SOL Strategies Inc. (Form: 40FR12B/A, Received: 08/29/2025 06:08:07)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 40-F/A
(Amendment No. 1)

[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

[ ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended

Commission File Number

Sol Strategies Inc.
(Exact name of Registrant as specified in its charter)

Ontario	6199	Not applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

217 Queen Street West, Suite 401

Toronto, Ontario, M5V 0R2, Canada

(416) 480-2488
(Address and telephone number of Registrant's principal executive offices)

____________________

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3133
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	STKE	Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[ ] Annual information form

[ ] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [X] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [ ] Yes [ ] No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company [X]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]

The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]

EXPLANATORY NOTE

Sol Strategies Inc. (the "Company" or the "Registrant") is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multi-jurisdictional disclosure system ("MJDS") of the Exchange Act. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Registrant is filing this Amendment No. 1 to the registration statement to include additional exhibits, each of which is being incorporated by reference in the registration statement, and update the section entitled “Nasdaq Corporate Governance”.

FORWARD-LOOKING INFORMATION

This registration statement and the documents incorporated by reference herein 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 registration statement speak only as of the date of this registration statement or as of the date specified in such statement. These forward-looking statements may include, but are not limited to, statements relating to:

- the Company's expectations regarding its revenue, expenses, operations and future operational and financial performance;

- the Company's cash flows;

- popularity, adoption and rate of adoption of cryptocurrencies;

- the rise of Solana's increasing market share in the asset tokenization market;

- the Company's future growth plans and acquisition strategies;

- the Company's ability to stay in compliance with laws and regulations or the interpretation or application thereof that currently apply or may become applicable to its business both in Canada, the United States (the "U.S.") and internationally;

- the Company's expectations with respect to the application of laws and regulations and the interpretation or enforcement thereof and its ability to continue to carry on its business as presently conducted or proposed to be conducted;

- the reliability, stability, performance and scalability of the Company's infrastructure and technology;

- the Company's ability to attract new customers and maintain existing customers;

- the Company's ability to attract and retain personnel;

- the Company's expectations with respect to advancement in its technologies;

- the Company's competitive position and its expectations regarding competition; and

- regulatory developments and the regulatory environments in which the Company operates.

Forward-looking statements are based on certain assumptions and analysis made by us in light of the Company's experience and perception of historical trends, current conditions and expected future developments and other factors the Company believes 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;

- the Company is subject to an extensive and highly evolving and uncertain regulatory landscape and any adverse changes to, or its failure to comply with, any laws and regulations, or regulatory interpretation of such laws and regulations, could adversely affect its 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 the Company is unable to properly characterize a crypto asset or product offering, it may be subject to regulatory scrutiny, investigations, fines, and other penalties, and its business, operating results, and financial condition may be adversely affected;

- risks related to managing the Company's growth;

- the Company's 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 the Company's expect, its 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 the Company's industry and markets;

- the Company's reliance on key personnel;

- the Company's 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 the Company's 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 registration statement.

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, the Company operates in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for the Company's management to predict all risks, nor can the Company assess the impact of all factors on its 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 the Company 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.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under MJDS adopted by the United States Securities and Exchange Commission, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements, which are filed with this report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.150 inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed or will file certain consents as Exhibit 99.150 as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

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

As of the date hereof, 22,258,232 Common Shares are issued and outstanding.

As of the date hereof, the Registrant also has 856,125 Options, 1,552,042 Warrants, 43,675 convertible debenture units and 133,335 restricted share units issued and outstanding. See the notes to the Registrant’s audited financial statements for the year ended September 30, 2024 for additional information regarding the Company’s convertible securities.

CURRENCY

Unless otherwise indicated, all dollar amounts in this registration statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on September 27, 2024 based upon the daily exchange rate as quoted by the Bank of Canada was Cdn.$1.00 = U.S.$0.7408.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements. (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CONTRACTUAL OBLIGATIONS

In accordance with General Instruction B.(12) of Form 40-F, the required disclosure is included under the headings "Liquidity Risk" in Management's Discussion and Analysis for the years ended September 30, 2024 and 2023 filed as Exhibit 99.73 hereto.

NASDAQ CORPORATE GOVERNANCE

The Company is a “foreign private issuer” as defined in Rule 3b-4 under Exchange Act and the Company’s common shares are listed on the Nasdaq Capital Market (the “Nasdaq”) and the Canadian Securities Exchange (the “CSE”). Rule 5615(a)(3) of the listing rules of the Nasdaq (the “Nasdaq Stock Market Rules”) permits foreign private issuers to follow home country practices in lieu of certain provisions of Nasdaq Stock Market Rules. A foreign private issuer that follows home country practices in lieu of certain provisions of Nasdaq Stock Market Rules must disclose ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States.

A description of the ways in which the Company's governance practices differ from those followed by domestic companies pursuant to Nasdaq standards are as follows:

Compensation Committee Charter: The Registrant does not follow Nasdaq Stock Market Rule 5605(d)(1), which requires companies to adopt a formal written compensation committee charter and have a compensation committee review and reassess the adequacy of the charter on an annual basis. In lieu of following Nasdaq Stock Market Rule 5605(d)(1), the Registrant follows the rules of the CSE.

Independent Director Oversight of Director Nominations: The Registrant does not follow Nasdaq Stock Market Rule 5605(e)(1), which requires Independent Director involvement in the selection of director nominees, by having a nominations committee comprised solely of Independent Directors. In lieu of following Nasdaq Stock Market Rule 5605(e)(1), the Registrant follows the rules of the CSE.

Nominations Committee Charter: The Registrant does not follow Nasdaq Stock Market Rule 5605(e)(2), which requires companies to adopt a formal written nominations committee charter or board resolution, as applicable, addressing the director nomination process and such related matters as may be required under the federal securities laws. In lieu of following Nasdaq Stock Market Rule 5605(e)(2), the Registrant follows the rules of the CSE.

Shareholder Meeting Quorum Requirements: The Registrant does not follow Nasdaq Stock Market Rule 5620(c) which requires that the minimum quorum requirement for a meeting of shareholders be 33 1/3 % of the outstanding common shares. In addition, Nasdaq Stock Market Rule 5620(c) requires that an issuer listed on Nasdaq state its quorum requirement in its by-laws. In lieu of following Nasdaq Stock Market Rule 5620(c), the Registrant follows the rules of the CSE.

The foregoing is consistent with applicable laws, customs and practices in Canada.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has filed a Form F-X in connection with the class of securities to which this registration statement relates.

Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

		SOL STRATEGIES INC.


	By:	/s/ Leah Wald
		Name: Leah Wald
Date: August 28, 2025		Title: Chief Executive Officer & Director

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this registration statement:

Exhibit	Description
99.1*	News Release dated February 20, 2024
99.2*	Interim Condensed Consolidated Financial Statements of Cypherpunk Holdings Inc. for the three months ended December 31, 2023 and 2022
99.3*	Management's Discussion and Analysis of Cypherpunk Holdings Inc. for the three month period ended December 31, 2023 and 2022
99.4*	Certification of Interim Filings of Cypherpunk Holdings Inc. by CFO dated February 29, 2024
99.5*	Certification of Interim Filings of Cypherpunk Holdings Inc. by CEO dated February 29, 2024
99.6*	News Release dated March 11, 2024
99.7*	News Release dated May 10, 2024
99.8*	Confirmation of Notice of Record and Meeting Dates dated May 27, 2024
99.9*	Interim Condensed Consolidated Financial Statements of Cypherpunk Holdings Inc. for the six months ended March 31, 2024 and 2023
99.10*	Management's Discussion and Analysis of Cypherpunk Holdings Inc. for the six months ended March 31, 2024 and 2023
99.11*	Certification of Interim Filings of Cypherpunk Holdings Inc. by CFO dated May 29, 2024
99.12*	Certification of Interim Filings of Cypherpunk Holdings Inc. by CEO dated May 29, 2024
99.13*	News Release dated May 31, 2024
99.14*	News Release dated June 12, 2024
99.15*	News Release dated July 5, 2024
99.16*	News Release dated July 9, 2024
99.17*	Management Information Circular of Cypherpunk Holdings Inc. dated July 2, 2024
99.18*	Request for Financial Statements of Cypherpunk Holdings Inc. for the Annual and Special Meeting of Shareholders to be held on July 30, 2024
99.19*	Form of Proxy of Cypherpunk Holdings Inc. for the Annual and Special Meeting of Shareholders to be held on July 30, 2024
99.20*	Voting Instruction Form of Cypherpunk Holdings Inc. for the Annual and Special Meeting of Shareholders to be held on July 30, 2024
99.21*	News Release dated July 16, 2024
99.22*	News Release dated July 31, 2024

Exhibit	Description
99.23*	Interim Unaudited Condensed Consolidated Financial Statements of Cypherpunk Holdings Inc. for the nine months ended June 30, 2024 and 2023
99.24*	Management's Discussion and Analysis of Cypherpunk Holdings Inc. for the nine months ended June 30, 2024 and 2023
99.25*	Certification of Interim Filings of Cypherpunk Holdings Inc. by CFO dated August 29, 2024
99.26*	Certification of Interim Filings of Cypherpunk Holdings Inc. by CEO dated August 29, 2024
99.27*	News Release dated September 9, 2024
99.28*	News Release dated September 10, 2024
99.29*	News Release dated September 11, 2024
99.30*	Certificate and Articles of Amendment of Cypherpunk Holdings Inc. dated September 12, 2024
99.31*	News Release dated September 12, 2024
99.32*	Material Change Report dated September 24, 2024
99.33*	News Release dated October 3, 2024
99.34*	News Release dated October 10, 2024
99.35*	News Release dated October 15, 2024
99.36*	News Release dated October 22, 2024
99.37*	Material Change Report dated October 23, 2024
99.38*	News Release dated October 25, 2024
99.39*	News Release dated October 29, 2024
99.40*	News Release dated October 29, 2024
99.41*	News Release dated November 18, 2024
99.42*	News Release dated November 25, 2024
99.43*	News Release dated November 25, 2024
99.44*	News Release dated November 25, 2024
99.45*	Material Change Report dated November 26, 2024
99.46*	Asset Purchase Agreement between Sol Strategies Inc. and Ben Hawkins dated November 14, 2024
99.47*	News Release dated December 4, 2024
99.48*	News Release dated December 5, 2024
99.49*	News Release dated December 11, 2024
99.50*	News Release dated December 12, 2024
99.51*	News Release dated December 20, 2024
99.52*	News Release dated December 31, 2024
99.53*	News Release dated December 31, 2024
99.54*	Asset Purchase Agreement between Sol Strategies Inc. and Orangefin Ventures LLC dated December 20, 2024
99.55*	Material Change Report dated December 31, 2024
99.56*	News Release dated January 7, 2025

Exhibit	Description
99.57*	Material Change Report dated January 7, 2025
99.58*	News Release dated January 9, 2025
99.59*	Loan Agreement between Sol Strategies Inc. and Antanas Guoga dated October 21, 2024
99.60*	Amended and Restated Loan Agreement between Sol Strategies Inc. and Antanas Guoga dated January 6, 2025
99.61*	News Release dated January 16, 2025
99.62*	News Release dated January 16, 2025
99.63*	Material Change Report dated January 16, 2025
99.64*	Securities Purchase Agreement between Sol Strategies Inc. and ParaFi Venture Fund II LP dated January 8, 2025
99.65*	Securities Purchase Agreement between Sol Strategies Inc. and ParaFi Quantitative Strategies LP dated January 8, 2025
99.66*	Securities Purchase Agreement between Sol Strategies Inc. and ParaFi Digital Opportunities LP dated January 8, 2025
99.67*	News Release dated January 17, 2025
99.68*	News Release dated January 21, 2025
99.69*	News Release dated January 21, 2025
99.70*	News Release dated January 22, 2025
99.71*	News Release dated January 24, 2025
99.72*	News Release dated January 27, 2025
99.73*	Management's Discussion and Analysis of Sol Strategies Inc. for the years ended September 30, 2024 and 2023
99.74*	News Release dated January 29, 2025
99.75*	News Release dated February 3, 2025
99.76*	News Release dated February 4, 2025
99.77*	News Release dated February 10, 2025
99.78*	News Release dated February 11, 2025
99.79*	News Release dated February 14, 2025
99.80*	News Release dated February 18, 2025
99.81*	Letter from Former Auditor dated February 12, 2025
99.82*	Letter from Successor Auditor dated February 6, 2025
99.83*	Notice of Change of Auditor dated February 12, 2025
99.84*	News Release dated February 20, 2025
99.85*	News Release dated February 24, 2025
99.86*	News Release dated February 25, 2025

Exhibit	Description
99.87*	News Release dated March 3, 2025
99.88*	Interim Unaudited Condensed Consolidated Financial Statements of Sol Strategies Inc. for the three months ended December 31, 2024 and 2023
99.89*	Management's Discussion and Analysis of Sol Strategies Inc. for the three months ended December 31, 2024 and 2023
99.90*	Certification of Interim Filings of Sol Strategies Inc. by CFO dated March 3, 2025
99.91*	Certification of Interim Filings of Sol Strategies Inc. by CEO dated March 3, 2025
99.92*	News Release dated March 3, 2025
99.93*	News Release dated March 7, 2025
99.94*	News Release dated March 10, 2025
99.95*	News Release dated March 17, 2025
99.96*	Material Change Report dated March 17, 2025
99.97*	Asset Purchase Agreement between Sol Strategies Inc. and Michael Hubbard dated March 7, 2025
99.98*	News Release dated April 7, 2025
99.99*	News Release dated April 11, 2025
99.100*	News Release dated April 15, 2025
99.101*	News Release dated April 23, 2025
99.102*	Material Change Report dated April 23, 2025
99.103*	Annual Information Form of Sol Strategies Inc. for the financial year ended September 30, 2024
99.104*	Certification of Interim Filings of Sol Strategies Inc. by CFO dated April 28, 2025
99.105*	Certification of Interim Filings of Sol Strategies Inc. by CEO dated April 28, 2025
99.106*	News Release dated April 30, 2025
99.107*	News Release dated May 1, 2025
99.108*	News Release dated May 1, 2025
99.109*	Securities Purchase Agreement between Sol Strategies Inc. and ATW Solana Ventures SPV LLC dated April 23, 2025
99.110*	Material Change Report dated May 1, 2025
99.111*	News Release dated May 6, 2025
99.112*	News Release dated May 8, 2025
99.113*	News Release dated May 12, 2025
99.114*	Voting Instruction Form of Sol Strategies Inc. for the Annual and Special Meeting of Shareholders to be held on June 19, 2025
99.115*	Request for Financial Statements of Sol Strategies Inc. for the Annual and Special Meeting of Shareholders to be held on June 19, 2025
99.116*	Management Information Circular of Sol Strategies Inc. dated May 9, 2025
99.117*	Form of Proxy of Sol Strategies Inc. for the Annual and Special Meeting of Shareholders to be held on June 19, 2025
99.118*	Notice of Annual and Special Meeting of Shareholders of Sol Strategies Inc. to be held on June 19, 2025
99.119*	News Release dated May 27, 2025
99.120*	News Release dated May 28, 2025
99.121*	News Release dated May 29, 2025
99.122*	Interim Unaudited Condensed Consolidated Financial Statements of Sol Strategies Inc. for the three and six months ended March 31, 2025 and 2024
99.123*	Management’s Discussion and Analysis of Sol Strategies Inc. for the six months ended March 31, 2025 and 2024
99.124*	Certification of Interim Filings of Sol Strategies Inc. by CFO dated May 30, 2025
99.125*	Certification of Interim Filings of Sol Strategies Inc. by CEO dated May 30, 2025
99.126*	News Release dated June 2, 2025
99.127*	Consolidated Financial Statements of Sol Strategies Inc. for the years ended September 30, 2024 and 2023
99.128*	Certification of Refiled Annual Filings of Sol Strategies Inc. by CFO dated June 18, 2025
99.129*	Certification of Refiled Annual Filings of Sol Strategies Inc. by CEO dated June 18, 2025

