation of such laws and regulations, could adversely affect our brand, reputation, business, operating results, and financial condition; |
| - | In connection with such laws and regulations or regulatory interpretation thereof, a particular crypto asset’s or product offering’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto asset or product offering, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, and our business, operating results, and financial condition may be adversely affected; |
| - | Risks related to managing our growth; |
| - | Our dependence on customer growth; |
| - | The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate. If crypto does not grow as we expect, our business, operating results, and financial condition could be adversely affected; |
| - | Regulatory risk, including changes in laws or the interpretation or application thereof and the obtaining of regulatory approvals; |
| - | Technology and infrastructure risks; |
| - | Cybersecurity risks; |
| - | Fluctuations in quarterly operating results; |
| - | Competition in our industry and markets; |
| - | Our reliance on key personnel; |
| - | Our reliance on third party service providers; |
| - | Exchange rate fluctuations; |
| - | Risks related to terrorism, geopolitical crisis, or widespread outbreak of an illness or other health issue; and |
| - | Risks associated with acquisitions and the integration of the acquired businesses; |
Inherent in forward-looking statements are risks, uncertainties, and other factors beyond SOL Strategies’ ability to predict or
control. Readers are cautioned that the above does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking
statements and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely
to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. Moreover, we operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this document may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Readers are cautioned that past performance is not indicative of future performance and current trends in the business and demand for crypto assets may not continue and readers should not put undue reliance on past performance and current trends. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.
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DESCRIPTION OF BUSINESS
SOL Strategies, Inc. is a publicly listed company incorporated in Canada under the legislation of the Province of Ontario. The registered office of the Company is located at 217 Queen St W #401, Toronto, ON M5V 0R2. Since February 4, 2019, the Company’s Common Shares have traded on the Canadian Securities Exchange ("CSE") under the symbol "HODL" and the National Association of Securities Dealers Automated Quotations under the symbol “STKE”.
In July 2024, the Company pivoted its strategy to focus on the Solana blockchain ecosystem, leveraging its high-performance infrastructure and scalability. This strategic shift included becoming the first public company to focus on Solana (“SOL”) as a core balance sheet asset and operating high-performance validators on the Solana network1. The Company's mission is to not only grow the Solana on its balance sheet but to operate secure validators that leverage Solana's speed, throughput, and ecosystem to deliver long-term value for both users and investors. The Company is committed to developing technologies and operating verticals within the Solana Economy and also optimizing staking efficiency and accessibility, further strengthening Solana’s position as a leading blockchain for institutional and enterprise applications. The Company rebranded from Cypherpunk Holdings, Inc. to SOL Strategies, Inc. on September 9, 2024.
The year ending September 30, 2025, represented the first full year that SOL Strategies, Inc. (“SOL Strategies” or the “Company”) operated under its new strategy, acquiring three validators during the year to bring its total to four, and expanding its Solana holdings through its fund-raising efforts. The Company is one of the largest Solana validator businesses2 which allows the Company to grow its Solana treasury at a faster pace and lower cost than competitors. The Company operates four proprietary validators on the Solana network and generates revenue through validator commission fees and staking rewards on its SOL treasury holdings. Further, the Company operates several white-label validators on behalf of partner customers, through which it earns a percentage of the transaction fees. Building on our conviction that decentralized technologies will power the next generation of financial infrastructure, we executed across multiple fronts—validator expansion, strategic acquisitions, product development, capital markets innovation, and institutional alignment. The results are not only financial in nature; they signal a maturing business that is now firmly positioned at the intersection of blockchain innovation and institutional-grade infrastructure3.
For the six months ended March 31, 2026, the Company executed an upsized $30 million LIFE offering, acquired additional SOL tokens, including discounted locked SOL from the Solana Foundation, and expanded on its staking business. Through continued growth of Assets under Delegation of its four proprietary validators and its white-label validators as well as through the announcement of an agreement to serve as the sole staking provider to the VanEck Solana ETF. The Company ended the quarter with over 500,000 SOL & SOL Equivalents4 in its treasury, of which 81,236 SOL and 82,137 STKESOL are pledged to Kamino, over 3.8 million SOL (valued at over $425 million at quarter-end) in Assets under Delegation and serving more than 34,000 unique wallets5.
FINANCIAL & OPERATIONAL EXECUTION:
Since adopting our Solana-focused strategy in 2024, the Company has continued to execute on its mission to build blockchain infrastructure. As of March 31, 2026:
| · | Model validation through Solana Mobile & VanEck: The Solana Mobile validator, the official validator of the Solana Mobile Seeker mobile phone which received over 150,000 pre-orders, continued to see significant growth, attracting over 28,000 unique wallets by quarter-end. During the quarter the Company also announced an agreement to serve as the sole staking provider to the VanEck Solana ETF in a significant validation of its institutional focus, compliance and reporting framework. |
| · | Strategic Financing Foundation: During the six months ended March 31, 2026, the Company completed a private placement of units for gross proceeds of CAD$30,003,000 pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Offerings (the “LIFE Offering”), led by Canaccord Genuity Corporation. The Company also announced an agreement to repay the remaining $9.2 million of the unsecured credit facility with its former Chairman, Antanas Guoga, outstanding at December 31, 2025, to be funded in part by a secured facility with Kamino Finance. Additionally, during the period, the OSC granted final receipt of a base shelf prospectus with a maximum offering USD$150 million. Together, all these initiatives provide flexible, institutional-grade financing to support continued growth. |
1 https://www.jito.network/stakenet/steward/
2 https://solanabeach.io/validators (Laine + SOL Strategies + Orangefin + Cogent validators) = 48th largest out of 1000+ validators as at 13 February 2026
