SOL Strategies Announces Repayment of Credit Facility with Former Board Chairman

Executive Summary

• SOL Strategies announced an amended credit facility with former Chairman Antanas Guoga, converting 50% of the outstanding balance to equity at C$2.14 per share and issuing ~2.3 million shares.
• The remaining debt will be repaid in two cash tranches of C$2,461,777.12 each, scheduled for 7 days and 45 days after signing.
• The transaction reduces overall liabilities, improves the capital structure, and is being executed as a related‑party transaction under MI 61‑101 without immediate minority‑shareholder approval.

Key Details

• Conversion to Equity: 50% of the credit facility balance converts to common shares at C$2.14 per share (based on Dec 30 2025 closing price), resulting in issuance of 2,300,726 shares.
• Statutory Hold Period: Converted shares subject to a four‑month‑plus‑one‑day hold period from issuance date.
• Cash Repayment Schedule: Remaining balance repaid in two equal cash tranches of C$2,461,777.12 each; first tranche due 7 days after signing, second tranche due 45 days after signing.
• Related‑Party Nature: Lender is former Board Chairman and significant shareholder (~13% of outstanding shares on an undiluted basis). Transaction qualifies as a “related party transaction” under Multilateral Instrument 61‑101; exemptions from formal valuation and minority‑shareholder approval are being relied upon.
• Previous Repayments: Prior repayments in October and November 2025 totaled C$7 million.
• Regulatory Filings: Company did not file a material change report prior to signing but will file one within the required timeframe containing all prescribed disclosures.
• Management Comment: Michael Hubbard, Interim CEO, stated the restructuring “optimizes our capital structure” and reflects continued confidence from Mr. Guoga in SOL Strategies’ Solana infrastructure business.

Notable Quotes

“This balance sheet restructuring optimizes our capital structure,” said Michael Hubbard, Interim CEO of SOL Strategies.
“Mr Guoga's conversion of half of this facility to equity reflects his continued trust in the Company's Solana infrastructure business.”