Exhibit	Description
99.130	News Release dated June 19, 2025
99.131	News Release dated June 26, 2025
99.132	News Release dated July 2, 2025
99.133	News Release dated July 21, 2025
99.134	Material Change Report dated July 21, 2025
99.135	News Release dated July 23, 2025
99.136	News Release dated July 28, 2025
99.137	News Release dated July 29, 2025
99.138	News Release dated July 30, 2025
99.139	Notice Dated July 30, 2025
99.140	News Release dated August 5, 2025
99.141	Certificate and Articles and Amendment dated August 5, 2025
99.142	Material Change Report dated August 5, 2025
99.143	News Release dated August 7, 2025
99.144	News Release dated August 25, 2025
99.145	Interim Unaudited Condensed Financial Statements of Sol Strategies Inc. for the three and nine months ended June 30, 2025 and 2024
99.146	Management’s Discussion and Analysis of Sol Strategies Inc. for the three and nine months ended June 30, 2025 and 2024
99.147	Certification of Interim Filings of Sol Strategies Inc. by CEO dated August 26, 2025
99.148	Certification of Interim Filings of Sol Strategies Inc. by CFO dated August 26, 2025
99.149	News Release dated August 26, 2025
99.150	Consent of Davidson & Company LLP

*Previously Filed

SOL Strategies Files Form 40-F Registration Statement with the SEC

Initiates Final Steps Toward Nasdaq Listing Under Ticker STKE

Toronto, Ontario--(Newsfile Corp. - June 19, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company providing infrastructure for the Solana blockchain ecosystem, is pleased to announce that it has filed a Form 40-F Registration Statement ("Form 40F") with the United States Securities and Exchange Commission (the "SEC"), in connection with its application to list its common shares ("Shares") on The Nasdaq Stock Market LLC (the "Nasdaq").

In tandem with this milestone, the Company is incorporating a vote at its upcoming Annual General Meeting (AGM) on June 19, 2025, to approve a share price consolidation, a necessary step to meet Nasdaq's minimum listing requirements.

The Form 40-F filing is an important step in the Company's growth strategy. Subject to SEC effectiveness and Nasdaq approval, the Nasdaq listing would expand SOL Strategies' presence in U.S. capital markets. Upon effectiveness of the Form 40-F and approval of the Nasdaq listing application, SOL Strategies expects its common shares ("Shares") to begin trading on Nasdaq under the symbol STKE, while continuing to trade on the Canadian Securities Exchange under the symbol HODL.

The listing of the Shares on Nasdaq remains subject to the approval of Nasdaq listing qualifications staff and the satisfaction of all applicable Nasdaq Capital Market listing standards and regulatory requirements, including the Form 40-F being declared effective by the SEC. The Company will continue to maintain the listing of its Shares on the CSE. SOL Strategies will provide further updates on its Nasdaq listing application as information becomes available.

About SOL Strategies

SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) is a Canadian company actively investing in, supporting, and providing infrastructure for the Solana blockchain ecosystem that operates at the forefront of blockchain innovation. Specializing in the Solana ecosystem, the company provides strategic investments and infrastructure solutions to enable the next generation of decentralized applications.

To learn more about SOL Strategies, please visit www.solstrategies.io. A copy of this news release and all the Company's related material documents regarding the Company may be obtained under the Company's SEDAR+ profile at www.sedarplus.ca.

Investor Contact:
John Ragozzino, CFA
solstrategies@icrinc.com
203.682.8284

Cautionary Note Regarding Forward-Looking Information:

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking statements and information relating to the Company's or the Company's management team's expectations, hopes, beliefs, intentions or strategies regarding the future, and expectations regarding the characteristics, value drivers, and anticipated benefits of the Company's business plans and operations related thereto. Forward-looking information can also be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or indicates that certain actions, events or results "may", "could", "would", "might" or "will be" taken, "occur" or "be achieved".

Forward-looking statements in this news release include statements regarding the potential listing of the Company's Shares on Nasdaq, the timing thereof, receipt of regulatory approval for, and the Form 40-F Registration Statement with the SEC, and the continued listing on the CSE and its intended impact on the Company. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking statements are made based on management's beliefs, estimates, and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates, and opinions or other circumstances should change, except as required by law. Investors are cautioned against attributing undue certainty to forward-looking statements.

Disclaimer:

SOL Strategies is an independent organization in the Solana ecosystem. SOL Strategies is not affiliated with, owned by, or under common control with Solana Foundation (the "Foundation"), and the Foundation has not entered into any association, partnership, joint venture, employee, or agency relationship with SOL Strategies.

None of the Foundation or its council members, officers, agents or make any representations or warranties, recommendations, endorsements or promises with respect to the accuracy of any statements made, information provided, or action taken by SOL Strategies and expressly disclaim any and all liability arising from or related to any such statements, information or action.

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/256042

PRESS RELEASE

ANTANAS GUOGA ANNOUNCES FILING OF EARLY WARNING REPORT RELATED TO SOL

STRATEGIES INC.

FOR IMMEDIATE RELEASE

TORONTO - ON - June 26, 2025 - Antanas Guoga, Chair and director of Sol Strategies Inc. (formerly, Cypherpunk Holdings Inc., the "Company"), announces that he has filed an early warning report (the "Report") regarding several acquisitions and dispositions of common shares (each, a "Common Share") in the capital of the Company through the facilities of the Canadian Securities Exchange that resulted in the change of ownership of more than 2% (collectively, the "Transactions")..

Prior to the completion of the Transactions, Mr. Guoga held an aggregate of 33,716,788 Common Shares and 135,500 stock options, representing approximately 21.24% of the then issued and outstanding Common Shares on an undiluted basis and approximately 21.31% on a partially diluted basis. Upon completion of the Transactions, Mr. Guoga holds an aggregate of 26,310,268 Common Shares, representing approximately 15.28% of the issued and outstanding Common Shares on an undiluted and partially diluted basis.

Mr. Guoga has a long-term view of the investment and may acquire additional securities of the Company either on the open market or through private acquisitions or sell the Common Shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

For further details relating to the acquisition, please see the Report, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca, or may be requested by mail at: Antanas Guoga c/o Sol Strategies Inc., 217 Queen Street West, Suite 401, Toronto, ON M5V 0R2, or by email at tonyguoga@icloud.com.

Sol Strategies Monthly Update Highlighting Record Solana Staked and 40F Filing with SEC as Strategic Step Towards Nasdaq Listing

Toronto, Ontario--(Newsfile Corp. - July 2, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, today issued a comprehensive corporate update for the month of June.

June marked a milestone month in SOL Strategies' evolution as an institutional gateway to the Solana ecosystem, with the successful filing of our Form 40-F bringing us one step closer to cross-listing on Nasdaq and expanding our presence in U.S. capital markets The month also saw record highs for delegated Solana stake and continued advancements our core technology offerings.

Treasury and Validator Operations Update (As of June 30, 2025):

SOL Holdings: 392,667 SOL (~CAD $82.6mm), majority actively staked
jitoSOL Staked Holdings: 26,440 (valued at ~32,060 SOL, ~6.7mm CAD) Combined SOL Holdings of approximately $89.3mm CAD
SOL Assets Under Delegation: 3,745,116 SOL (up from 3,581,656 at May 31, 2025). An approximate 4.5% increase month over month.
Unique Wallets Served: 5,520 up from 5,441 wallets at May 31, 2025
Validator uptime: 100% (Laine)
Peak APY delivered: 7.88% (Orangefin); Network average: 7.45% CAD exchange value estimate of $210.32 per SOL

*SOL to CAD conversion based on the exchange rate published on Kraken (https://pro.kraken.com/app/trade/sol-cad) as of 12:00 a.m. UTC on June 30, 2025.

June 2025 Corporate Highlights:

Form 40-F Filed with SEC: On June 19, 2025, SOL Strategies announced it has filed a Form 40-F Registration Statement with the SEC as part of its application to list on the Nasdaq Stock Market under the symbol "STKE", while maintaining its CSE listing under "HODL". The Nasdaq listing remains subject to Nasdaq approval and standard regulatory conditions.

Annual Shareholder Meeting: On June 19, 2025, shareholders approved a share price consolidation, a necessary step towards meeting Nasdaq's minimum listing requirements and advancing the Company's U.S. capital markets strategy.

Strategic Ecosystem Reserve Established: SOL Strategies established its Strategic Ecosystem Reserve (SER) with an initial acquisition of 52,181.564 JTO tokens (approximate $154,000 CAD), representing the Company's ongoing support for the Solana ecosystem and focus on backing teams that have a proven track record in advancing Solana's core infrastructure. Funded from a part of our validator revenue the SER will gradually expand to include other key projects we believe are instrumental in Solana's success while we retain our core focus on building and growing our treasury and validator operations.

Technology and Product Development

In June, development of the Orangefin mobile staking application progressed steadily, highlighted by a new partnership with MoonPay to streamline the fiat-to-SOL onramp experience, an integration with Ledger hardware devices, and new language integrations expanding global accessibility.

Leah Wald, CEO of SOL Strategies, stated:

"Filing our 40-F with the SEC represents more than just a regulatory milestone-it's a foundational step in our mission to bridge traditional finance with Solana's proven infrastructure. While June's focus remained on completing this critical filing, we maintained momentum across our operations, enhancing Orangefin's global accessibility. These initiatives demonstrate our commitment to supporting the foundational infrastructure that drives Solana's growth."

About SOL Strategies

SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) is a Canadian investment company that operates at the forefront of blockchain innovation. Specializing in the Solana ecosystem, the company provides strategic investments and infrastructure solutions to enable the next generation of decentralized applications.

Investor Contact:
John Ragozzino, CFA
solstrategies@icrinc.com
203.682.8284

Cautionary Note Regarding Forward-Looking Information:

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements in this news release include statements regarding the completion of the Nasdaq listing application, the effectiveness of the Form 40-F Registration Statement, and the intended impact of various business initiatives on the Company. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/257532

SOL Strategies Announces Strategic Board Transition and Leadership Appointments

Tony Guoga will Transition from His Position as Chairman of the Board of Directors to Strategic

Advisor

Luis Berruga Appointed as Chairman of the Board of Directors

José Manuel Calderón and Michael Hubbard Join the Board of Directors

Toronto, Ontario--(Newsfile Corp. - July 21, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, today announced a series of board changes designed to accelerate the Company's growth strategy, strengthen corporate governance and enhance its board of directors' (the "Board") depth of expertise. The new Board members bring significant industry expertise, deep capital markets experience, and global relationships that are expected to enhance operational execution, expand market reach, and reinforce the Company's position as a key participant in the Solana ecosystem.

The Company has appointed Luis Berruga as Chairman of the Board, and welcomes José Manuel Calderón and Michael Hubbard, as new directors. Concurrently, Tony Guoga will step down as Chairman and transition to the role of Strategic Advisor.

Chairman and Board Appointments to Support Next-Stage Growth

Luis Berruga, an experienced leader with two decades of traditional finance and capital markets expertise, assumes the role of Chairman of the Board. Mr. Berruga joined SOL Strategies' Board in March 2025 and previously served as CEO and Chairman of Global X ETFs, where he oversaw the company's growth from a small startup to a global ETF leader with over $80 billion in assets under management (AUM).

José Manuel Calderón joins the Board as an independent director, bringing strong investment and leadership experience and a robust network of relationships in the Canadian market, where he is widely known from his time with the Toronto Raptors basketball team during his 14-year career in the NBA. Calderón enhances the Board's independent composition while contributing strategic insights from his background in professional sports, entrepreneurship and philanthropy. His appointment is expected to strengthen the Board's diversity of perspectives and regional reach.

Michael Hubbard, the Company's Chief Strategy Officer has also been appointed to the Board. A recognized leader within the Solana validator community, Hubbard joined the Company through its acquisition of Laine's validator operations. His addition brings substantial technical depth, ecosystem insight, and operational experience that will further align the Board with the Company's Solana infrastructure priorities.

Together, these appointments reflect the Company's focus on delivering operational excellence, building strategic partnerships, and expanding visibility across institutional and retail channels.

Strengthening Leadership During Industry Evolution

As the institutional Solana ecosystem rapidly matures with increasing competition and evolving regulatory frameworks, these leadership appointments position SOL Strategies to capitalize on emerging opportunities while maintaining its first-mover advantages. The enhanced Board expertise in capital markets, validator operations, and institutional relationships provides the Company with differentiated capabilities to navigate complex market dynamics and accelerate value creation for shareholders.

Chairman Transition and Continued Commitment

Tony Guoga will step down as Chairman of the Board and transition to a new role as Strategic Advisor. In his role as Strategic Advisor, he will continue working closely with the Company's leadership team and help guide the Company's growth trajectory.