3 SOL Strategies holds ISO 27001, SOC 2 Type 1 & Type 2, and SOC 1 Type 1 & Type 2 certifications.
4 SOL & SOL Equivalents includes spot Solana tokens, staked Solana tokens and staked Solana tokens (Liquid Staking Tokens)
5 Unique wallets mean distinct wallets that are staking to one of our staking services and are akin to unique customers, however we cannot guarantee that two unique wallets are not owned by the same person or entity
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| · | SOL Treasury Growth: The Company’s Solana (SOL) holdings increased from 139,726 SOL as of December 31, 2024, to 441,915 SOL, 82,314 STKESOL and 52,182 JTO as of March 31, 2026. |
| · | SOL Acquired: During the period, the Company purchased 88,433 SOL for total consideration of $24.0 million reflecting an average price of approximately CAD$272 per token |
| · | Staking Rewards: The Company earned 12,950 SOL in staking reward at an average price of $185 per token |
| · | Validator Rewards: Through its core validator operations, the Company earned 6,007 SOL validator rewards at an average price of $175 per token (Note: Excludes validator rewards earned in other cryptocurrencies and validator income earned in fiat) |
KEY GROWTH PILLARS
| · | Capital-Efficient Treasury Compounding: Our Validator commission revenue continues to grow on a SOL basis, accelerating treasury growth organically without the need for additional capital investment. The additional rewards earned through the Company’s validator operations enables the Company to compound treasury holdings at roughly twice the organic rate of other staking only treasury peers. This allows us to grow our SOL per Share on an accelerated basis. |
| · | Triple Revenue Streams: The Company has three distinct revenue streams. |
| 1) | Staking rewards - We stake our own SOL treasury (earning ~6% annually) |
| 2) | Validator income - The Company operates validators with over 3.8 million SOL delegated to them on March 31, 2026, of which approximately 3.4 million SOL is delegated by third parties. |
| 3) | Liquid staking tokens – During the period, the Company announced the launch of its new liquid staking product, STKESOL, which provides a further revenue stream and growth pillar in the liquid staking market. The Company earns 5% of the staking rewards accrued to the liquid staking protocol, creating a “validator-like” revenue stream without the operational overhead. |
| · | Robust Liquidity Position: As of March 31, 2026, the Company maintains over $60 million in liquidity, reflecting cash and cryptocurrency investments. This financial strength enables the Company to acquire additional SOL for staking, further build out validator infrastructure, and continue investing in technological innovation within the Solana eco-system. Our ability to deploy capital dynamically in response to market conditions ensures we remain agile and opportunistic across cycles. The Company’s expected yield on staked SOL remains competitive, with published rates between 6-8% APY, according to publicly available data from Stakewiz.com. |
| · | Scalable, High-Margin Infrastructure: The Company operates a scalable and efficient validator network with minimal incremental costs. This business model generates reliable recurring revenue and positions the Company as an infrastructure provider within Solana’s expanding ecosystem. |
| · | Technology Innovation: At the core of SOL Strategies’ mission is a commitment to building intelligent, intuitive, and scalable staking tools. From real-time yield calculators to seamless wallet integrations, our proprietary suite of products and open source tools—including the widely used Stakewiz.com platform and our non-custodial staking mobile app—enhance user experience and drive organic growth. The Company continues to invest in next-generation infrastructure that supports institutional and retail participation in the Solana ecosystem. |
| · | Institutional-Grade Security and Compliance: Maintaining the highest standards in compliance and cybersecurity is central to the Company’s operating philosophy. The Company completed SOC 1 and SOC 2 Type I & II audits, alongside the already existing ISO 27001 certification, reflecting the firm’s proactive approach to meeting institutional expectations. These frameworks are designed to ensure secure, transparent, and reliable operations—critical for gaining and maintaining trust among institutional stakeholders and regulatory bodies alike. |
| · | M&A Pipeline: We are evaluating a selective pipeline of M&A opportunities focused on the infrastructure and technologies vital to the mass adoption of Solana by global financial institutions. Our strategic position and deep-rooted ecosystem relationships grant us access to these high-impact targets, with several opportunities currently moving through various stages of our internal evaluation and diligence process. |
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As the first publicly traded company in North America solely focused on the Solana blockchain, SOL Strategies is at the intersection of traditional capital markets and decentralized infrastructure. We are not only offering exposure to the Solana ecosystem, but we are also actively operationalizing it. Through our expanding validator network, growing treasury, proprietary software platforms, and institutional partnerships, we provide a differentiated and compliant pathway for investors to participate in the future of digital finance.
The acceleration of institutional interest in digital assets, coupled with macro-level shifts toward programmable, tokenized finance, provides an opportunity for SOL Strategies to facilitate this market transition6. Our infrastructure supports the practical deployment of real-world asset tokenization, next-generation DeFi, and on-chain financial primitives that will power tomorrow’s capital markets.
By combining disciplined execution, forward-looking capital allocation, and close alignment with Solana’s ecosystem growth, we are committed to building institutional grade blockchain infrastructure. Our long-term goal remains unchanged: to create enduring value for our shareholders while helping architect the decentralized financial rails of the future.
VALIDATOR OPERATIONS AND STAKING REVENUE
SOL Strategies earns income through the operation of validator nodes and by staking its own SOL tokens alongside those delegated by third-party participants. These activities constitute the core of our infrastructure revenue model:
| · | Validator Acquisition and Growth: The Company has acquired and operates multiple high-performance validators. As of March 31, 2026, 3.8 million SOL with a value of approximately CAD$425 million, were staked at the Company’s Validators, of which the Company owned 356,877 SOL. This represents an increase of 2.3 million SOL (45%) of SOL delegated to its Validators since December 31, 2024. These Validators are optimized for scalability, high availability, and competitive yields, ensuring operational efficiency and strengthening SOL Strategies’ role in supporting Solana’s network growth. |
| · | Revenue Growth from Staking: As March 31, 2026, 356,877 of the Company’s SOL holdings were exclusively staked to its own high-performance Validators. This marks an approximate 22% decrease from the 460,418 SOL staked as of December 31, 2025, due to the deployment of SOL to support the Company’s liquid staking initiatives and to provide collateral for the Kamino debt facility. The SOL staked by the Company to its validators during the three-months ended March 31, 2026, generated staking income of 5,650 SOL valued at $768,260 (2025 – 3,812 SOL valued at $937,764), an annualized staking yield of approximately 6.0% on a SOL-on-SOL basis. During the six-months ended March 31, 2026, the SOL staked by the Company to its validators generated staking income of 12,950 SOL valued at $2,399,340 (2025 – 6,409 SOL valued at $1,662,156), an annualized staking yield of approximately 6.0% on a SOL-on-SOL basis. |
| · | Validation Revenue: During the three-month period ended March 31, 2026, the Company’s Validators generated rewards (gross) of 3,521 SOL (2025 – 5,884), valued at $507,825 (2025 - $1,563,816) and net income of $379,172 (2025 - $1,589,700) for the period. During the six-month period ended March 31, 2026, the Company’s Validators generated rewards (gross) of 6,007 SOL (2025 – 7,892), valued at $1,053,757 (2025 - $2,155,800) and net income of $849,710 (2025 - $2,110,157) for the period |
The following tables present the Company’s staking and validating business for the three and six month periods ended March 31, 2026, and 2025:
| Three months ended March 31, | 2026 | 2025 | ||||||||||||||
| Expressed in Solana | Expressed in Canadian Dollars | Expressed in Solana | Expressed in Canadian Dollars | |||||||||||||
| Validator operations | ||||||||||||||||
| Validator rewards, paid in Solana | 3,521 | $ | 507,825 | 5,884 | $ | 1,563,816 | ||||||||||
| Validator rewards received in other cryptocurrencies(1) | - | 50,793 | - | 135,928 | ||||||||||||
| Validator income, paid in fiat | - | - | - | 4,315 | ||||||||||||
