Sol Strategies releases credit facility repayment terms

Executive Summary

• Sol Strategies Inc. has announced the terms for the repayment and restructuring of its credit facility with Antanas Guoga, the company's former board chairman and significant shareholder.
• The transaction involves converting 50% of the outstanding balance into equity and repaying the remaining 50% in cash tranches, serving as a balance sheet optimization strategy.
• This is a related-party transaction under Multilateral Instrument 61-101, with the company relying on exemptions from formal valuation and minority shareholder approval requirements.

Key Details

• Equity Conversion: 50% of the outstanding credit facility balance will convert to equity on January 7, 2026.
• Conversion Price: $2.14 per common share, based on the closing price on December 30, 2025.
• Shares Issued: The conversion results in the issuance of 2,300,726 common shares.
• Share Restrictions: The issued shares are subject to a statutory hold period of four months and one day from the date of issuance.
• Cash Repayment: The remaining balance will be repaid in two equal cash tranches of $2,461,777.12 each.
• Repayment Schedule: The cash tranches are due within seven days and 45 days of signing, respectively.
• Previous Repayments: This transaction follows prior repayments in October and November totaling $7 million.
• Counterparty Details: The lender is Antanas Guoga, former chairman and former director, who holds approximately 13% of outstanding common shares on an undiluted basis (including options).
• Regulatory Context: The company is relying on exemptions from formal valuation and minority shareholder approval under sections 5.5(a) and 5.7(1)(a) of MI 61-101.
• Disclosure Status: No material change report was filed 21 days prior to agreement; the company intends to file the required report within the mandated timeframe.

Notable Quotes

• "This balance sheet restructuring optimizes our capital structure... Mr. Guoga's conversion of half of this facility to equity reflects his continued trust in the company's Solana infrastructure business. These final repayments follow repayments in October and November totalling $7-million. This conversion is a significant milestone to reducing liabilities and maintaining a healthy balance sheet." — Michael Hubbard, Interim CEO