Management Commentary

"This transition represents a pivotal moment in SOL Strategies' evolution as we position ourselves for accelerated growth and expanded market presence," said Leah Wald, CEO of SOL Strategies. "Tony has been an extraordinary and visionary leader who guided us through transformational growth, built the foundation for tremendous value creation, and positioned us to further scale SOL Strategies during our critical early development. We are extremely grateful for his support and commitment to our mission now and in the future."

"The appointment of Luis as Chairman brings exceptional institutional knowledge, rigorous risk management and traditional finance expertise as we advance our Nasdaq listing objectives," said Wald. "José's addition as an independent director enhances our governance structure and will provide valuable strategic insights. Michael's appointment reflects the deep integration of our validator operations and reinforces our commitment to technical excellence and Solana ecosystem leadership."

About SOL Strategies

Investor Contact:
John Ragozzino, CFA
solstrategies@icrinc.com
203.682.8284

Cautionary Note Regarding Forward-Looking Information:

Forward-looking statements in this news release include statements regarding the Company's critical growth phase, board governance enhancements, Nasdaq listing timeline, operational growth plans, and the expected benefits of the leadership transition. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/259457

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Cypherpunk Holdings Inc. (the "Company")

401-217 Queen Street West
Toronto, ON M5V 0R2

2. Date of Material Change July 21, 2025

3. News Release

A press release disclosing the material change was released on July 21, 2025, through the facilities of Newsfile Corp.

4. Summary of Material Change

On July 21, 2025, Mr. Antanas (Tony) Guoga resigned as the Chairman and a director of the Company and was appointed a strategic advisor of the Company. Mr. Luis Berruga was appointed the Chairman of the Company in his stead.

In addition, Michael Hubbard and José Manuel Calderón were appointed as directors of the Company.

5. Full Description of Material Change

In addition, Michael Hubbard and José Manuel Calderón were appointed as directors of the Company.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact Leah Wald, Chief Executive Officer of the Company at leah@solstrategies.io.

9. Date of Report

This report is dated at Toronto, this 21^stday of July, 2025.

Cautionary Statement Regarding Forward-Looking Information

Forward Looking Information

This material change report contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct. Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this material change report. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this material change report are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this material change report are expressly qualified by this cautionary statement.

NASDAQ Listing Moves Forward as SOL Strategies Board Approves Stock Consolidation

Toronto, Ontario--(Newsfile Corp. - July 23, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, today announces that the Board has approved the proposed consolidation of the Company's issued and outstanding common shares (the "Common Shares") on the basis of (1) new Common Share for every (8) eight existing Common Shares (the "Consolidation"). Each shareholder's percentage ownership in the Company and proportionate voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional Common Shares. The Consolidation, which was previously approved by shareholders at the Annual General Meeting ("AGM") on June 19, 2025, is necessary to meet the initial listing minimum bid requirements of the Nasdaq exchange and subject to the Canadian Securities Exchange ("CSE") approval. The anticipated effective date of the Consolidation is on or about August 5, 2025.

No fractional shares will be issued as a result of the Consolidation. Any fractional shares will be rounded down to the nearest whole share and investors will receive cash in lieu of any fractional shares. The Company's outstanding incentive stock options and warrants will be adjusted on the same basis to reflect the Consolidation in accordance with their respective terms with proportionate adjustments to be made to the exercise prices. The Company's name and stock symbol will remain unchanged following the Consolidation.

"This consolidation represents our commitment to meeting NASDAQ's listing standards and expanding access to institutional investors who recognize the transformative potential of Solana infrastructure," said Leah Wald, CEO of SOL Strategies. "Moving to NASDAQ as 'STKE' will enhance our visibility in U.S. capital markets as we continue building the institutional backbone of the Solana ecosystem."

For answers to frequently asked questions about the share consolidation, please visit: blog.solstrategies.io.

About SOL Strategies

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

Forward-looking statements in this news release include statements regarding the regarding the share consolidation, NASDAQ listing timeline, and trading under the STKE symbol. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/259774

ARK Invest's Digital Asset Revolutions Fund Selects SOL Strategies as Its New Solana Staking Provider

Partnership with Cathie Wood's Investment Firm Validates SOL Strategies' Institutional Infrastructure

Toronto, Ontario--(Newsfile Corp. - July 28, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, today announced that ARK Invest's Digital Asset Revolutions Fund has selected SOL Strategies as its new Solana staking provider. ARK Invest ("ARK") is the prominent investment management firm led by renowned investor Cathie Wood.

ARK will transition its Solana validator operations to SOL Strategies' enterprise-grade infrastructure to support their ARK Digital Asset Revolutions Fund. The relationship leverages SOL Strategies' integration with BitGo, the leading institutional custody platform, enabling seamless validator services for ARK's digital asset investment strategies.

"Being selected as ARK's Solana staking provider represents significant validation of our institutional infrastructure and market position," said Leah Wald, CEO of SOL Strategies. "Cathie Wood and her team at ARK are widely respected for their crypto and tech investing. Their confidence in our validator capabilities reinforces our commitment to providing best-in-class staking solutions for institutional clients."

ARK, known for its focus on innovation across sectors, including blockchain technology and artificial intelligence, has been an early institutional adopter of cryptocurrency staking strategies. The firm has previously invested in various staking solutions including 3iQ's Solana and Ethereum staking ETFs, demonstrating the firm's commitment to capturing staking yields for their investors.

About SOL Strategies

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

Forward-looking statements in this news release include statements regarding the implementation of the Company as ARK's Solana staking provider and its intended impact on the Company. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

None of the Foundation or its council members, officers, agents or make any representations or warranties, recommendations, endorsements or promises with respect to the accuracy of any statements made, information provided, or action taken by SOL Strategies and expressly disclaims any and all liability arising from or related to any such statements, information or action.

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/260317

SOL Strategies to Be Featured in Exclusive Cantor Fireside Chat

CEO Leah Wald and CTO Max Kaplan to Discuss Company's Leading Position in Solana Ecosystem

Toronto, Ontario--(Newsfile Corp. - July 29, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, announced today that CEO Leah Wald and CTO Max Kaplan will participate in a fireside chat hosted by Cantor on July 30, 2025 at 12:00 p.m. ET.

The discussion will offer investors insight into Sol Strategies' position as a leading public company in the Solana ecosystem, with a focus on the Company's validator operations, SOL treasury strategy, and ongoing infrastructure initiatives.

The session will be hosted by Brett Knoblauch, CFA, Head of Digital Assets Research at Cantor.

About SOL Strategies

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

Forward-looking statements in this news release include statements regarding the Company's participation in the fireside chat and expectations regarding the characteristics, value drivers, and anticipated benefits of the Company's business plans and operations. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/260434

NASDAQ Listing Moves Forward as SOL Strategies Sets Record Date for Stock Consolidation

8:1 consolidation positions company for U.S. exchange listing as institutional adoption accelerates

Toronto, Ontario--(Newsfile Corp. - July 30, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, today announces that further to its press release on July 23, 2025, the Company has set the record date for the consolidation of its issued and outstanding common shares (the "Common Shares") on the basis of (1) new Common Share for every (8) eight existing Common Shares (the "Consolidation") as August 5, 2025 (the "Effective Date").

Effective at the opening of trading on the Effective Date, the Common Shares will commence trading on the CSE on a consolidated basis. The Consolidation is subject to the acceptance of the Canadian Securities Exchange.

"This consolidation represents a pivotal step in our journey to become the institutional backbone of the Solana ecosystem," said Leah Wald, Chief Executive Officer of the Company. "As the first public company to recognize and build upon Solana's transformative potential, we're now positioning ourselves to access the deeper capital markets that will fuel our continued expansion. The NASDAQ listing is meant to unlock opportunities to serve an even broader base of institutional and retail investors seeking exposure to the fastest-growing blockchain ecosystem."

At the date hereof, there are a total of 176,477,723 Common Shares issued and outstanding. Assuming no other changes to the issued and outstanding Common Shares a total of 22,059,715 Common Shares, subject to adjustments for rounding will be issued and outstanding on the Effective Date. Each shareholder's percentage ownership in the Company and proportionate voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional Common Shares.

Post-Consolidation Shares will be subject to downward adjustment in the event the Consolidation would otherwise result in a shareholder of the Company holding a fraction of a Common Share, in which case such shareholder shall not receive a whole Common Share for each such fraction.

The exercise price of the Company's existing incentive stock options under the Company's omnibus equity incentive plan, the number of Common Shares issuable thereunder, and the exercise price and number of Common Shares issuable under certain outstanding warrants and convertible securities will also be adjusted in accordance with the Consolidation.

In connection with the Consolidation, the Company has obtained a new unrestricted CUSIP (83411A205) and ISIN (CA83411A2056). There will be no name change or trading symbol change in conjunction with the Consolidation.

About SOL Strategies

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

Forward-looking statements in this news release include statements regarding the share consolidation and the effective date thereof, NASDAQ listing timeline, and the Company's future growth and strategic positioning. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/260668

July 30, 2025

File No.: 339677.00001

Via SEDAR+

Alberta Securities Commission

British Columbia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Manitoba Securities Commission

Ontario Securities Commission

The Canadian Depository for Securities Limited

Dear Sirs/Mesdames:

Re:

Sol Strategies Inc. (the "Company") - Consolidation of Shares

Pursuant to Policy 9 - Name Change, Stock Splits & Share Consolidations of the Canadian Securities Exchange ("CSE"), please be advised that the Company is undertaking a share consolidation of its common shares at a share ratio of one (1) post-consolidation common share for every eight (8) pre- consolidation common shares, effective August 5, 2025 (the "Consolidation"). The Company is retaining its current name, Sol Strategies Inc., and current stock symbol HODL.

We trust you will find the enclosed and foregoing in order. However, if you have any questions, please feel free to contact the undersigned.

Yours truly,

"Fasken Martineau DuMoulin LLP"

Fasken Martineau DuMoulin LLP

Sol Strategies Monthly Update

Revenue growth of 15%month over month from June to July

Toronto, Ontario--(Newsfile Corp. - August 5, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRF) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, today issued a comprehensive corporate update for the month of July and announced the date of its third quarter 2025 earnings webcast.

July 2025 Corporate Highlights:

Board Approval of Share Consolidation: On July 23, 2025, SOL Strategies announced that In July 2025, the Board of Directors approved a 1-for-8 share consolidation to support the Company's planned listing on Nasdaq and ensure compliance with the exchange's minimum share price requirements-an important milestone in our strategy to broaden access to U.S. capital markets. The Nasdaq listing remains subject to Nasdaq approval and standard regulatory conditions.
Ark Investment chooses SOL Strategies as Staking Provider: On July 28, 2025 SOL Strategies announced that ARK Invest's Digital Asset Revolutions Fund selected SOL Strategies as its Staking Provider. This is a major milestone for the Company in working with one of the most prestigious ETF asset management companies in the United States.
Validator revenue up 15.4% in SOL terms month over month: Validator operations generated 15% higher revenues in SOL terms compared to June, reflecting both network activity growth and operational efficiency improvements with a gross margin of approximately 90%*
Validator Operations Update: The company also continued to expand its core validator operations and achieved its highest levels of delegated Solana on its validators as well as continued advancements in its infrastructure management, including the release of its open-source validator failover technology for community use as part of ongoing efforts to support broader ecosystem efforts.

*Source: Staking.kiwi analytics dashboard. Data reflects internal reporting of validator performance metrics for the period ending July 31, 2025. Figures are unaudited and subject to revision.

Treasury and Validator Operations Update (as of July 31, 2025):

SOL Holdings: 396,717 SOL (CAD $91.4 million)
JitoSOL Staked Holdings: 26,440 JTO (CAD $7.4 million)
Combined SOL Holdings: 428,995 SOL (CAD $98.8 million)
Assets Under Delegation (AUD): 3,551,797 SOL
Unique Wallets Served: 5,537
Validator uptime spotlight: 100% uptime on Laine for over 500 days
Peak APY delivered: 7.704% (Orangefin); Network average: 7.41%

*All CAD equivalents are based on a SOL/CAD exchange rate of 1 SOL = CAD $230.32, as published on Coinbase
(https://www.coinbase.com/converter/sol/cad) as of August 4, 2025 at 2:45 p.m. Eastern Time.

*Additional data and validator performance metrics are available via the affiliated SOL Strategies dashboard on Dune Analytics:
https://dune.com/sol_strategies/sol-strategies. Figures are based on internally maintained and affiliated data sources and are subject to change.

Leah Wald, CEO of SOL Strategies, stated:

"July demonstrated our ability to execute on multiple strategic initiatives simultaneously. The Board's approval of a share consolidation advances us towards our anticipated NASDAQ listing under the new ticker symbol "STKE", while ARK Invest's selection of SOL Strategies as their exclusive staking partner validates our leading performance, reliability and institutional grade validator infrastructure. With 15% growth in validator revenues and continued 100% uptime, we're building the operational foundation for our next phase of growth."

Upcoming Earnings Webcast

SOL Strategies will release its financial results for the third quarter ending June 30, 2025, on Tuesday, August 26, 2025. The Company will host a webcast later that day to review its financial performance and strategic progress.

Event: SOL Strategies FY Q3 2025 Earnings

Webcast Date: Tuesday, August 26, 2025, at 4:30 PM Eastern Standard Time

Webcast Link: https://event.on24.com/wcc/r/5043194/1E21F75D23E0BA0E387244393790930D

CEO Leah Wald, CFO Doug Harris, and CTO Max Kaplan will host the live webcast to review the results and provide updates on recent milestones, validator operations, and the Company's path to Nasdaq. A replay will be available shortly after the event at https://solstrategies.io/investors.

About SOL Strategies

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

Forward-looking statements in this news release include references to Nasdaq listing and operational growth expectations. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/261278

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 - Name and Address:

Sol Strategies Inc. ("Sol Strategies" or the "Company")
217 Queen Street West, Suite 401
Toronto, Ontario M5V 0R2

Item 2 - Date of Material Change:

August 5, 2025

Item 3 - News Release:

The news release announcing the material change referred to in this report was disseminated over Newsfile on July 30, 2025 and filed under the profile of the Company on the SEDAR+ website at www.sedarplus.ca.

Item 4 - Summary of Material Change:

On August 5, 2025, Sol Strategies completed the consolidation of its issued and outstanding common shares (the "Common Shares") on the basis of (1) new Common Share for every (8) eight existing Common Shares.