| Validator fees, paid in Solana | - | - | (126 | ) | (51,081 | ) | ||||||||||
| Validator fees, paid in fiat | - | (179,445 | ) | - | (63,278 | ) | ||||||||||
| 3,521 | 379,173 | 5,758 | 1,589,700 | |||||||||||||
| Staking rewards (Solana) | 5,650 | 768,260 | 3,812 | 937,764 | ||||||||||||
| Total staking and validating income | 9,171 | $ | 1,147,433 | 9,570 | $ | 2,527,464 | ||||||||||
(1) 23,956 SUI tokens for the three months ended March 31, 2026 (2025 - 27,917 SUI tokens)
6 FT: Fund management needs to make digital shift (https://www.ft.com/content/6ff1499c-7606-478d-b814-c9b4d8545708)
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| Six months ended March 31, | 2026 | 2025 | ||||||||||||||
| Expressed in Solana | Expressed in Canadian Dollars | Expressed in Solana | Expressed in Canadian Dollars | |||||||||||||
| Validator operations | ||||||||||||||||
| Validator rewards, paid in Solana | 6,007 | $ | 1,053,757 | 7,892 | $ | 2,155,800 | ||||||||||
| Validator rewards received in other cryptocurrencies(1) | - | 118,949 | - | 135,928 | ||||||||||||
| Validator income, paid in fiat | - | - | - | 4,315 | ||||||||||||
| Validator fees, paid in Solana | - | - | (290 | ) | (63,780 | ) | ||||||||||
| Validator fees, paid in fiat | - | (322,996 | ) | - | (122,106 | ) | ||||||||||
| 6,007 | 849,710 | 7,602 | 2,110,157 | |||||||||||||
| Staking rewards (Solana) | 12,950 | 2,399,340 | 6,409 | 1,662,156 | ||||||||||||
| Total staking and validating income | 18,957 | $ | 3,249,050 | 14,011 | $ | 3,772,313 | ||||||||||
(1) 41,902 SUI tokens for the six months ended March 31, 2026 (2025 - 27,917 SUI tokens)
Technical Performance Achievements:
SOL Strategies’ validator business remains among the top performers in the sector7 and is continuously optimizing performance. During the period, our infrastructure continued to outperform key network benchmarks:
| • | 100% Uptime: All of the company’s validators maintained 100% uptime in April 2026. |
| • | 6.08% Average APY: Orangefin outperformed the network average (5.74%) through performance tuning and infrastructure enhancements, attracting strategic agreements with VanEck and Netcoins. |
| • | Solana Mobile Validator: We launched the first ever mobile app dedicated to Solana native staking on iOS, Android, and Solana Mobile. |
| • | Liquid Staking Token Launch: In January 2026 the company launched a liquid staking token called STKESOL, allowing users to hold tokenized representation of staked Solana, maintaining full liquidity and access to decentralized finance platforms, while the company earns a commission on all underlying staking rewards |
| • | BAM Deployment: Early adoption of the Jito Block Assembly Marketplace (BAM) Firedancer validator client on two nodes reinforces our commitment to infrastructure innovation and positions us to benefit from future throughput improvements. |
These metrics reinforce the strength of validator operations as a recurring revenue stream and a strategic pillar of our Solana-native platform. As institutional interest in staking continues to grow, we are well-positioned to scale both our footprint and rewards-driven revenue model.
PROPRIETARY TECHNOLOGY AND INFRASTRUCTURE INNOVATION
SOL Strategies continues to invest in technology to deliver scalable, performant, and user-centric solutions across the staking and validator landscape:
| · | Stakewiz.com Analytics Platform: Acquired through the Laine transaction, Stakewiz.com is a widely used data platform within the Solana staking community, providing real-time validator performance metrics, network analytics, and staking education tools. |
| · | Yield Optimization: Leveraging its technical expertise within the Solana ecosystem, SOL Strategies operates a modified version of the Solana validator client on select nodes. This implementation enables enhanced yield performance for delegators, delivering above average returns compared to competing validators—even in cases where commission rates are identical. |
| · | Automation Platform: SOL Strategies has developed a proprietary automation platform that streamlines the management of its Solana validator fleet. This operational efficiency has supported strategic partnerships, including with Pudgy Penguins, and reinforces the Company’s ability to scale securely and reliably. Further details are outlined in a Company-published technical blog post. |
| · | White Label Validators: As a trusted validator operator on the Solana network, we now run two white label validators for Pudgy Penguins (PENGU) and Solana Mobile that result in additional revenue for the company. The Solana Mobile validator is the default validator for the new Seeker mobile phone, with the validator having over 28,000 unique wallets staking to it at quarter-end. |
| · | STKESOL: Launch of one of flagship products, STKESOL, which is our own liquid staking token, powered by our own algorithmic delegation strategy that stakes to 75 validators. |
7 Orangefin ranks 3rd in APY (https://www.jito.network/stakenet/steward/)
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| · | Financial Reporting: The company built a proprietary data analytics platform that maps all of Solana’s staking rewards into a format that entities like State Street can accept, with VanEck being its first customer. |
| · | Zero-knowledge technology: Through the acquisition of the assets of Darklake Labs in April 2026 the company acquired the intellectual property to Darklake’s proprietary Zyga dynamic proof engine, with the co-founders and key engineers and researcher of Darklake joining the company. |
These tools support our broader strategic goal: to operationalize and democratize participation in decentralized capital markets.
INSTITUTIONAL PARTNERSHIPS
SOL Strategies both added as well as maintained partnerships with the following institutional stakeholders:
VanEck: SOL Strategies and VanEck have entered into a Staking Services Agreement, whereby the Company is the sole staking provider to the VanEck Solana ETF from launch. This partnership signals institutional validation of the Company’s staking services platform while also piloting a novel fixed-rate AUM based fee model.
BitGo: SOL Strategies was selected as a preferred validator for BitGo’s institutional staking platform, providing access to a growing network of high-quality delegators seeking reliable, secure Solana staking infrastructure.
Tetra Trust: As Canada’s first licensed digital asset trust company, Tetra Trust integrated SOL Strategies as an approved staking provider. This enables institutional clients of Tetra to delegate directly to our validators through a trusted custody solution.
Neptune Digital Assets (TSXV: NDA): In February 2025, SOL Strategies entered into a strategic partnership with Neptune Digital, establishing a shared-revenue validator relationship that enhances yield while preserving the decentralization and integrity of the Solana network.
Pudgy Penguins: In a notable expansion of our white-label validator program, we were selected to operate a dedicated validator for Pudgy Penguins, a premier Web3 brand. This collaboration signals the growing crossover between NFT communities and staking infrastructure, and reflects the trust placed in SOL Strategies to support brand-aligned staking experiences.
Solana Mobile: In August, 2025, the Company announced the launch of its white label validator service for Solana Mobile’s Seeker Device, which began shipping on August 4, 2025. Since launch, the service has grown to over 20,000 unique wallets.
Crypto.com: SOL Strategies’ validators are now integrated into crypto.com’s custody solution, allowing institutional clients to stake with the company’s validators.
Netcoins: SOL Strategies’ validators were selected to power Netcoins retail staking product
Together, these partnerships signal a shift in our distribution model toward one that mirrors the institutional reach of traditional prime brokerage services—built on performance, transparency, and trust.
CAPITAL MARKET EXPANSION AND STRATEGIC FINANCING
SOL Strategies undertook multiple capital markets initiatives in the six month period ended March 31, 2026 to enhance flexibility and position the Company for long-term value creation:
Preliminary Base Shelf Prospectus: The OSC has granted final receipt of a base shelf prospectus with a maximum offering size of USD$150 million.
At-the-Market Offering: During the period, the Company issued approximately 1.1 million common shares under its at-the-market ("ATM") equity program for net proceeds of approximately $2.1 million.
Credit Facilities: During the period the Company entered into an agreement with its largest shareholder and former Chairman, Mr Antanas Guoga, to repay the outstanding balance of a credit facility in a mix of cash and stock and entered into a smart contract credit facility with Kamino, drawing approximately $9.5 million on the Kamino facility.
$30 million LIFE Offering: On October 1, 2025, the Company announced the completion of a private placement of units of the Company for gross proceeds of CAD$30,003,000 pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus 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.
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Enhanced Investor Relations and Market Liquidity
SOL Strategies achieved higher trading volumes on both the CSE and NASDAQ markets, reflecting growing investor interest. The Company maintained active investor communication through multiple channels. Effective February 25, 2025, SOL Strategies engaged ICR, LLC (“ICR”) to provide certain investor relations services to the Company, including preparations for earnings reports, messaging development and execution, analyst engagement, investor targeting, which may include the distribution of information relating to the Company through digital, email and influencer marketing, development of investor relations infrastructure and best practices, and the provision of market research and intelligence. Additionally, the Company engaged Proconsul Capital, Ltd. to strengthen investor communication and outreach. The Company accelerated its investor outreach throughout 2025 attending and panelling in industry conferences such as Breakpoint in Abu Dhabi as well as multiple bank and broker sponsored events throughout Canada and the USA.
LONG-TERM INCENTIVE PLANS
The Company has a stock option plan (the “Plan”) in place under which it is authorized to grant options to acquire Common Shares of the Company to directors, officers, consultants, and other key employees of the Company. The number of Common Shares subject to options granted under the Plan is limited to 10% in the aggregate of the number of issued and outstanding Common Shares of the Company at the date of the grant of the award. The exercise price of any option granted under the Plan may not be less than the fair market value of the common shares at the time the option is granted, less any permitted discount. Options issued under the Plan may be exercised during a period determined by the Company’s board of directors which cannot exceed ten years. The plan does not require any vesting period, and the Company’s board of directors may specify a vesting period on a grant-by-grant basis.
LEADERSHIP TRANSITION
Additions and changes to the SOL Strategies team during the six month period ending March 31, 2026, include the following:
Michael Hubbard, Chief Executive Officer: Mr. Hubbard joined SOL Strategies as Chief Strategy Officer on March 17, 2025, through the acquisition of Laine, founded in 2021 by Mr. Hubbard. Michael brings extensive expertise in validator operations, blockchain infrastructure, and decentralized network analytics as the founder of Laine and Stakewiz.com. On March 31, 2026, Mr Hubbard was appointed permanent Chief Executive Officer of the Company, having served as Interim CEO from October 1, 2025.
Steve Ehrlich, Chief Strategy Officer: On March 31, 2026, Steve Ehrlich was appointed Chief Strategy Officer. Mr. Ehrlich is a serial entrepreneur with extensive experience building and scaling financial services businesses. He co-founded Voyager Digital and previously founded Lightspeed Financial, a retail trading platform. In his role as CSO, Steve will focus on deepening institutional relationships and advancing the Company's growth across the Solana ecosystem.
In March 2026 the company announced that Max Kaplan will be departing his role as Chief Technology Officer at the end of April. Mr Kaplan continues as a part-time consultant to the company, while technical leadership has been transitioned to Vitor Py Braga who joined the company from Darklake.
Solana Staking and Solana Validator Operations Risk
In fiscal 2025, SOL Strategies acquired three Solana validators and now owns four proprietary high-performance validators on the Solana network, three of which are 100% owned by the Company, one 78% owned. The Company also operates two validators for partners in our white label validator program. As a result of those acquisitions, the Company’s validator and Solana staking businesses have developed significantly since the end of the fiscal year ended September 30, 2024, which businesses are subject to their own risk factors, including those described below.
Risks related to validator operations
The Company expects that in fiscal 2026, a significant portion of the revenue generated by the Company will come from the awards realized by managing the Validators and by staking its own assets to such Validators. There is a risk that fewer third-party Solana holders delegate their Solana to SOL Strategies’ Validators, resulting in fewer awards and lower yields to the Company. Additionally the revenue earned by validators is dependent on overall activity on the Solana blockchain and fees paid by users, and is therefore subject to changes in overall market conditions.
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Risks related to Staking Operations
The Company operates four validators in the Solana Network, three of which were acquired in fiscal 2025, and as such the Company earns crypto token rewards for processing transactions and securing crypto networks. Additionally, the Company operates two validators on the Sui network. The Company expects to, in large part, stake its crypto token rewards to its Validators. The Company’s decision to stake an individual crypto token depends on a combination of network quality, network liquidity and expected staking compensation, the percentage of which varies from token to token. The compensation percentage is determined by a combination of a network’s natural inflation rate, the transaction fees generated on the network, a token’s price, and the percent of total tokens being staked. As such, the Company’s compensation percentage may fall temporarily due to a short-term decline in transaction volume or an increase in the percent of crypto tokens being staked. The Company has no control over the compensation percentages of the various crypto tokens it chooses to stake, and the compensation percentage may fall below expected levels temporarily or permanently. The compensation percentage is expected to decrease as sector activity increases and more crypto tokens are invested in specific tokens. Staking revenues could decrease to a level that materially and adversely affects the Company’s staking assets and staking strategies, the value of its staking assets and the value of any investment in the Company.
Overall Performance
The Company’s financial performance during the six months ended March 31, 2026 was affected by the continued trend in SOL prices and increased competition in the validator sector. Following a strong pricing environment through fiscal 2025, SOL prices declined subsequent to September 30, 2025 and remained volatile during the period, contributing to unrealized losses on the Company’s digital asset holdings. This price environment, combined with increased competition among validators, resulted in pressure on staking yields and validator margins.
During the period, the Company continued to expand its SOL treasury and validator operations; however, profitability was impacted by lower market prices, higher operating costs associated with scaling the platform, and amortization of validator-related intangible assets acquired in fiscal 2025. In addition, competitive dynamics in the validator ecosystem continued to require higher incentives to attract and retain delegated stake, leading to increased APY offerings and reduced margins.
The financial highlights for the six months ended March 31, 2026 are as follows:
| § | Net loss of $101.7 million (2025 – net loss of $1.6 million), including: |
| - | Staking rewards of $2.4 million (2025 – $1.7 million) |
| - | Realized loss on cryptocurrencies of $21.7 million (2025 – realized gain of $4.4 million) |
| - | Amortization expense of $4.7 million (2025 – $2.6 million) |
| - | Income tax recovery of $nil (2025 – $nil) |
| § | Total comprehensive loss of $113.6 million (2025 – total comprehensive loss of $25.7 million |
| § | Cryptocurrency holdings of $60.7 million at March 31, 2026 (September 30, 2025 – $126.5 million), including: |
| § | Approximately 441,915 SOL, 82,314 STKESOL and 52,182 JTO with a combined market value of $60.7 million (September 30, 2025 – 435,159 SOL and 52,182 JTO with a market value of $126.5 million); |
| § | Adjusted EBITDA loss of approximately $3 million (2025 – $1.2 million), see non-IFRS financial measures below; |
| § | Cash position of $0.4 million (September 30, 2025 – $1.8 million); |
| § | Intangible assets (SOL validators) of $22.0 million (September 30, 2025 – $38.8 million), reflecting amortization and prior year impairment of validator-related assets; |
| § | Total assets of $85.9 million (September 30, 2025 – $169.6 million), primarily reflecting the decline in cryptocurrency market values since fiscal year end; |
| § | Shareholders’ equity of $40.7 million (September 30, 2025 – $114.8 million), reflecting the impact of net losses and unrealized losses on digital assets during the period, partially offset by capital raising activities |
RESULTS OF OPERATIONS
| Year ended September 30, | 2025 | 2024 | 2023 | |||||||||
| Total assets | $ | 169,597,003 | $ | 28,903,645 | $ | 17,054,245 | ||||||
| Shareholders' equity | 114,780,653 | 26,723,624 | 16,827,769 | |||||||||
| Net income | (35,035,126 | ) | 6,607,664 | (6,282,328 | ) | |||||||
| EPS | $ | (1.74 | ) | $ | 0.35 | $ | (0.04 | ) | ||||
| Comprehensive income | (20,259,835 | ) | 9,345,023 | (6,479,174 | ) | |||||||
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Selected Quarterly Information
The selected quarterly information below summarizes the financial information for the last eight quarters.