Item 5 - Full Description of Material Change:

5.1 Full Description of Material Change

On August 5, 2025, Sol Strategies completed the consolidation of its issued and outstanding Common Shares on the basis of (1) new Common Share for every (8) eight existing Common Shares (the "Consolidation").

Each shareholder's percentage ownership in the Company and proportionate voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional Common Shares.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 - Reliance on subsection 11.2(2) of National Instrument 81-106:

Not applicable.

Item 7 - Omitted Information:

Not applicable.

Item 8 - Executive Officer:

Doug Harris, Chief Financial Officer
416-480-2488
doug@solstrategies.io

Item 9 - Date of Report:

August 5, 2025

SOL Strategies Announces Date for Third Quarter 2025 Earnings Release and Conference Call

Toronto, Ontario--(Newsfile Corp. - August 7, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRD) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), a publicly traded Canadian company dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem, today announced it will release its financial and operating results for the third quarter ending June 30, 2025 after the close of financial markets on August 26, 2025. A conference call will be held that same day at 4:30 p.m. Eastern Time.

The conference call may be accessed via a live webcast on a listen-only basis through the Events section of SOL Strategies' Investor Relations website. An archive of the webcast will be available for twelve months.

Event Details:

SOL Strategies, Inc. Third Quarter 2025 Financial Results Webcast and Conference Call
Webcast Date: Tuesday, August 26, 2025, at 4:30 PM EST

Live Call: (800) 245-3047 (U.S.) or (203) 518-9765 (International), Conference ID: SOLQ325

Register Now: https://event.on24.com/wcc/r/5043194/1E21F75D23E0BA0E387244393790930D

CEO Leah Wald, CFO Doug Harris, and CTO Max Kaplan will host the live webcast and conference call to discuss financial and operating results for the quarter, discuss the company's outlook and take questions from the analyst community.

A replay will be available shortly after the event at https://solstrategies.io/investors/. While you're there, we encourage you to sign up for our investor distribution list to receive future updates directly.

About SOL Strategies

SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRD) is a Canadian investment company that operates at the forefront of blockchain innovation. Specializing in the Solana ecosystem, the company provides strategic investments and infrastructure solutions to enable the next generation of decentralized applications.

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

Forward-looking statements in this news release include references to the Company's growth outlook and recent milestones that may be discussed during the webcast and conference call. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/261554

SOL Strategies Surpassed CAD 1 Billion in Assets Under Delegation to Its Validators

Sets All-Time High with over 7,000 Unique Wallets Staking

Toronto, Ontario--(Newsfile Corp. - August 25, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRD) (formerly, Cypherpunk Holdings Inc., "Sol Strategies" or the "Company"), one of the first publicly traded companies to combine a substantial Solana treasury with a revenue-generating validator business, today announced it had surpassed CAD 1 billion in SOL delegated to its validators ("assets under delegation"). This figure includes both the Company's owned SOL treasury, actively compounded through staking, and third-party delegations, with a combined total of 3,617,211 SOL delegated.

FX conversion based on Kraken SOL/CAD exchange rate at 5:30 PM ET on August 22, 2025.

The Company also reached an all-time high of 7,068 unique wallets staking to its validators, reflecting growing trust and engagement from both retail and institutional delegators in the Solana ecosystem. SOL Strategies' own SOL treasury of 399,907 SOL is valued at approximately CAD $110 million, representing roughly 11% of the overall stake alongside significant third-party delegations.

Source: SOL Strategies affiliated Dune Analytics dashboard (https://dune.com/sol_strategies/sol-strategies) FX conversion based on Kraken SOL/CAD exchange rate at 5:30 PM ET on August 22, 2025.

"Crossing CAD 1 billion in delegated SOL reflects the continued growth of our validator operations," said Leah Wald, CEO of SOL Strategies. "The combination of our own treasury stake and third-party delegations underscores the scale we have reached and the increasing participation in the Solana ecosystem."

SOL Strategies operates multiple validators across the Solana network, maintaining audited compliance standards including SOC 2 Type 1, SOC 1 Type 1, and ISO 27001 certification. These controls support the Company's ability to attract third-party delegations alongside its own treasury stake. By combining validator operations with its SOL treasury, the Company provides shareholders with direct exposure to Solana's network growth and staking economics.

About SOL Strategies

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking statements and information relating to the Company's or the Company's management team's expectations, hopes, beliefs, intentions or strategies regarding the future, and expectations regarding the characteristics, value drivers, and anticipated benefits of the Company's business plans and operations related thereto. Forward-looking information can also be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or indicates that certain actions, events or results "may", "could", "would", "might" or "will be" taken, "occur" or "be achieved".

Forward-looking statements in this news release include statements regarding the Company's path toward a Nasdaq listing, expectations for continued growth in assets under delegation and validator operations, and the Company's shareholders leveraged exposures to Solana's growth, scalability and yield-generating potential. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

Disclaimer:

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/263747

(Formerly Cypherpunk Holdings Inc.)

INTERIM UNAUDITED CONDENSED FINANCIAL

STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

JUNE 30, 2025 AND 2024

(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 and nine months ended June 30, 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 June 30, 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 and Chief Financial Officers, 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 June 30, 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 Chartered Professional Accountants of Canada for a review of financial statements by an entity's auditor.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
(EXPRESSED IN CANADIAN DOLLARS)

		June 30,			September 30,
		2025			2024
Assets
Cash and cash equivalents (note 3)	$	3,164,338		$	1,808,052
Prepaid expenses and accounts receivable (note 4)		188,827			6,750
		3,353,165			1,814,802
Cryptocurrencies (note 5)		90,245,205			25,575,512
Intangible assets (note 6)		69,982,072			-
Fixed assets (note 7)		17,626			-
Investments (note 8)		685,662			1,513,331
	$	164,283,730		$	28,903,645

Liabilities
Accounts payable and accrued liabilities (notes 9 and 19)	$	1,676,769		$	232,929
Income taxes payable (note 22)		-			1,547,686
Financial liability - future share issuance (note 10)		2,191,321			-
Credit facility (note 11)		16,164,590			-
		20,032,680			1,780,615
Long-term liabilities
Financial liability - future share issuance (note 10)		3,090,599			-
Convertible debenture (note 12)		38,627,184			-
Deferred tax liability (note 22)		399,406			399,406
		62,149,869			2,180,021
Shareholders' Equity
Capital stock (note 13)		62,597,628			17,256,668
Reserves (notes 12, 14, 15 and 16)		71,163,414			17,297,454
Accumulated other comprehensive (loss) income		(11,457,545	)		2,540,513
Accumulated deficit		(20,169,636	)		(10,371,011	)
		102,133,861			26,723,624
	$	164,283,730		$	28,903,645

Nature of operations and going concern (note 1)

Subsequent events (note 24)

SIGNED ON BEHALF OF THE BOARD

(Signed) "Ungad Chadda"	(Signed) "Rubsun Ho"
Director	Director

Page 1
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)

INTERIM CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(EXPRESSED IN CANADIAN DOLLARS)

		Three Months Ended						Nine Months Ended
		June 30,						June 30,
		2025			2024			2025			2024
Realized (loss) gain on dispositions of cryptocurrencies (note 5)	$	(546,202	)	$	-		$	3,880,881		$	-
Validation services income (note 17)		1,746,427			-			3,856,584			-
Staking rewards (note 17)		1,293,856			-			2,956,012			-
Treasury management income		30,389			-			30,389			-
Other income		4,318			171,890			22,377			182,341
Dividend income		-			245,798			6,331			248,411
Realized gain (loss) on investments (note 8)		-			(1,437,975	)		(442	)		(1,167,314	)
Unrealized gain (loss) on investments (note 8)		-			(104,813	)		-			2,544,198
		2,528,787			(1,125,100	)		10,752,131			1,807,636

Expenses
Share based compensation (notes 14 and 18)		1,843,959			43,758			5,692,950			81,834
Amortization (note 6 and 7)		4,000,929			15,818			6,592,846			23,727
Transaction costs (note 12)		2,380,272			-			2,380,272			-
Professional fees (note 18)		836,068			101,856			2,083,238			146,322
Interest expense		1,161,443			-			1,863,571			-
Consulting fees (note 18)		433,037			203,877			1,073,518			310,237
Investor relations		195,828			-			537,806			-
General and administrative		249,154			111,772			506,748			151,179
Accretion (note 10)		(300,492	)		-			(184,974	)		-
Listing fees		4,135			-			102,533			-
Director fees (note 18)		14,640			14,702			40,640			25,000
Foreign exchange (gain) loss		(139,484	)		(119,636	)		(187,738	)		(75,419	)

		10,679,490			372,147			20,501,410			662,880

(Loss) income before taxes		(8,150,703	)		(1,497,247	)		(9,749,279	)		1,144,756

Income tax expense		49,347			-			49,347			-

Net (loss) income for the period		(8,200,049	)		(1,497,247	)		(9,798,625	)		1,144,756

Other comprehensive income
Unrealized (loss) gain on cryptocurrencies (note 5)		9,116,244			6,456,599			(13,998,058	)		10,740,850

Total comprehensive income (loss)	$	916,194		$	4,959,352		$	(23,796,683	)	$	11,885,606

Net (loss) income per share (note 13(c))
Basic	$	(0.05	)	$	(0.01	)	$	(0.06	)	$	0.01
Diluted	$	(0.05	)	$	(0.01	)	$	(0.06	)	$	0.01
Weighted average number of shares outstanding (note 13(c))
Basic		164,763,658			151,866,655			155,156,828			151,967,467
Diluted		168,392,659			155,014,780			158,785,829			155,115,592

Page 2
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)

INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(EXPRESSED IN CANADIAN DOLLARS)

										Accumulated
										Other
	Common			Capital						Comprehensive
	Shares			Stock			Reserves			Income			Deficit			Total

Balance, September 30, 2023	152,067,183		$	17,864,782		$	17,669,046		$	(196,846	)	$	(18,509,213	)	$	16,827,769

Share based compensation	-			-			81,834			-			-			81,834
Options exercised	209,625			20,963			-			-			-			20,963
Fair value of options exercised	-			19,600			(19,600	)		-			-			-
Purchase of shares for cancellation	(7,603,343	)		(938,924	)		-			-			-			(938,924	)
Net income for the period	-			-			-			-			1,144,756			1,144,756
Items that may be reclassified to profit or loss	-			-			-			10,740,850			-			10,740,850

Balance, June 30, 2024	144,673,465			16,966,421			17,731,280			10,544,004			(17,364,457	)		27,877,248

Share based compensation	-			-			1,239,085			-			-			1,239,085
Options exercised	1,500,000			150,000			-			-			-			150,000
Fair value of options exercised	-			140,247			(140,247	)		-			-			-
Options cancelled and expired	-			-			(1,532,664	)		-			1,532,664			-
Dissolution of subsidiary	-			-			-			-			(2,126	)		(2,126	)
Net income for the period	-			-			-			-			5,462,908			5,462,908
Items that may be reclassified to profit or loss	-			-			-			(8,003,491	)					(8,003,491	)

Balance, September 30, 2024	146,173,465			17,256,668			17,297,454			2,540,513			(10,371,011	)		26,723,624

Share based compensation (note 14)							5,692,950									5,692,950
Options exercised (note 14)	11,567,846			1,452,133			-			-			-			1,452,133
Fair value of options exercised (note 14)	-			1,124,992			(1,124,992	)		-			-			-
Warrants issued for acquisitions (note 6)	-			-			7,428,729			-			-			7,428,729
Warrants exercised	3,618,668			9,046,670			-			-			-			9,046,670
Fair value of warrants exercised	-			4,799,776			(4,799,776	)		-			-			-
Shares issued for acquisitions (note 6)	9,764,288			21,190,549			(3,718,400	)		-			-			17,472,149
Shares to be issued for acquisitions (notes 6 and 14)	-			-			37,310,400			-			-			37,310,400
RSUs converted for shares	980,334			2,832,283			(2,832,283	)		-			-			-
Shares issued to settle liability for previous acquisition	506,518			1,139,666			-			-			-			1,139,666
Shares issued upon conversion of convertible debt	1,161,717			3,754,891			-			-			-			3,754,891
Convertible debenture, equity component (note 12)	-			-			15,909,332			-			-			15,909,332
Net loss for the period	-			-			-			-			(9,798,625	)		(9,798,625	)
Items that may be reclassified to profit or loss	-			-			-			(13,998,058	)		-			(13,998,058	)

Balance, June 30, 2025	173,772,836			62,597,628			71,163,414			(11,457,545	)		(20,169,636	)		102,133,861

Page 3
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(EXPRESSED IN CANADIAN DOLLARS)

Nine months ending June 30,		2025			2024

Cash and cash equivalents (used in) provided by:

Operating activities
(Loss) income for the period	$	(9,798,625	)	$	1,144,756

Adjustments for:
Realized (gain) loss on cryptocurrencies		(3,880,881	)		-
Validation services income received in cryptocurrencies		(3,856,584	)		-
Staking rewards in cryptocurrencies		(2,956,012	)		-
Realized (gain) loss on investments		-			1,167,314
Unrealized (gain) loss on investments		-			(2,544,198	)
Receivable related to cryptocurrencies		12,482			-
Stock-based compensation		5,692,950			81,834
Accretion		(184,974	)		-
Amortization		6,592,846			23,727
Foreign exchange gain (loss)		(187,738	)		(75,419	)
Other non-cash (income) loss		(275,592	)		(324,822	)
Expenses paid with cryptocurrencies		122,547			-
Convertible debt accretion in interest expense		947,769			-

Net change in non-cash working capital items:
Prepaid expenses and accounts receivable		(182,077	)		14,299
Accounts payable and accrued liabilities		1,443,840			250,861
Income taxes payable		(1,547,686	)		-
Cash used in operating activities		(8,057,735	)		(261,648	)

Financing activities
Private placements, net of issuance costs
Exercise of options and warrants		10,498,803			20,963
Loan payable		16,164,590			-
Proceeds from private placement of convertible debentures (net)		57,200,000			-
Purchase of shares for cancellation		-			(938,924	)
Cash used in financing activities		83,863,393			(917,961	)

Investing activities
Purchase of intangible assets		(7,753,192	)		-
Purchase of cryptocurrencies		(84,243,501	)		(6,255,607	)
Proceeds from sale of cryptocurrencies		16,741,167			8,675,529
Purchase of assets		(21,515	)		270,661
Sale/redemption of investments		827,669			5,112,294

Cash provided by (used in) investing activities		(74,449,372	)		7,802,877

Change in cash and cash equivalents		1,356,286			6,623,268

Cash and cash equivalents, beginning of the period		1,808,052			1,927,280

Cash and cash equivalents, end of the period	$	3,164,338		$	8,550,548

Page 4
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 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 state-of-the-art validators, and developing intuitive staking tools paired with robust 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 19). Additionally, during the nine months ended June 30, 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 nine months ended June 30, 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 International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the interpretations issued by the IFRS Interpretations Committee. 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 Aug 26, 2025, 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, 2024. Any subsequent changes to IFRS that are given effect in the upcoming Company's audited annual financial statements for the year ending September 30, 2025 could result in restatement of these Interim Statements for the nine months ended June 30, 2025.