| Mar-26 | Dec-25 | Sep-25 | Jun-25 | Mar-25 | Dec-24 | Sep-24 | Jun-24 | |||||||||||||||||||||||||
| $ millions, except per share amounts | ||||||||||||||||||||||||||||||||
| Income (loss) before taxes | (89.88 | ) | (11.85 | ) | (35.08 | ) | (8.13 | ) | (5.99 | ) | 4.39 | 7.05 | (1.50 | ) | ||||||||||||||||||
| Tax Recovery (expense) | - | - | (9.73 | ) | (0.05 | ) | 1.16 | (1.16 | ) | (1.58 | ) | - | ||||||||||||||||||||
| Income (loss) for period | (89.88 | ) | (11.85 | ) | (25.26 | ) | (8.18 | ) | (4.83 | ) | 3.23 | 5.46 | (1.50 | ) | ||||||||||||||||||
| Net income (loss) per share (diluted) | $ | (2.47 | ) | $ | (0.43 | ) | $ | (1.24 | ) | $ | (0.40 | ) | $ | (0.26 | ) | $ | 0.16 | $ | 0.41 | $ | (0.08 | ) | ||||||||||
| Total comprehensive income (loss) | (48.20 | ) | (65.36 | ) | 3.52 | 0.93 | (32.54 | ) | 7.83 | (2.27 | ) | 4.95 | ||||||||||||||||||||
| Total assets | 85.86 | 132.09 | 169.60 | 164.28 | 124.91 | 74.63 | 28.90 | 28.35 | ||||||||||||||||||||||||
| Net book value | 40.76 | 79.82 | 114.78 | 100.74 | 84.68 | 60.20 | 26.72 | 27.88 | ||||||||||||||||||||||||
Comparison of the six months ended March 31, 2026 and 2025
Total comprehensive loss of $113.6 million for the six months ended March 31, 2026, compared to total comprehensive loss of $25.7 million for the six months ended March 31, 2025, mainly due to:
| § | Realized loss on dispositions of cryptocurrencies of $21.7 million in 2026 (2025 – realized gain of $4.4 million) |
| § | Operating expenses of $83.1 million (2025 – $9.8 million), an increase of $73.3 million, mainly due to the following: |
| - | Stock-based compensation of $2.2 million (2025 – $3.8 million) |
| - | Amortization expense of $4.7 million (2025 – $2.6 million) |
| - | Professional fees of $2.1 million (2025 – $1.2 million) |
| - | Interest expense and accretion of $1.7 million (2025 – $0.8 million) |
| § | Provision for income tax recovery of $nil (2025 – $nil) |
| § | Unrealized loss on cryptocurrencies of $12.4 million (2025 – unrealized loss of $23.1 million) and impairment loss on digital assets of $56.5 million in 2026 (2025 – nil) |
Comparison of the balance sheet as at March 31, 2026, to the balance sheet as at September 30, 2025
Total assets were $85.9 million at March 31, 2026 compared to $169.6 million at September 30, 2025, a decrease of $83.7 million, mainly due to:
| § | Cryptocurrencies of $60.7 million (2025 – $126.5 million), reflecting the significant expansion of the Company’s Solana treasury offset by the decline in Solana prices from US$208.74 to US$83.11 at March 31, 2026, a decline of 60%. |
| § | Intangible assets of $22.0 million (2025 – $38.8 million), due to the $12.1 million write down of intangible assets at March 31, 2026 mainly due to the decline in Solana prices. |
Total liabilities were $45.1 million at March 31, 2026 compared to $54.8 million at September 30, 2025, a decrease of $9.1 million, mainly due to:
| § | Credit facilities declined to $9.5 million (2025 – $16.2 million), primarily related to the repayment of the unsecured related party credit facility offset by funding from the Kamino crypto-backed facility; and |
| § | Convertible debentures of $33.8 million in aggregate (current portion $11.7 million and long-term portion $22.1 million) (2025 – $35.8 million), mainly due to the conversion of the ATW convertible debenture. |
Shareholders’ equity was $40.7 million at March 31, 2026 compared to $114.8 million at September 30, 2025, a decrease of $74.6 million, mainly due to:
| § | Capital stock of $108.8 million (2025 – $70.4 million), primarily driven by the $30 million LIFE Offering, shares issued for validator asset acquisitions, and convertible debenture conversions; |
| § | Reserves of $73.6 million (2025 – $72.4 million), mainly related to by stock-based compensation and warrants issued offset by common share issuances for validator acquisitions; |
| § | Accumulated other comprehensive (loss) Income of $nil million in 2026 (2025 – $19.1 million), due to the utilization of the cumulative revaluation surplus. |
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Non-IFRS financial measures
The Company collects and analyzes operating and financial data to evaluate the health of our business, allocate our resources and assess our performance. In addition to net income, total comprehensive income, and other results under IFRS, at this time the Company utilizes Adjusted EBITDA. We believe non-IFRS financial measures provide useful information to investors and others in understanding and evaluating our financial condition, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, non-IFRS financial measurements are key measurements used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting. However, this non-IFRS measure is presented for supplemental informational purposes only, should not be considered a substitute for or superior to financial information presented in accordance with IFRS and may be different from similarly titled non-IFRS measures used by other companies.
The following presents a reconciliation of net loss, the most directly comparable IFRS measure, to Adjusted EBITDA:
| Six months ended March 31 | 2026 | 2025 | ||||||
| Adjusted EBITDA | ||||||||
| (Loss) income before taxes | $ | (101,726,029 | ) | $ | (1,598,576 | ) | ||
| Add back: | ||||||||
| Amortization | 4,749,139 | 2,591,806 | ||||||
| Share based compensation | 2,195,867 | 3,848,991 | ||||||
| Non-cash interest and accretion | 1,703,493 | 817,645 | ||||||
| Foreign exchange (gain) | (277,854 | ) | (48,254 | ) | ||||
| Impairment losses on intangible assets | 12,112,727 | – | ||||||
| Realized loss (gain) on disposition of cryptocurrencies | 21,686,798 | (4,427,083 | ) | |||||
| Revaluation loss on digital assets | 56,518,234 | – | ||||||
| Adjusted EBITDA | $ | (3,037,625 | ) | $ | 1,184,529 | |||
Financial and Capital Management
Outstanding Share Data
| At March 31, 2026 (1) | ||||
| Common shares outstanding: | 33,228,022 | |||
| Options to purchase common shares: | 717,727 | |||
| Restricted share units | 166,690 | |||
| Warrants: | 6,194,842 | |||
| At May 15, 2026(1) | ||||
| Common shares outstanding: | 34,691,735 | |||
| Options to purchase common shares: | 1,985,655 | |||
| Restricted share units | 95,960 | |||
| Warrants: | 6,194,842 | |||
| (1) | Reflects the 1 for 8 share consolidation that occurred on August 5, 2025. |
Cash Flow
For the six months ended March 31, 2026, cash and cash equivalents decreased by $1.4 million (2025 – decreased by $0.1 million) reflecting cash used in operating activities of $7.4 million (2025 – $2.7 million), cash provided by financing activities of $27.6 million (2025 - $118.1 million) and cash used in investing activities of $21.6 million (2025 - $115.5 million).
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as of March 31, 2026, and as at the date of this MD&A.
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.
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Key Management Compensation
The compensation paid to key management is shown below:
| Six months ended March 31, | 2026 | 2025 | ||||||
| Salaries and management consulting fees | $ | 974,924 | $ | 454,024 | ||||
| Director fees | 272,812 | 26,000 | ||||||
| Stock-based compensation | 1,434,931 | 1,646,417 | ||||||
| $ | 2,682,667 | $ | 2,126,441 | |||||
At March 31, 2026, included in accounts payable and accrued liabilities is $341,818 (2025 $36,340) owed to related parties.
FAIR VALUE
The fair value of the Company's cash and cash equivalents, accounts payable and accrued liabilities are not materially different from the carrying values given the short-term nature.
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Recurring fair value measurements (financial and non-financial assets)
(i) Fair value hierarchy
The Company records certain financial instruments or assets on a recurring fair value basis as follows:
| Recurring fair value measurements - March 31, 2026 | Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets at fair value through FVTPL | ||||||||||||
| Equity investment | $ | - | $ | - | $ | 488,781 | ||||||
| Financial liabilities at fair value through FVTPL | ||||||||||||
| Convertible debentures | - | - | 11,732,334 | |||||||||
| Non financial assets at fair value through other comprehensive income | ||||||||||||
| Cryptocurrencies | - | 60,658,543 | - | |||||||||
| $ | - | $ | 60,658,543 | $ | 12,221,115 | |||||||
| Recurring fair value measurements - September 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets and liabilities at fair value through FVTPL | ||||||||||||
| Equity investment | $ | - | $ | - | $ | 685,662 | ||||||
| Financial liabilities at fair value through FVTPL | ||||||||||||
| Convertible debentures | - | - | 14,477,841 | |||||||||
| Non financial assets at fair value through other comprehensive income | ||||||||||||
| Cryptocurrencies | - | 126,529,342 | - | |||||||||
| $ | - | $ | 126,529,342 | $ | 15,163,503 | |||||||
The Company defines its fair value hierarchy as follows:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (e.g., other public markets) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The Company exercised significant due diligence and judgement and determined that this presence and availability of this market was the most advantageous market and utilized the pricing available in the market as an estimate of the fair value of the investment. In addition, The Company's cryptocurrencies, convertible loan, and assets held as collateral are classified as Level 2 determined by taking the price from www.coinlore.com as of 24:00 UTC.
Management has concluded that an active market exists for SOL and other crypto assets to which the revaluation model has been applied. This conclusion is based on the availability of quoted prices in accessible markets with sufficient trading volume and liquidity. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and disclose any changes prospectively.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
(ii) Valuation techniques used to determine fair values:
Specific valuation techniques used to fair value financial instruments, specifically those that are not quoted in an active market. These are development stage companies, as such the Company utilized a market approach:
| a) | The use of quoted market prices in active or other public markets |
| b) | The use of most recent transactions of similar instruments |
| c) | Discounted cash flow model |
(iii) Transfers between levels 2 and 3
There were no transfers between levels 2 and 3 during the six months ended March 31, 2026 and the year ended September 30, 2025.
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(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):
| Fair Value | Unobservable Inputs | Range of Inputs | ||||||||||
| Description | March 31, 2026 | September 30, 2025 | March 31, 2026 | March 31, 2026 | ||||||||
| Investments | $ | 488,781 | $ | 685,662 | (a) and (b) | N/A | ||||||
| Convertible debentures | $ | 11,732,334 | 14,477,841 | (c) | N/A | |||||||
(vi) Valuation processes
The Investment Committee includes a team that performs the valuations of all items required for financial reporting purposes, including level 3 fair values. This team collaborates with the chief financial officer (“CFO”) at least once every three months which is in-line with the Company's reporting requirements. The main Level 3 inputs derived and evaluated by the Company’s team are the timeline for expected milestones and assessment of the technical matter relating to the technology.
The independent valuators utilized a variety of approaches and assumptions, including but not limited to:
| - | Income, comparable market multiples, precedent transactions, and cost approach |
| - | Forecast revenue, expenses, and profitability |
| - | Income tax |
| - | Capex |
| - | Discount rates |
| - | Residual value |
| - | Volatility of underlying asset |
| - | Risk free rate of interest |
| - | Value of strategic coin reserves, if any |
| - | Weighting of various valuation approaches |
| - | Timing of liquidity date, if any |
(vii) Active Market Considerations
In applying the revaluation model to its digital assets, management has determined that an active market exists for (“SOL”) and other crypto assets measured at fair value. An active market is one in which quoted prices are readily and regularly available from an exchange, dealer, broker, or pricing service, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Management considers trading volumes, liquidity, and the availability of reliable pricing data in reaching its conclusion. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and will disclose any changes prospectively.
The Company performed a sensitivity analysis on the carrying value of its Level 3 assets at March 31, 2026 and noted that a 20% decrease would result in a $97,694 decrease in fair value (September 30, 2025 - $137,132).
FINANCIAL RISK FACTORS
Capital Management
The Company manages and adjusts its capital structure, based on the funds available to the Company, in order to support the investment in cryptocurrencies and blockchain companies. The Board of Directors’ does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. The Company considers capital to be its capital stock, warrants, and stock option components of shareholders' equity.
To effectively manage the Company's capital requirements, the management has in place a planning, budgeting, and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company ensures that there are sufficient working capital and planned future capital raises to meet its short-term business requirements, taking into account its anticipated cash flow from operations and its holding of cash and short-term investments.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the six months ended March 31, 2026.
Safeguarding of Cryptocurrency Assets
The Company retains third-party custodians to safeguard its cryptocurrency assets. At March 31, 2026, custody arrangements were as follows:
Coinbase Custody Trust Company, LLC ("Coinbase") - approximately 70% of holdings
| - | Location: 200 Park Avenue South, Suite 1208, New York, NY 10003 |
| - | Regulation: NY Department of Financial Services; qualified custodian under § 206(4)-2(d)(6) of the Advisers Act |
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| - | Insurance: Annually renewed commercial crime policy (Coinbase Global Inc. as named insured) |
| - | Due diligence: SOC 1 and SOC 2 audit reports reviewed; no known security breaches |
Fireblocks Inc. ("Fireblocks") – approximately 15% of holdings
| - | Location: 2 Penn Plaza, New York, NY 10121 |
| - | Technology: Multi-party computation (MPC) technology |
| - | Certification: SOC 2 Type II certified |
| - | Due diligence: SOC 2 Type II audit report reviewed; publicly available insurance information reviewed; no known security breaches |
Kamino Finance – approximately 15% of holdings (collateral) - Holdings consist of SOL and STKESOL posted as collateral as described in Note 11
Risk Disclosures
Exposure to credit, interest rate, cryptocurrency, and currency-related risks arises in the normal course of the Company’s business.