Staking and Validation Income

The Company operates validator nodes on the Solana blockchain and earns staking rewards in the form of SOL. These rewards are derived both from commission income earned on third-party SOL delegated to the Company's validators and from SOL held and delegated by the Company to validators it operates and controls.

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 Solana network. In exchange, the Company receives a commission based on a pre-agreed percentage of the staking rewards earned by those delegations. In accordance with IFRS 15 - Revenue from Contracts with Customers, only the Company's retained commission is recognized as revenue, as the Company acts as an agent in the arrangement and does not control the full reward. Revenue is recognized when the performance obligation is satisfied, typically at the end of each Solana epoch, and is measured at the fair value of the SOL received at that time. The Solana protocol does not allow the Company to reliably distinguish between rewards earned on self-delegated SOL and those earned on third-party delegated SOL at the validator level. Accordingly, proprietary, and third-party validator rewards are combined for presentation in the financial statements.

Page 5
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

For SOL held by the Company to 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 other 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 Solana protocol at the end of each Epoch, each of which lasts approximately two to three days.

The Company applies the revaluation model to certain crypto assets, including SOL. 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.

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

In accordance with IAS 32 (Financial Instruments: Presentation) and IFRS 9 (Financial Instruments), future share issuance obligations are classified as equity if they meet the fixed-for-fixed criterion under IAS 32, when the number of shares to be issued is predetermined and the consideration is based on a fixed contractual obligation. If a future share issuance does not meet the fixed-for-fixed criterion, the future share issuance obligation is recognized as a financial liability at its fair value as of the acquisition date. The fair value of the liability is remeasured at each reporting date, with changes in fair value recognized in profit or loss.

3. CASH AND CASH EQUIVALENTS

The balance consists of funds in banks immediately available for use in the Company's operations. There were no restricted balances at June 30, 2025 and September 30, 2024.

		June 30,		September 30,
		2025		2024
Cash & cash equivalents	$	3,164,338	$	1,808,052

4. PREPAID EXPENSES AND ACCOUNTS RECEIVABLE

		June 30,		September 30,
		2025		2024
Prepaid expenses	$	176,345	$	-
Accounts receivable		12,482		6,750
	$	188,827	$	6,750

Page 6
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

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	394,870	$	67,059,222	$	100,606,123	$	83,338,356
JitoSOL	26,440		4,800,000		6,559,392		6,745,180
JTO	52,182		106,047		145,410		158,045
SUI	958		2,640		3,523		3,624
Balance at June 30, 2025		$	71,967,908	$	107,314,447	$	90,245,205

(a) The cost is determined as the historical weighted average cost of the cryptocurrency acquisitions and disposals.

The activity of the Company's cryptocurrencies, excluding the Bitcoin posted as collateral at Wintermute Asia Pte. Ltd. and Zerocap Pty Ltd. ("Zerocap") presented below, for the nine months ended June 30, 2025 and the year ended September 30, 2024 is as follows:

Balance at September 30, 2023	$	7,852,418

Cash purchases		19,690,454
Cash sales		(2,984,944	)
Gain on sales		2,278,025
Staking income		287,476
Investment income received in cryptocurrencies		277,273
Cryptocurrencies posted as collateral		(7,969,119	)
Crptocurrency collateral returned		2,407,478
Foreign exchange gain		3,113
Change in fair value		3,733,338

Balance at September 30, 2024	$	25,575,512

Cash purchases		81,479,629
Cash sales		(13,977,295	)
Gain on cash sales		2,874,722
Staking and validating income before cost of sales paid in fiat		7,190,671
Crytocurrencies receivable		(12,482	)
Dividend income		6,331
Expenses paid in cryptocurrencies		(122,547	)
Cryptocurrencies posted as collateral		(1,757,712	)
Cryptocurrency collateral returned		2,763,872
Foreign exchange gain		222,562
Change in fair value		(13,998,058	)

Balance at June 30, 2025	$	90,245,205

Page 7
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The activity of the Company's cryptocurrencies posted as collateral for the nine months ended June 30, 2025 and the year ended September 30, 2024, is as follows:

Balance at September 30, 2023	$	-

Cryptocurrencies posted as collateral		7,969,119
Cryptocurrency collateral returned		(2,407,478	)
Investment income received in cryptocurrencies		95,568
Cash sales		(11,027,632	)
Gain on sales		5,370,423

Balance at September 30, 2024	$	-

Cryptocurrencies posted as collateral		1,757,712
Cryptocurrency collateral returned		(2,763,872	)
Cash purchases		2,763,872
Cash Sales		(2,763,872	)
Gain on sales		1,006,160

Balance at June 30, 2025	$	-

6. INTANGIBLE ASSETS

Cost, Intangible Assets		Cogent			OrangeFin			Laine			Total

Balance September 30, 2024	$	-		$	-		$	-		$	-

Additions		25,238,494			8,859,001			42,473,535			76,571,030
Balance June 30, 2025		25,238,494			8,859,001			42,473,535			76,571,030

Accumulated Amortization

Balance September 30, 2024		-			-			-			-
Amortization ⁽¹⁾		(2,871,489	)		(885,900	)		(2,831,569	)		(6,588,958	)
Balance June 30, 2025		(2,871,489	)		(885,900	)		(2,831,569	)		(6,588,958	)

Net book value
Balance September 30, 2024		-			-			-			-

Balance June 30, 2025	$	22,367,005		$	7,973,101		$	39,641,966		$	69,982,072

(1) The intangible assets are amortized on a straight-line basis over five (5) years.

During the nine months ended June 30, 2025, the Company acquired certain intangible assets operating as Cogent Crypto ("Cogent"), OrangeFin Ventures LLC ("OrangeFin") and Laine ("Stakewiz"), resulting in an increase in the amount of Solana being validated by the Company.

The Company acquired 78% interest in Cogent's Solana blockchain validator assets, and a 100% interest in Cogent's SUI blockchain, Monad blockchain and Arch blockchain validator assets (collectively, the "Cogent Assets"), including main networks and test networks, and all accounts, information, data, infrastructure and other components required for or associated with the access, management, operation and other use or exploitation of the Cogent Assets. The intangible assets acquired included blockchain validator accounts, public and private keys, software, domain names, social media accounts and rights to operating agreements.

The Company acquired 100% of OrangeFin's Solana blockchain and Arch blockchain validator assets (collectively, the "OrangeFin Assets"), including main networks and test networks, and all accounts, information, data, infrastructure and other components required for or associated with the access, management, operation and other use or exploitation of the OrangeFin Assets. The intangible assets acquired included blockchain validator accounts, public and private keys, software, domain names, social media accounts and rights to operating agreements.

Page 8
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The Company acquired 100% of Stakewiz's Solana blockchain, SUI blockchain, Monad blockchain and Arch blockchain validator assets (collectively, the "Stakewiz Assets") including main networks and test networks, and all accounts, information, data, infrastructure and other components required for or associated with the access, management, operation and other use or exploitation of the Stakewiz Assets. The intangible assets acquired included blockchain validator accounts, public and private keys, software, domain names, social media accounts and rights to operating agreements.

The purchase price and net assets of the Cogent Asset acquisition are as follows:

		As of November 24, 2024
Purchase price
Cash consideration⁽¹⁾	$	1,394,340
Value of 1,162,000 common shares issued at closing⁽²⁾		1,394,400
Value of 18,592,000 common shares issued subsequent to closing⁽³⁾		22,310,400
Transaction costs		139,354
	$	25,238,494
Net assets acquired
Intangible assets		25,238,494
	$	25,238,494

(1) USD$1,000,000 (CAD $1,394,340) paid in US dollar stable coins at closing.

(2) 1,162,000 common shares priced at $1.20 per share, issued at closing.

(3) 18,592,000 common shares issued payable as follows: 3,098,667 common shares on May 25, 2025 (Issued), 3,098,667 common shares on November 25, 2025, 3,098,667 common shares on May 25, 2026, 3,098,667 common shares on November 25, 2026, 3,098,666 common shares on May 25, 2027, and 3,098,666 common shares on November 25, 2027.

The purchase price and net assets of the OrangeFin Asset acquisition are as follows:

		As of December 31, 2024
Purchase price
Cash consideration⁽¹⁾	$	1,079,479
Value of 503,621 common shares priced at $2.14 per share, issued at closing⁽²⁾		1,077,749
Present value of future share consideration⁽³⁾		6,606,560
Transaction costs		95,213
	$	8,859,001
Net assets acquired
Intangible assets		8,859,001
	$	8,859,001

(1) USD$750,000 (CAD $1,079,479) paid in US dollar stable coins at closing.

(2) 503,621 common shares priced at $2.14 per share, issued at closing.

(3) Present value of USD$5,000,000 common shares of the company, based on a 5% discount rate and the following payment dates; USD$833,333 on June 30, 2025 (Issued), USD$833,333 on December 31, 2025, USD$833,333 on June 30, 2026, USD$833,333 on December 31, 2026, USD$833,333 on June 30, 2027,and USD$833,333 on December 31, 2027.The common shares issued will be valued at the trading price per common share on the date of issuance.

Page 9
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The purchase price and net assets of the Stakewiz Asset acquisition are as follows:

	As of March 31, 2025
Purchase price
Cash consideration ⁽¹⁾	$	5,000,000
Value of 5,000,000 common shares issued at closing ⁽²⁾		15,000,000
Value of 4,500,000 warrants issed at closing ⁽³⁾		7,428,729
Value of 5,000,000 common shares issued subsequent to closing ⁽⁴⁾		15,000,000
Transaction costs		44,806
	$	42,473,535
Net assets acquired

Intangible assets		42,473,535
	$	42,473,535

(1) $5,000,000 paid at closing.

(2) 5,000,000 common shares priced at $3.00 per share, issued at closing.

(3) 4,500,000 warrants issued at closing. Each is exercisable into one common share of the Company at an exercise price of $2.98 per Common Share, vesting monthly over a 36-month period, each Warrant is exercisable for a period of 3 years from vesting date. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $2.35, dividend yield 0%, expected volatility based on historical volatility of 126.1%, a risk-free interest rate of 2.55%, and an expected life of 3 years. The fair value of the warrants was estimated at $7,428,729

(4) 5,000,000 common shares issued payable on the one-year anniversary of the closing.

See also notes 10 and 16.

7. FIXED ASSETS

The fixed asset continuity schedule for the nine months ended June 30, 2025 is as follows:

Cost, Computer Hardware		Total
Balance September 30, 2024	$	9,454
Additions		21,514
Balance June 30, 2025		30,968

Accumulated Amortization
Balance September 30, 2024		9,454
Amortization for the period		3,888
Balance June 30, 2025		13,342

Net book value
Balance September 30, 2024		-

Balance June 30, 2025	$	17,626

Page 10
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 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:

			June 30			September 30,
	Quantity		2025	Quantity		2024
Chia Network Inc. (a)	19,860	$	488,781	19,860	$	488,781
NGRAVE NV (b)	138,966		196,881	138,966		196,881
Animoca Brands Corporation Limited (c)	-		-	909		442
Lucy Labs Flagship Offshore Fund SPC (d)	-		-	500		827,227
		$	685,662		$	1,513,331

(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 19,806 shares of Series B Stock priced at USD$15 per share, and the Company also exercised its participation rights and acquired 600 common shares of Chia at a price of USD$21.21. As at September 30, 2024, the Company estimated Chia's fair market value per share to be $23.95 (USD$17.74), the Company recognized an unrealized gain of $121,849 (2023 - unrealized loss of $2,558) to a value of $488,781 (2023 - $366,932) in the statements of comprehensive income. At June 30, 2025, the Company estimated Chia's fair market value to be $488,781 (2024 - 358,952) and recognized an unrealized gain of $nil in the Interim Statements (2024 - unrealized loss of $7,979).

(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 138,966 NGRAVE common shares at a deemed price of EUR 0.7936. As at September 30, 2024, the Company estimated the fair value of NGRAVE to be C$196,881 (2023 - $80,976) as at September 30, 2024, the Company recognized an unrealized gain of $115,905 (2023 - unrealized loss $67,443) on its NGRAVE investment in the statements of comprehensive income. As at June 30, 2025, the Company estimated NGRAVE's fair market value to be $196,881 (2024 - $82,799) and recognized an unrealized gain of $nil in the Interim Statements (2024 - unrealized gain of $1,823).

(c) During the year ended September 30, 2023, the Company acquired 9,090,909 shares of Animoca Brands Corporation Limited ("Animoca") at a price of AUD $1.10 ($1.04 CAD) per share, totaling AUD $10,000,000 ($9,434,917 CAD). In the year ending September 30, 2024, the Company sold 9,090,000 of these shares at an average price of AUD $0.84 per share ($0.76 CAD), resulting in net proceeds of AUD $7,670,133 ($6,905,859 CAD). This sale generated a realized gain of $1,785,473 (2023 - $nil), after accounting for accumulated unrealized losses from previous fair value adjustments. As of September 30, 2024, the fair value of the remaining 909 shares was determined to be $442 (2023 - 9,090,909 shares valued at $5,120,897), with the Company recognizing an unrealized loss of $70 (2023 - $4,314,020 unrealized loss on 9,090,909 shares). At June 30, 2025, the Company estimated the value of its Animoca holding to be $nil and recognized a realized loss of $442 in the Interim Statements.