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into, causing the other party to incur a financial loss. The Company limits its credit risk by placing its cash with high credit quality financial institutions and with cryptocurrency exchanges on which the Company has performed internal due diligence procedures. The Company deems these procedures necessary as some exchanges are unregulated and not subject to regulatory oversight. Furthermore, cryptocurrency exchanges engage in the practice of commingling their clients’ assets in exchange wallets. When cryptoassets are commingled, transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is risk around the occurrence of transactions, or the existence of period end balances represented by exchanges.
As at March 31, 2026, the Company holds $367,523 in cash and cash equivalents with the majority with high credit quality financial institutions (September 30, 2025 - $1.8 million). The Company's due diligence procedures around exchanges and custodians utilized throughout the period include, but are not limited to, internal control procedures around on-boarding new exchanges or custodians which includes review of the exchanges’ or custodians’ anti-money laundering (“AML”) and know-your-client (“KYC”) policies by the Company’s chief investment officer, constant review of market information specifically regarding the exchanges or custodians security and solvency risk, setting balance limits for each exchange account based on risk exposure thresholds and preparing weekly asset management reports to ensure limits are being followed and having a fail-over plan to move cash and cryptocurrencies held on an exchange or with a custodian in instances where risk exposure significantly changes.
There is no significant credit risk with respect to receivables.
Interest Rate Risk
The Company is exposed to interest rate risk on its Kamino Facility, which bears a variable interest rate based on pool utilization (approximately 1.7% at March 31, 2026). The Company's convertible debentures bear fixed interest rates. At March 31, 2026, variable rate debt of $9.5 million represented approximately 19% of total debt obligations.
Cryptocurrencies Risk
Cryptocurrencies are measured at fair value less cost to sell. Cryptocurrency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and political and economic conditions. Further, cryptocurrencies have no underlying backing or contracts to enforce recovery of invested amounts. The profitability of the Company is related to the current and future market price of cryptocurrencies, mainly SOL; in addition, the Company may not be able to liquidate its cryptocurrencies at its desired price if necessary. Investing in cryptocurrencies is speculative, prices are volatile, and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.
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Cryptocurrencies have a limited history; their fair values have historically been volatile, and the value of cryptocurrencies held by the Company could decline rapidly. A decline in the market prices of cryptocurrencies could negatively impact the Company's future operations. Historical performance of cryptocurrencies is not indicative of their future performance.
Many cryptocurrency networks are online end-user-to-end-user networks that host a public transaction ledger (blockchain) and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many cryptocurrency transactions, the recipient or the buyer must provide its public key, which serves as an address for a digital wallet, to the seller. In the data packets distributed from cryptocurrency software programs to confirm transaction activity, each party to the transaction must sign transactions with a data code derived from entering the private key into a hashing algorithm, which signature serves as validation that the transaction has been authorized by the owner of the cryptocurrency. This process is vulnerable to hacking and malware and could lead to theft of the Company’s digital wallets and the loss of the Company’s cryptocurrency.
Cryptocurrencies are loosely regulated and there is no central marketplace for exchange. Supply is determined by a computer code, not a central bank. Additionally, exchanges may suffer from operational issues, such as delayed execution, which could have an adverse effect on the Company.
The cryptocurrency exchanges on which the Company may trade on are relatively new and, in many cases, largely unregulated, and therefore may be more exposed to fraud and failure than regulated exchanges for other assets. Any financial, security, or operational difficulties experienced by such exchanges may result in an inability of the Company to recover money or cryptocurrencies being held on the exchange. Further, the Company may be unable to recover cryptocurrencies awaiting transmission into or out of the exchange, all of which could adversely affect an investment of the Company. Additionally, to the extent that the digital asset exchanges representing a substantial portion of the volume in digital asset trading are involved in fraud or experience security failures or other operational issues, such digital asset exchanges' failures may result in loss or less favorable prices of cryptocurrencies, or may adversely affect the Company, its operations, and its investments.
Furthermore, crypto-exchanges engage in commingling their client's assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.
Loss of access risk
The loss of access to the private keys associated with the Company's cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that possesses both the unique public key and private key or keys relating to the "digital wallet" in which the cryptocurrency is held. To the extent a private key is lost, destroyed, or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency.
Irrevocability of transactions
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation.
Hard fork and airdrop risks
Hard forks may occur for a variety of reasons including, but not limited to, disputes over proposed changes to the protocol, significant security breach, or an unanticipated software flaw in the multiple versions of otherwise compatible software. In the event of a hard fork in a cryptocurrency held by the Company, it is expected that the Company would hold an equivalent amount of the old and new cryptocurrency following the hard fork.
Air drops occur when promoters of a new cryptocurrency send amounts of the new cryptocurrency to holders of another cryptocurrency, allowing them to claim a specified amount of the new cryptocurrency for free.
The Company may not be able to realize the economic benefit of a hard fork or airdrop, either immediately or ever, for various reasons. For instance, the Company may not have any systems in place to monitor or participate in hard forks or airdrops.
Market Risk
Market risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or foreign currency risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment. All investments present a risk of loss of capital. The maximum risk resulting from financial instruments is equivalent to their fair value. The Company’s investments are susceptible to other market risk arising from uncertainties about future prices of the instruments. The Company moderates this risk through the various investment strategies within the parameters of the Company’s investment guidelines.
As at March 31, 2026, management’s estimate of the effect on equity to a +/- 10% change in the market prices of the Company’s investments, with all other variables held constant, is $48,878 (September 30, 2025 - $68,566), and the effect of a +/- 10% change in the market price of the SOL token, with all other variables held constant, is $6.1 million (September 30, 2025 – $12.6 million).
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Foreign Currency Risk
The Company is exposed to foreign currency risk on financial assets and liabilities that are denominated in a currency other than the Canadian dollar. The currencies giving rise to this risk are primarily the U.S. dollar, Australian dollar, and the Euro, the balance of net monetary assets and liabilities in such currencies as of March 31, 2026, is $12.0 million (September 30, 2025 - $14.9 million). Sensitivity to a plus or minus 10% change in the foreign exchange rates would result in a foreign exchange gain/loss of $1.2 million (September 30, 2025 - $1.4 million).
Liquidity Risk
The Company is exposed to liquidity risk primarily as a result of its trade accounts payable as well as the risk of not being able to liquidate assets at reasonable prices. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2026, the Company had cash and cash equivalents balance of $0.4 million (September 30, 2025 - $1.8 million) to settle accounts payable and accrued liabilities of $1.8 million (September 30, 2025 - $2.3 million). All of the Company's trade accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.
While the Company's cash position at March 31, 2026 was insufficient on its own to settle all current liabilities, management has concluded that the Company has sufficient cash, cash equivalents, cryptocurrencies and other assets to support its operations for at least twelve months from the date of the issuance of the Interim Statements. The Company held digital assets with a fair value of approximately $60.6 million at March 31, 2026, which can be converted to fiat currency as needed. Additionally, the Company has access to capital markets through its USD$150 million base shelf prospectus dated November 14, 2025, and up to USD$480 million under its ATW convertible note facility, subject to market conditions and applicable terms.
Management's near-term plan to meet operating expenses and debt obligations includes eliminating unnecessary operating expenses, utilizing revenue from its staking and validating operations (although primarily in SOL), selective monetization of SOL holdings, opportunistic use of the shelf prospectus based on market conditions, and potential drawdowns under the ATW facility for strategic purposes. Management continuously monitors liquidity needs and may adjust its funding strategy as circumstances evolve.
Active Market Risk
The Company’s application of the revaluation model assumes the continued existence of an active market for SOL and other crypto assets (see Note 19 – Fair Value). A loss of such active markets could materially affect the Company’s ability to reliably measure fair value.
Concentration Risk
The Company is exposed to concentration risk as the majority of its assets are held in SOL and related validator operations. The value of these assets is highly dependent on the performance, stability, and adoption of the SOL network, as well as broader cryptocurrency market and economic conditions. Any adverse developments, including regulatory changes, security incidents, or network disruptions, could materially impact the Company’s financial position. The Company continuously evaluates its exposure and risk management strategies to mitigate potential adverse effects.
Regulatory Risk
The regulatory environment for digital assets, including SOL, remains uncertain and continues to evolve. Changes in laws, regulations, or enforcement actions in key jurisdictions could impact the Company’s ability to operate validator nodes, stake assets, or transact in SOL. Regulatory developments may also affect the liquidity, valuation, or classification of SOL under applicable financial reporting standards. The Company actively monitors regulatory changes and assesses potential impacts on its operations and financial position.
SOL Governance Risk
SOL’s development and governance are significantly influenced by the SOL Foundation, which plays a key role in protocol upgrades, ecosystem growth, and validator coordination. While SOL operates as a decentralized blockchain, the SOL Foundation’s decision-making authority could impact network stability, economic incentives, or technical direction in ways that may not align with the interests of all stakeholders. Any material changes initiated by the Solana Foundation, including governance proposals, tokenomics adjustments, or network upgrades, could affect the Company’s validator operations and the value of its SOL and SOL-related assets. The Company continues to monitor governance developments and assess potential risks to its operations.
On March 6, 2025, SOL validators and stakeholders commenced voting on governance proposals SIMD-0228 and SIMD-0123. SIMD-0228 proposed introducing a dynamic token emission model that would have adjusted SOL’s inflation rate based on staking participation, potentially reducing annual inflation from 4.5% to as low as 0.87%. However, the proposal did not reach the required supermajority and was rejected. SIMD-0123, which proposed a mechanism allowing validator operators to share priority fees with their stakers, was approved. The Company is evaluating the implications of these outcomes and will adjust its validator operations as necessary to maintain efficiency and competitiveness.
Other Risk Factors
Risks which the Company is not aware of or which the Company currently deems to be immaterial may surface and have a material adverse impact on the Company’s business income and financial condition. Exposure to credit, interest rate, cryptocurrency, and currency risks arises in the normal course of the Company’s business.
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CONSOLIDATION
On August 5, 2025, the Company consolidated its issued and outstanding common shares on the basis of one (1) new Common Share for every eight (8) existing Common Shares, subject to rounding adjustments. Following the consolidation, the number of issued and outstanding Common Shares was reduced from 176,696,312 to 22,087,035. The consolidation also resulted in proportional adjustments to outstanding stock options, warrants, and convertible securities. There was no change to the Company’s name or trading symbols.
SUBSEQUENT EVENTS
On April 14, 2026, the Company completed the acquisition of substantially all of the assets of Darklake Labs Pte. Ltd. (“Darklake”), a technology company specializing in zero-knowledge privacy solutions for the Solana blockchain. The transaction was completed for total consideration of approximately USD $1.2 million, consisting of USD $200,000 in cash and 1,047,156 common shares of the Company issued at fair value, subject to a statutory four-month lock-up period. As part of the acquisition, the founders and core development team of Darklake joined the Company.
On May 4, 2026, the Company announced that it had entered into a definitive agreement to acquire HoudiniSwap LLC, a non-custodial, privacy-focused cross-chain swap aggregator, for total consideration of approximately USD $18 million. The agreement includes a two-year earn-out of up to USD $10 million, contingent on achieving specified EBITDA thresholds. In addition, the Company’s acquisition advisor is entitled to a cash fee and warrants in connection with closing. The purchase price consists of USD $8.25 million in cash (including USD $7.0 million payable on closing and USD $1.25 million payable over 18 months), a USD $5.75 million promissory note due six months after closing, and USD $4.0 million in common shares, to be issued based on a 90-day VWAP prior to closing and subject to a four-month hold period. The consideration also includes USD $100,000 in common share purchase warrants, exercisable for two years at a premium to market price.
OTHER INFORMATION
This management’s discussion and analysis of the financial position and results of operations for the three and six months ended March 31, 2026, should be read in conjunction with the Company’s audited financial statements for the year ended September 30, 2025 and 2024. Additional information can be accessed through the Company’s public filings under the Company’s SEDAR+ profile at www.sedarplus.ca.
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION
The Company’s financial statements are the responsibility of the Company’s management and have been approved by the Board of Directors’. The financial statements were prepared by the Company’s management in accordance with IFRS. The financial statements include certain amounts based on the use of estimates and assumptions. Management has established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that material information relating to the Company is made known to the Company’s certifying officers.
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the period end date and, based on that evaluation, have concluded that the disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed under applicable securities legislation is recorded, processed, summarized and reported within the time periods specified. Management regularly reviews the Company’s disclosure controls and procedures; however, they cannot provide absolute assurance due to the inherent limitations of any cost-effective system of controls to prevent or detect all misstatements due to error or fraud.
Management is also responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
Notwithstanding the foregoing, during the year ended September 30, 2025, management identified material weaknesses in the Company’s ICFR relating to:
(a) the absence of a formally designed and implemented process to account for significant, complex, non-recurring transactions; and
(b) the Company’s ability to obtain timely access to service organization control reports from a custodian that holds certain digital assets off-chain.
A material weakness is a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements may not be prevented or detected and corrected on a timely basis. As a result of these material weaknesses, management has concluded that the Company’s ICFR was not effective as of the period end date.
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Remediation Plan
The Company has initiated remediation of these material weaknesses and is currently in the design phase of a comprehensive remediation plan subject to Audit Committee approval:
Material Weakness (a) – Complex Transaction Accounting Process:
Management has designed formal policies and procedures for identifying, analyzing, and documenting complex transactions, with particular focus on unique financing structures, material transactions, and cryptocurrency-specific matters such as staking arrangements, token conversions, and governance participation. The framework includes transaction review protocols, escalation procedures, and requirements for independent technical accounting position papers on significant non-routine matters. External accounting advisors will be engaged to support the execution of these enhanced processes.
Material Weakness (b) – Service Organization Control Reports:
Management has developed a remediation approach that includes, negotiating enhanced service level agreements with custodians to establish contractual timelines for SOC report delivery, reducing custodial concentration risk, and evaluating custodial arrangements that provide more responsive reporting. The proposed plan may also include supplementary monitoring procedures such as enhanced reconciliation processes, direct confirmation protocols, and expanded analytical review of custodial activity to reduce reliance on delayed SOC reports.
Upon Audit Committee approval of the remediation plan, management will proceed with implementation and testing. Management expects these remediation efforts to be substantially completed and operating by the end of the third quarter of fiscal 2026.
Material weaknesses in the Company's ICFR will not be considered remediated until the relevant controls have operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.
“Michael Hubbard”
Chief Executive Officer
May 15, 2026
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