(d) During the year ended September 30, 2022, the Company invested $636,075 (USD$500,000) in Lucy Labs Flagship Offshore Fund Crypto Rising tide portfolio ("Lucy Labs"). On November 11, 2022, FTX Trading Ltd. ("FTX") filed for Chapter 11 bankruptcy protection. FTX was a counterparty of Lucy Labs. Based on correspondence with Lucy Labs, the Company wrote down its investments with Lucy Labs to $nil during the year ended September 30, 2023. During the year ended September 30, 2024, the Company received an offer to sell its rights to the FTX bankruptcy claims from a third party for $827,227 (the "FTX Claims Offer"), and therefore the Company wrote the value of Lucy Labs up to $827,227, recognizing an unrealized gain of $827,227 during the year ended September 30, 2024 (2023 - $707,649).The FTX Claims Offer was consummated during the nine month period ended June 30, 2025.

During the year ended September 30, 2024, the founders of Streetside Development, LLC ("Streetside") were charged by the United States Department of Justice, and Streetside's operations were shut down. As a result, the Company determined the fair value of its Streetside investment was $nil as at September 30, 2024 (2023 - $122,646) and the Company recognized a realized loss of $122,646 in the financial statements (2023 - unrealized loss of $3,870).

During the year ended September 30, 2024 the Company received 2.01 bitcoin of dividend income valued at $248,213 (2023 - 0.90 bitcoin of dividend income valued at $36,642) from zkSNACKS. Also, during the year, zkSNACKS management decided to cease operations at its conjoin coordination business. As a result, the Company determined the fair value of its zkSNACKS was $nil as at September 30, 2024 (2023 - $772,668) recognizing a realized loss of $772,668 (2023 - unrealized gain of $327,641).

Page 11
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

During the year ended September 30, 2022, the Company invested USD$1,500,000 ($1,923,658) in three tranches acquiring 14,762.1833 Class B common shares of the AB Digital Strategies Fund (the "Isla Shares") managed by UK FCA-regulated Isla Capital Ltd. ("Isla"). During the year ended September 30, 2023, the Company redeemed its Isla shares for proceeds of $1,591,591, realizing a loss of $471,116 in the statements of comprehensive income. During the three months ended December 30, 2023 Isla sold its right to FTX bankruptcy claims (the "Claims"). As a result, the Company recognized a realized gain on investments of $270,661 in its Interim Statements (2022 - a realized loss of $471,116) representing its pro rata share of the proceeds from Isla's sale of the Claims, which were received by the Company during the year ended September 30, 2024.

The activity of investments for the nine months ended June 30, 2025 and the year ended September 30, 2024 is as follows:

		Amount
Balance, September 30, 2023	$	6,464,119
Proceeds from sales (net)		(7,176,590	)
Realized gain on sale of investments		1,160,891
Net unrealized gain on investments		1,064,911
Balance, September 30, 2024	$	1,513,331
Proceeds from sales (net)		(827,227	)
Realized gain on sale of investments		(442	)
Balance, June 30, 2025	$	685,662

Treasury Management Investments

During the period ended June 30, 2025 the company resumed its treasury management investment strategy to generate income on its cryptocurrency assets. As at the date hereof, the treasury management investment strategy involves selling covered European call options (each, an "Option") on OTC markets.

During the nine months ended June 30, 2025, the Company wrote a call option for which it received a premium of USD$ 22,280 (CAD$ 30,389). The option expired unexercised during the period and the related derivative liability was derecognized, with the premium recognized as a gain in profit or loss. The Company also wrote a second call option during the period, receiving a premium of USD$ 25,640 (CAD$ 35,157). As this option remained outstanding at June 30, 2025, a corresponding derivative liability was recognized within Other Liabilities (see Note 9) and is subsequently remeasured at fair value through profit or loss.

Page 12
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The liability balances are comprised as follows:

		June 30,		September 30,
		2025		2024
Trade accounts payable	$	581,135	$	83,413
Other liabilities (Option derivative liability, Note 8)		35,157		-
Accrued liabilities		268,038		149,516
Accrued interest		792,439		-
	$	1,676,769	$	232,929

10. FINANCIAL LIABILITY - FUTURE SHARE ISSUANCE (ORANGEFIN)

During the nine months ended June 30, 2025, the Company acquired the OrangeFin Assets for consideration of USD$750,000 (CAD $1,079,479) in US dollar stable coins and 503,621 common shares priced at $2.14 per share, paid on closing. The Company is also required to issue USD$5,000,000 (CAD$ 7,175,000) worth of common shares of the company payable in six equal tranches of USD$833,333 (C$1,195,833), every six months over a period of three years from the closing date of the acquisition (the "Obligation"), where as the June 30, 2025 tranche has been issued. The number of shares issued per tranche will be determined based on the closing market price of the Company's common shares at the time of issuance. The future share issuances may be subject to adjustment. In the event the Solana staked to the OrangeFin Assets on a share issuance date has decreased more than 5% from the amount delegated to the OrangeFin Assets on the closing date (632,302 Solana), the number of shares issued on the applicable share issuance date shall be reduced in proportion to the percentage decline in staked Solana that exceeds 5%.

At the acquisition date, the future share issuance obligation was recognized as a financial liability at its fair value of $6,606,560, based on a discount rate of 5%. As of June 30, 2025, the fair value of this liability was $5,281,920 , reflecting the issuance of shares corresponding to the $833,333 USD tranche that was fulfilled prior to period end. The adjustment for accretion of $184,974 for the nine months ended June 30, 2025 was recognized in the Interim Statements.

Share Issuance	Amount	Amount	Present Value
Date	USD$	CAD$	CAD$
June 30, 2025 (Issued)	-	-	-
December 31, 2025	833,333	1,136,916	1,109,187
June 30, 2026	833,333	1,136,916	1,082,134
December 31, 2026	833,333	1,136,916	1,055,740
June 30, 2027	833,334	1,136,918	1,029,990
December 31, 2027	833,334	1,136,918	1,004,869
Total	4,166,667	5,684,584	5,281,920
Current portion			(2,191,321	)

See also Note 16 for equity-classified future share issuances relating to Cogent and Stakewiz acquisitions.

11. CREDIT FACILITY

During the nine months ended June 30, 2025, the Company entered into an unsecured, revolving demand credit facility (the "Credit Facility") with its former Chairman, Mr. Antanas Guoga (the "Lender"). Under the terms of the Credit Facility, the Lender agreed to make available to the Company up to $10 million, subsequently increased to $25 million, (the "Commitment Amount") in principal amount of unsecured, revolving credit, in such amounts as may be requested by the Company from time to time prior to October 21, 2026 (the "Maturity Date"). The drawn and unpaid portion of the Commitment Amount (the "Principal Balance") will bear interest at a rate of 5% per annum, accrued daily. The Principal Balance and accrued and unpaid interest will be payable on the Maturity Date, subject to the Lender's right to demand repayment of amounts outstanding under the Credit Facility at any time.

Page 13
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The continuity of the Credit Facility from September 30, 2024 to June 30, 2025, is as follows:

		Advances
Balance at September 30, 2024	$	-
Advances to Company		16,387,090
Repayments during the period		(222,500	)

Balance as of June 30, 2025	$	16,164,590

As of June 30, 2025, interest expense of $331,121 had been recorded in accrued liabilities (2024 - $nil).

12. CONVERTIBLE DEBENTURES

During the nine months ended June 30, 2025, the Company raised $57.2 million of principal in convertible debenture in three separate financings. The summary of the convertible debentures is as follows:

First Private Placement and Second Private Placement

On January 16, 2025, the Company closed a private placement financing of $27.5 million (the "First Private Placement") of convertible debenture units (each a "First CD Unit"). Each First CD Unit consists of one debenture ("First Debenture") with a principal amount of $1,000, and 400 warrants (each a "First Warrant"). Interest on the First Debenture accrues at a rate of 2.5% per annum, payable semi- annually in cash or common shares of the Company, and the First Debentures are convertible at any time into common shares of the Company at $2.50 per common share. Each First Warrant entitles the holder to purchase one (1) common share of the Company at an exercise price of $2.50 per common share, exercisable at any time on or before the five-year anniversary of the closing of the First Private Placement. At the option of the Company, the First Debentures are redeemable in cash after the three-year anniversary of the closing of the First Private Placement at 112% of the principal value, plus accrued and unpaid interest.

On January 24, 2025, the Company closed a private placement financing of $2.5 million (the "Second Private Placement") of convertible debenture units (each a "Second CD Unit"). Each Second CD Unit consists of one debenture ("Second Debenture") with a principal amount of $1,000, and 214 warrants (each a "Second Warrant"). Interest on the Second Debentures accrue at a rate of 2.5% per annum, payable semi-annually in cash or common shares of the Company, and the Second Debentures are convertible at any time into common shares of the Company at $4.66 per common share. Each Second Warrant entitles the holder to purchase one (1) common share of the Company at an exercise price of $ 4.66 per common share, exercisable at any time on or before the five-year anniversary of the closing of the Second Private Placement. At the option of the Company, the Second Debentures are redeemable in cash after the three-year anniversary of the closing of the Second Private Placement at 112% of the principal value, plus accrued and unpaid interest.

Page 14
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 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	$	27,500,000	$	2,500,000	$	30,000,000
Interest rate		2.5%		2.5%
Interest payments		Semi-annual		Semi-annual
Market rate, unsecured debt ⁽¹⁾		11.48%		11.30%
Conversion price of debenture	$	2.50	$	4.66

Warrants		11,000,000		535,000		11,535,000
Warrant price	$	2.50	$	4.66
Underlying price, commn shares	$	2.50	$	4.66
Risk free rate ⁽²⁾		3.05%		3.05%
Volatility		99.09%		99.01%

Present value
Liability component		18,299,130		1,676,794		19,975,925
Equity component, warrants⁽³⁾		20,681,402		1,872,759		22,554,161
Total	$	38,980,533	$	3,549,553		42,530,086

Proportionate allocation at closing
Liability component		12,909,677		1,180,990		14,090,667
Equity component, warrants		14,590,323		1,319,010		15,909,333
Equity component, conversion feature ⁽⁴⁾		nil		nil		nil

	$	27,500,000	$	2,500,000	$	30,000,000

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, if the combined values of the liability component and the equity component, warrants, is greater than the principal of the debt, the value attributed to the equity component, conversion option, is nil and the values of the liability component and the equity component, warrants, are allocated proportionally.

During the nine months ended June 30, 2025, interest expense of $1,179,887 and $104,012 was recognized on the First Private Placement and Second Private Placement, respectively, representing the accretion of the liability components of the convertible debentures under the effective interest rate method.

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 $500 million. Under the Facility, the Company is entitled to draw down funds through the issuance of convertible notes (the "Notes") subject to certain conditions. On May 1, 2025, the Company closed the initial tranche of USD $20 million (the "Initial Closing"). The Notes are denominated in USD and are convertible into common shares of the Company based on the prior trading day's closing price. Additional drawdowns under the Facility remain available up to a further USD $480 million.

Page 15
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

	Amount		Amount Average		Exchange
ATW Notes	US$		CAD$		Rate
Initial Tranche, May 1, 2025	20,000,000		27,200,000		1.36
Convertsions into common shares	(2,710,000	)	(3,754,892	)	1.39
Adjusted amount	17,290,000		23,445,108		-
Revaluation	-		143,639		-
Balance, June 30, 2025	17,290,000		23,588,747		1.36

Fair Value Option Election and Measurement

Management elected to designate the USD$20 million Notes from the Initial Closing under the fair value option ("FVO") in accordance with IFRS 9 - Financial Instruments. This designation results in the entire instrument, including the embedded conversion feature and foreign currency exposure, being measured at fair value through profit or loss ("FVTPL").

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 June 30, 2025, the Company recorded a $143,639 charge to foreign exchange in the Interim Statements for the estimated change in the fair value of this Facility.

Classification and Presentation

The Notes are presented as a financial liability under IAS 32, as the conversion feature does not meet the "fixed-for-fixed" equity classification criteria. Based on expected timing of conversion and settlement, the liability has been classified as long-term debt in the interim Statements, as no repayments are required until 2026.

Transaction costs of $2,380,272 related to the Initial Closing have been expensed immediately in profit or loss, consistent with FVO application.

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 three 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) 85% of staking rewards when the Outstanding Principal is between USD $15 million and $20 million;

(ii) 62.5% of staking rewards when the Outstanding Principal is between USD $10 million and $15 million;

(iii) 37.5% of staking rewards when the Outstanding Principal is between USD $5 million and $10 million; and

(iv) 18.8% of staking rewards when the Outstanding Principal is between USD $2.5 million and $5 million.

During the nine months ended June 30, 2025, interest expense of $249,491 was recognized on the Notes.

Page 16
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

Conversions

During the nine months ended June 30, 2025, the Company issued 1,161,717 Common Shares on the conversion of USD $2,710,000 ($3,754,891) of Note principal, leaving USD $17,290,000 ($23,588,748) of principal remaining.

Liability Component of Convertible Debentures

The summary of the liability component of the convertible debentures is as follows:

	First Private	Second Private
Convertible debtentures	Placement	Placment	ATW		Total
Balance, September 30, 2024	-	-	-		-
Liability compenent	12,909,677	1,180,990	27,200,000		41,290,667
Accretion	870,983	76,787	-		947,770
Conversions	-	-	(3,754,892	)	(3,754,892	)
Revaluation	-	-	143,639		143,639
Balance, June 30, 2025	13,780,660	1,257,777	23,588,747		38,627,184

13. CAPITAL STOCK

a) AUTHORIZED

Unlimited common shares with a par value of $nil.

b) ISSUED

	Number of
Common Shares	Shares			Stated Value
Balance at September 30, 2023	152,067,183		$	17,864,782
Purchase of shares for cancellation	(7,603,343	)		(938,924	)
Exercise of options	1,709,625			330,810
Balance at September 30, 2024	146,173,465		$	17,256,668
Shares issued for acquisitions	10,270,806			22,330,215
Conversions of Notes into common shares	1,161,717			3,754,891
Exercise of options	11,567,846			2,577,125
Exercise of warrants	3,618,668			13,846,446
Exercise of RSUs	980,334			2,832,283
Balance at June 30, 2025	173,772,836		$	62,597,628

Pursuant to the terms of a normal course issuer bid, during the year ended September 30, 2024, the Company purchased and cancelled 7,603,343 shares.

Page 17
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 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						Nine Months Ended
		June 30,						June 30,
		2025			2024			2025			2024
Net income for the period	$	(8,200,049	)	$	(1,497,247	)	$	(9,749,278	)	$	1,144,756
Weighted average number of shares outstanding		164,763,658			151,866,655			155,156,828			151,967,467
Earnings per share, basic	$	(0.05	)	$	(0.01	)	$	(0.06	)	$	0.01

Weighted average number of shares outstanding		164,763,658			151,866,655			155,156,828			151,967,467
Share based compensation dilution		3,629,001			3,148,125			3,629,001			3,148,125
Weighted average number of shares outstanding, diluted		168,392,659			155,014,780			158,785,829			155,115,592
Earnings per share, diluted	$	(0.05	)	$	(0.01	)	$	(0.06	)	$	0.01

14. STOCK-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 10% in the aggregate, of the number of issued and outstanding common shares of the Company at the date of the grant of the option. 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 board of directors which cannot exceed five years. The Plan does not require any vesting period, and the board of directors may specify a vesting period on a grant-by-grant basis. As at June 30, 2025, the maximum number of shares issuable pursuant to the Plan was 17,377,284, of which 5,329,000 options and 135,335 restricted share units had been granted, leaving 11,914,914 shares available to be granted.

Options

The following table presents the options outstanding as at June 30, 2025 and the assumptions used to determine fair value:

	Number			Expected	Risk free				Underlying		Fair value per
	of options		Exercise	option life	interest	Dividend	Expected		share		option on
Grant date	outstanding		price	(years)	rate	yield	volatility		price		grant date
November 21, 2022	29,500	$	0.100	5.00	3.32%	nil	161.6%	$	0.100	$	0.09
August 7, 2024	3,000,000	$	0.155	5.00	3.00%	nil	95.9%	$	0.155	$	0.11
September 11, 2024	20,000	$	0.145	5.00	2.75%	nil	95.6%	$	0.145	$	0.11
October 28, 2024	279,500	$	2.020	5.00	3.04%	nil	99.4%	$	2.020	$	1.52
November 27, 2024	75,000	$	1.390	5.00	3.13%	nil	99.4%	$	1.390	$	1.05
January 30, 2025	400,000	$	4.910	5.00	2.79%	nil	134.2%	$	4.910	$	4.30
February 28, 2025	300,000	$	2.710	5.00	2.60%	nil	132.9%	$	2.710	$	2.36
March 17, 2025	500,000	$	2.380	4.54	2.69%	nil	124.9%	$	2.350	$	1.94
March 17, 2025	50,000	$	2.350	5.00	2.69%	nil	131.4%	$	2.350	$	2.04
April 24, 2025	425,000	$	2.250	5.00	2.79%	nil	116.4%	$	2.230	$	1.83
June 3, 2025	250,000	$	2.750	5.00	2.86%	nil	118.5%	$	2.930	$	2.44

	5,329,000

Page 18
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The Company's option activity for the nine months ended June 30, 2025, and the year ended September 30, 2024, is as follows:

On June 3, 2025, the Company issued 250,000 options for future services to a director to buy common shares at an exercise price of $2.75 per common share and expiring on June 3, 2030. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $2.93, dividend yield 0%, expected volatility based on historical volatility of 118.5%, a risk-free interest rate of 2.86%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $ 610,000, of which $16,950 was charged to the Interim Statements.

On April 24, 2025, the Company issued 425,000 options for future services to consultants to buy common shares at an exercise price of $2.25 per common share and expiring on April 24, 2030. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $2.23, dividend yield 0%, expected volatility based on historical volatility of 116.4%, a risk-free interest rate of 2.79%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $ 777,000, of which $43,114 was charged to the Interim Statements.

On March 17, 2025, the Company issued 50,000 options for future services to a consultant to buy common shares at an exercise price of $2.35 per common share and expiring on March 17, 2030. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $2.35, dividend yield 0%, expected volatility based on historical volatility of 131.4%, a risk-free interest rate of 2.69%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $ 101,916, of which $25,476 was charged to the Interim Statements.

On March 17, 2025, the Company issued 500,000 options for future services to a consultant to buy common shares at an exercise price of $2.38 per common share with an average expiration date of September 29, 2029. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $2.35, dividend yield 0%, expected volatility based on historical volatility of 124.9%, a risk-free interest rate of 2.69%, and an average expected life of 4.54 years. The estimated fair value of the options on the grant date was estimated at $ 971,331, of which $107,747 was charged to the Interim Statements.

On February 28, 2025, the Company issued 300,000 options for future services to a director (200,000) and consultant (100,000) to buy common shares at an exercise price of $2.71 per common share and expiring on February 25, 2030. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $2.71, dividend yield 0%, expected volatility based on historical volatility of 132.9%, a risk-free interest rate of 2.60%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $708,537, of which $236,180 was charged to the Interim Statements.

On January 30, 2025, the Company issued 400,000 options for future services to a director (200,000), employee (50,000), and consultant (150,000) to buy common shares at an exercise price of $4.91 per common share and expiring on January 30, 2030. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $4.91, dividend yield 0%, expected volatility based on historical volatility of 134.2%, a risk-free interest rate of 2.79%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $1,719,366, which was charged to the Interim Statements.

On November 27, 2024, the Company issued 75,000 options for future services to a consultant to buy common shares at an exercise price of $1.39 per common share and expiring on November 26, 2029. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $1.39, dividend yield 0%, expected volatility based on historical volatility of 99.4%, a risk-free interest rate of 3.13%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $78,589, which was charged to the Interim Statements.

On October 29, 2024, the Company issued 279,500 options for future services to a director to buy common shares at an exercise price of $2.02 per common share and expiring on October 29, 2029. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $2.02, dividend yield 0%, expected volatility based on historical volatility of 99.4%, a risk-free interest rate of 3.04%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $425,292, which was charged to the Interim Statements.

On September 11, 2024, the Company issued 149,971 options for future services to a director and a consultant to buy common shares at an exercise price of $0.145 per common share and expiring on September, 2029. The director was granted 49,971 stock options that vested on the grant date. The consultant was granted 100,000 stock options that vested on December 11, 2024. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $0.145, dividend yield 0%, expected volatility based on historical volatility of 95.6%, a risk-free interest rate of 2.75%, and an expected life of 5 years. The estimated fair value of the options on the grant date was estimated at $15,967 of which $7,543 was charged to the statement of income (loss) and comprehensive income (loss) during the year ended September 30, 2024, and $8,424 was charged to the Interim Statements.

Page 19
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

On August 7, 2024, the Company issued 6,900,000 options for future services to a directors and officers to buy common shares at an exercise price of $0.155 per common share and expiring on August 7, 2029. The stock options vested on the grant date. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $0.155, dividend yield 0%, expected volatility based on historical volatility of 95.9%, a risk-free interest rate of 3.0%, and an expected life of 5 years. The fair value of the options was estimated at $788,387 which was charged to the statement of income (loss) and comprehensive income (loss) on the grant date.

On July 8, 2024, the Company issued 2,000,000 options for future services to an officer to buy common shares at an exercise price of $0.115 per common share and expiring on August 7, 2029. The stock options vested on the grant date. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $0.115, dividend yield 0%, expected volatility based on historical volatility of 96.0%, a risk-free interest rate of 3.46%, and an expected life of 5 years. The fair value of the options was estimated at $170,432 which was charged to statement of income (loss) and comprehensive income (loss) on the grant date.

On July 3, 2024, the Company cancelled 6,900,000 options (the "Cancelled Options") that had previously been granted to directors and officers; 1,500,000 options granted on April 9, 2021 with an exercise price of $0.30 per share, 4,400,000 options granted on July 7, 2021 with an exercise price of $0.165 per share, and 1,000,000 options granted on October 7, 2021 with an exercise price of $0.20 per share. An estimated fair value of $1,273,040 had previously vested in full for the Cancelled Options and was credited to retained earnings upon cancellation (2023 - 4,000,000 options were cancelled, 2,000,000 options granted on July 7, 2021 with an exercise price of $0.165 and 2,000,000 options granted on November 11, 2021 with an exercise price of $0.24).

On July 3, 2024, the Company issued 3,000,000 options for future services to a director and an officer to buy common shares at an exercise price of $0.115 per common share and expiring on July 3, 2029. The stock options vested on the grant date. The fair value assigned was estimated using the Black-Scholes option pricing model with the following assumptions: share price $0.115, dividend yield 0%, expected volatility based on historical volatility of 96.0%, a risk-free interest rate of 3.57%, and an expected life of 5 years. The fair value of the options was estimated at $255,774 which was charged to the statement of income (loss) and comprehensive income (loss) on the grant date.

During the year ended September 30, 2024, 1,719,875 options that had previously vested expired unexercised; 250,000 options granted December 1, 2020 with an exercise price of $0.10, 1,400,000 option granted on July 7, 2021 with an exercise price of $0.165 and 279,500 options granted on November 21, 2022 with an exercise price of $0.10 (2023 - 900,000 granted on February 13, 2019 with an exercise price of $0.07) and $259,629 was credited to retained earnings for expired options (2023 - $nil).

As a result of the forgoing, during the year ended September 30, 2024, $1,320,919 was charged to the statement of income (loss) and comprehensive income (loss) for share-based compensation (2023 - $430,945) and $1,532,664 was credited to retained earnings for cancelled options (2023 - $nil).

During the nine months ended June 30, 2025, 2,279,500 options were granted (2024 - nil) and the charge to the statement of income and comprehensive income for share-based compensation was $2,860,667 (2024 - $ nil).

Page 20
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The continuity of outstanding stock options at June 30, 2025 and September 30, 2024, is as follows:

				Weighted				Weighted
				average				average
	June 30,			exercise	September 30,			exercise
	2025			price	2024			price
Beginning balance	14,617,346		$	0.13	13,106,500		$	0.18
Granted	2,279,500		$	2.81	12,049,971		$	0.14
Exercised	(11,567,846	)	$	0.32	(1,709,625	)	$	0.10
Cancelled	-			-	(6,900,000	)	$	0.20
Expired	-			-	(1,929,500	)	$	0.15
Ending balance - outstanding	5,329,000		$	1.23	14,617,346		$	0.13

The detail of outstanding options as at June 30, 2025 and September 30, 2024 is as follows:

					Exercise	September 30,			Exercise
Expiry Date	June 30,	2025	Exercisable		Price	2024	Exercisable		Price
July 7, 2026						600,000	600,000		$0.100
November 21, 2027		29,500	29,500	$	0.100	1,967,375	1,967,375	$	0.100
July 3, 2029		-	-	$	0.115	3,000,000	3,000,000	$	0.115
July 8, 2029		-	-	$	0.115	2,000,000	2,000,000	$	0.115
August 7, 2029		3,000,000	3,000,000	$	0.155	6,900,000	6,900,000	$	0.155
September 11, 2029		20,000	20,000	$	0.145	149,971	149,971	$	0.145
September 29, 2029		500,000	55,556	$	2.380	-	-		-
October 28, 2029		279,500	279,500	$	2.020	-	-		-
November 27, 2029		75,000	75,000	$	1.390	-	-		-
January 30, 2030		400,000	400,000	$	4.910	-	-		-
February 28, 2030		300,000	100,000	$	2.710	-	-		-
March 17, 2030		50,000	12,498	$	2.350	-	-		-
April 24, 2030		425,000	23,612	$	2.250	-	-		-
June 3, 2030		250,000	6,944	$	2.750	-	-		-
Total		5,329,000	4,002,610			14,617,346	14,617,346

As at June 30, 2025, 4,002,610 options were exercisable at a weighted average price of $0.85 per share (September 30, 2024 - 14,637,346 at $0.13). The weighted average life of the outstanding options at June 30, 2025 is 4.45 years (September 30, 2024 - 4.8 years).

Restricted Share Units

During the nine months ended June 30, 2025, the Company granted 1,063,669 restricted share units ("RSUs") to a consultant and 50,000 RSUs to a director that are and are exchangeable into common shares of the Company on a one for one basis upon achieving the vesting conditions. The RSU's were valued at the market price of the Company's common shares on the grant date ($3,458,450). The value of the director RSUs ($199,500) were charged to income on the grant date. The consultant RSUs were recognized monthly on a straight- line basis over their six-month vesting period, commencing December 24, 2024 for 563,669 RSUs (valued at $698,950) and February 28, 2025 for 500,000 RSUs (valued at $2,560,000). During the nine months ended June 30, 2025, the total charged to the statement of income and comprehensive income for share-based compensation was $3,031,783 (2024 - $nil) as the remaining month of the consultant has yet to vest as of June 30, 2025.

Page 21
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

			June 30,			September 30,
Restricted Share Units			2025			2024
	Granted		Vested		Granted	Vested
Beginning balance	-		-		-	-
Issued	1,113,669		1,030,334		-	-
Exercised	(980,334	)	(980,334	)	-	-
Ending balance	133,335		50,000		-	-

15. WARRANTS

The continuity of outstanding warrants for the nine months ended June 30, 2025, and the year ended September 30, 2024, is as follows:

				Weighted				Weighted
				average				average
	June 30,			exercise	September 30,			exercise
	2025			price	2024			price
Beginning balance	-			-	16,764,707		$	0.40
Issued	16,035,000		$	2.71	-			-
Exercised	(3,618,668	)	$	2.50	(16,764,707	)	$	0.40
Ending balance	12,416,332		$	2.77	-			-

As at June 30, 2025 there were 12,416,332 warrants outstanding with a weighted average exercise price of $2.77 (September 30, 2024-nil). See also note 12.

	June 30,		Exercise	September 30,	Exercise
Expiry Date	2025		Price	2024	Price
March 17, 2028	4,500,000	$	2.98	-	-
January 16, 2030	7,381,332	$	2.50	-	-
January 21, 2030	535,000	$	4.66	-	-
	12,416,332	$	2.77	-	-

16. FUTURE SHARE ISSUANCE (COGENT AND STAKEWIZ)

Cogent Asset Acquisition

During the nine months ended June 30, 2025, the Company acquired the Cogent Assets for consideration of USD$1,000,000 (CAD $1,394,340) in US dollar stable coins and 1,162,000 common shares priced at $1.20 per share, paid in cash and issued in common shares at closing, respectively. The Company allocated $278,868 of the payments made at closing to goodwill. The Company is also required to issue 18,592,000 common shares as follows: 3,098,667 common shares on May 25, 2025 (Issued), 3,098,667 common shares on November 25, 2025, 3,098,667 common shares on May 25, 2026, 3,098,667 common shares on November 25, 2026, 3,098,666 common shares on May 25, 2027, and 3,098,666 common shares on November 25, 2027 (the "Cogent Obligation").

The future share issuances may be subject to adjustment. In the event the Solana staked to the Cogent Assets on a share issuance date has decreased more than 5% from the amount delegated to the Cogent Assets on the closing date (690,895 Solana), the number of shares issued on the applicable share issuance date shall be reduced in proportion to the percentage decline in staked Solana that exceeds 5%.

Page 22
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

Stakewiz Asset Acquisition

During the nine months ended June 30, 2025, the Company acquired the Stakewiz Assets for consideration paid at closing of $5,000,000 cash, 5,000,000 common shares priced at $5.00 per share, and 4,500,000 common share purchase warrants (each, a "Warrant"). The Warrants vest monthly in substantially equal tranches over 36 months, and each Warrant entitles the seller to purchase one common share of the company at a price of $2.98 per share for a period of 36 months from its respective vesting date. The Company is also required to issue 5,000,000 common shares as follows on March 17, 2026 at a deemed price of $3.00 per share (the "Stakewiz Obligation").

See Note 10 for future share issuances recognized as financial liabilities where the number of shares is variable.

17. STAKING AND VALIDATING INCOME

During the year ended September 30, 2024, the Company initiated Solana staking and validating operations which were enhanced by the acquisitions of the Cogent Assets, OrangeFin and Laine assets during the nine months ended June 30, 2025 (see note 5).

The staking and validating results for the nine months ended June 30, 2025 and 2024 are as follows:

	June 30,				June 30,
Three months ending		2025				2024
	Expressed in		Expressed in		Expressed in		Expressed in
	Cryotocurrencies		Canadian Dollars		Solana		Canadian
Validator operations
Validator rewards, paid in Solana	8,789	$	1,800,319		-	$	-
Validator rewards, paid in other cryptocurrencies	31,565		131,563		-		-
Validator income, paid in fiat	-		8,168		-		-
Validator fees, paid in fiat	-		(193,623	)	-		-
			1,746,427
Staking rewards	6,271		1,293,856		-		-
Total staking and validating income		$	3,040,283		-	$	-

The staking and validating results for the nine months ended June 30, 2025 and 2024 are as follows:

	June 30,					June 30,
Nine months ending			2025				2024
	Expressed in			Expressed in		Expressed in		Expressed in
	Cryotocurrencies			Canadian Dollars		Solana		Canadian
Validator operations
Validator rewards, paid in Solana	16,681		$	3,954,687		-	$	-
Validator rewards, paid in other cryptocurrencies	59,482			267,491		-		-
Validator income, paid in fiat	-			12,482		-		-
Validator fees, paid in Solana	(290	)		(63,778	)	-		-
Validator fees, paid in fiat	-			(314,298	)	-		-
				3,856,584
Staking rewards	12,680			2,956,012		-		-
Total staking and validating income			$	6,812,595		-	$	-

Page 23
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

18. 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 nine months ended June 30, 2025, the Company paid $15,293, (2024 - $90,000) for consulting services provided by the chairman (Antanas Guoga). At June 30, 2025, there is $nil (2024 - $30,000) of accounts payable to this related party. During 2025, this individual provided a $25 million dollar credit facility to the Company, of which $16.2 million had been advanced as at June 30, 2025 (see note 11). Subsequent to June 30, 2025, the Company announced on July 21, 2025 in a press release that this individual stepped down from being chairman of the board to a strategic advisor.

During the nine months ended June 30, 2025, the Company paid $8,000 (2024 - $nil) in directors fees to a director (Luis Berruga). At June 30, 2025, there is $nil(2024 - $nil) of accounts payable to this related party. Subsequent to June 30, 2025, the Company announced on July 21, 2025 in a press release that this individual was appointed as chairman of the board.

During the nine months ended June 30, 2025, the Company paid $18,000 (2024 - $15,000) in directors fees to a director (Rubson Ho). At June 30, 2025, there is $nil (2024 - $nil) of accounts payable to this related party.

During the nine months ended June 30, 2025, the Company paid $18,000 (2024 - $nil) in directors fees to a director (Ungad Chadda). At June 30, 2025, there is $nil (2024 - $nil) of accounts payable to this related party.

During the nine months ended June 30, 2025, the Company paid $42,463 (2024 - $62,641) for consulting services provided by a director and CIO (Mohammed Adham) until resigning on January 30, 2025. At June 30, 2025, there is $nil (2024 - $2,641) of accounts payable to this related party.

During the nine months ended June 30, 2025, the Company paid $310,883 (2024 - $30,513) for consulting and director services provided by the CEO (Leah Wald). At June 30, 2025, there is $nil (2024 - $20,513) of accounts payable to this related party.

During the nine months ended June 30, 2025, the Company paid $238,430 (2024 - $67,500) for consulting services provided by the CFO (Doug Harris). At June 30, 2025, there is $nil (2024 - $nil) of accounts payable to this related party.

During the nine months ended June 30, 2025, the paid $122,813 (2024 - $54,000) for consulting services provided by the CTO (Max Kaplan). At June 30, 2025, there is $nil (2024 - $nil) of accounts payable to this related party. This individual was founder of OrangeFin Ventures, see Intangible Assets (note 6) for details on this acquisition.

During the nine months ended June 30, 2025, the Company paid $58,305 (2024 - $54,000) for consulting services provided by the Chief Economist (Jon Matonis). At June 30, 2025, there is $nil (2024 - $nil) of accounts payable to this related party.

During the nine months ended June 30, 2025, the Company paid $23,996 (2024 - $nil) in consulting services to the Operations Director (Andrew McDonald). At June 30, 2025, there is $nil (2024 - $nil) of accounts payable to this related party.

During the nine months ended June 30, 2025, $97,540 (2024 - $20,741) was charged for legal services by a firm (Irwin Lowy LLP) of which the corporate secretary of the Company is an associate (Carly Burk). At June 30, 2025, there is $nil of accounts payable to this related party (2024 - $6,560).

Page 24
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

Key Management Compensation

Key management includes the related parties noted above. The compensation paid to key management is shown below:

Nine months ended June 30,		2025		2024
Consulting fees	$	812,183	$	294,654
Director fees		44,000		25,000
Stock-based compensation		1,853,636		81,834
	$	2,707,596	$	401,488

At June 30, 2025, included in accounts payable and accrued liabilities is $nil (2024 - $59,714) owed to related parties.

19. 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, Khan Resources B.V. ("KRBV"), for an amount payable of 3.3 million euros (CAD$5 million). This reassessment was pursuant to management challenging an earlier preliminary assessment for an amount payable by KRBV of 11.4 million euros. The preliminary tax assessment and the reassessment were both issued before KRBV had filed its 2016 tax return and as such are based on incomplete information. The 2016 tax return has since been filed. It is management's opinion that the assessed amount payable of 3.3 million euros (CAD$5 million) continues to be an over assessment. The Netherlands Tax Authority re-issued a preliminary assessment, and the Company has filed a notice of objection to this assessment. On February 26, 2024, KRBV was dissolved by the Dutch Chamber of Commerce. The Company believes that the tax collection period of tax debts has expired, however, it is possible that the recovery period for any taxes that could be owed may have been extended. As a result, no provision has been made for this reassessment in these financial statements.

Page 25
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

20. FAIR VALUE

The fair value of the Company's cash and cash equivalents 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 - June 30, 2025		Level 1		Level 2		Level 3
Financial assets at fair value through FVTPL
Equity investment	$	-	$	-	$	685,662
Non financial assets at fair value through other comprehensive income
Cryptocurrencies		-		90,245,205		-
	$	-	$	90,245,205	$	685,662

Recurring fair value measurements - September 30, 2024		Level 1		Level 2		Level 3
Financial assets at fair value through FVTPL
Equity investment	$	-	$	442	$	1,513,331
Non financial assets at fair value through other comprehensive income
Cryptocurrencies		-		25,575,512		-
	$	-	$	25,575,954	$	1,513,331

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.coinmarketcap.com as of 24:00 UTC.

Management has concluded that an active market exists for Solana 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 26
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 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) Changes in expected technical milestones of the investee

d) Changes in management, strategy, litigation mattes or other internal matters

e) Significant changes in the results of the investee compared with the budget, plan, or milestone

(iii) Transfers between levels 2 and 3

There were no transfers between levels 2 and 3 during the nine months ended June 30, 2025 and the year ended September 30, 2024.

(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

June 30,

September 30,

June 30,

2025

2024

2025

Investments

685,662

1,512,889

(a) and (b)

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.

Page 27
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The Company performed a sensitivity analysis on the carrying value of its Level 3 assets at June 30, 2025 and noted that a 20% decrease would result in a $137,132 decrease in fair value.

21. 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 nine months ended June 30, 2025.

Safeguarding of Cryptocurrency Assets

The Company retains one third-party custodian (the "Custodian") to safeguard its cryptocurrency assets; Coinbase Custody Trust Company, LLC ("Coinbase") to hold the Company's Bitcoin and Ethereum cryptocurrency assets. The Custodian is only responsible for holding and safeguarding the Company's cryptocurrency assets and has not appointed a sub-custodian to hold certain cryptocurrency assets.

Coinbase, located at 200 Park Avenue South, Suite 1208, New York, NY 10003, is regulated by the New York Department of Financial Services (NYDFS) and operates as an independently capitalized entity. Coinbase is a fiduciary under § 100 of the New York Banking Law and is licensed to custody its clients' digital assets in trust on their behalf. As a New York state-chartered trust, Coinbase is held to the same fiduciary standards as national banks and is a qualified custodian for purposes of § 206(4)-2(d)(6) of the Advisers Act, commonly called the custody role.

The Company is not aware of anything with regards to the Coinbase's operations that would adversely affect the Company's operations and there are no known security breaches or other similar incidents involving the custodian as a result of which the Company's cryptocurrency assets have been lost or stolen. Coinbase held 100% of the Company's bitcoin holdings and carries an annually renewed commercial crime policy, with Coinbase Global Inc., Coinbase's parent company, as the named insured. In the event of a bankruptcy or insolvency the Company will enforce its rights under the Custodial Services Agreement through Arbitration under the laws of the State of New York, and will be in contact with Coinbase's Regulator, the New York State Department of Financial Services, as well as Coinbase's named insurer.

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

Page 28
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

The Company utilizes the third-party trading platform, Wintermute Asia Pte. Ltd. ("Wintermute") as an OTC desk for derivatives. Wintermute Trading Ltd (registered company number 10882520) and Wintermute Asia Pte. Ltd. (registered company number 202108542H) are proprietary trading firms providing liquidity in various crypto assets and, in the case of Wintermute Asia Pte. Ltd, certain derivatives referencing crypto assets. Wintermute Trading Limited is registered with the Financial Conduct Authority ("FCA") as a Cryptoasset firm and complies with the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations 2017 as amended. The Company uses Wintermute for is OTC derivative trading desk. The Company is not aware of anything with regards to Wintermute's operations that would adversely affect their ability to obtain an unqualified audit opinion on its audited financial statements. Wintermute is not related to the Company.

The Company utilizes the third-party trading platform, Zerocap as an OTC desk for derivatives. Zerocap (registered company number 100635539) is a proprietary trading firm providing liquidity in various crypto assets and certain derivatives referencing crypto assets. Zerocap is registered with the Australian Transaction Reports and Analysis Centre ("AUSTRAC") as a Digital Currency Exchange ("DCE") and complies with the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations. The Company uses Zerocap for its OTC derivative trading desk. The Company is not aware of anything with regards to Zerocap's operations that would adversely affect their ability to obtain an unqualified audit opinion on its audited financial statements. Zerocap is not related to the Company.

The Company utilizes the third-party trading platform, STS Digital Ltd. ("STS Digital") as an OTC desk for derivatives. STS Digital (registered in Bermuda at 2 Reid Street, Hamilton HM 11) is a proprietary trading firm providing liquidity in various crypto assets and certain derivatives referencing crypto assets. STS Digital is licensed and regulated by the Bermuda Monetary Authority as a Class T Digital Asset Business under the Digital Asset Business Act 2018, authorizing services such as digital asset exchange operations, custodial wallet services, digital asset derivatives trading, and vendor services. As part of this license, STS Digital is required to adhere to Bermuda's anti- money laundering and counter-terrorist financing regulations. The Company uses STS Digital for its OTC derivative trading desk. The Company is not aware of anything regarding STS Digital's operations that would adversely affect its ability to obtain an unqualified audit opinion on its audited financial statements. STS Digital is not related to the Company.

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 June 30, 2025, the Company holds $3.1 million in cash and cash equivalents with majority with high credit quality financial institutions (September 30, 2024 - $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 of receivables.

Page 29
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

Interest Rate Risk

The Company is exposed to interest rate risk on its outstanding debt; however, all borrowings as at June 30, 2025, bear fixed interest rates. As such, the Company is not exposed to fluctuations in market interest rates on its existing 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, 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 Solana; 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.

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.

Page 30
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

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.

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 June 30, 2025, 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 $68,566 (September 30, 2024 - $151,289).

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 June 30, 2025, is $21.8 million (September 30, 2024 - $1.8 million). Sensitivity to a plus or minus 10% change in the foreign exchange rates would result in a foreign exchange gain/loss of $2.0 million (September 30, 2024 - $0.2 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 June 30, 2025, the Company had cash and cash equivalents balance of $3.2 million (September 30, 2024 - $1.8 million) to settle accounts payable and accrued liabilities of $1.7 million (September 30, 2024 - $0.2 million). All of the Company's trade accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.

Active Markek 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 20 - Fair Value). A loss of such active markets could materially affect the Company's ability to reliably measure fair value.

Page 31
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

Concentration Risk

The Company is exposed to concentration risk as the majority of its assets are held in Solana and related validator operations. The value of these assets is highly dependent on the performance, stability, and adoption of the Solana 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 Solana, 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 Solana. Regulatory developments may also affect the liquidity, valuation, or classification of Solana under applicable financial reporting standards. The Company actively monitors regulatory changes and assesses potential impacts on its operations and financial position.

Solana Governance Risk

Solana's development and governance are significantly influenced by the Solana Foundation, which plays a key role in protocol upgrades, ecosystem growth, and validator coordination. While Solana operates as a decentralized blockchain, the Solana 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 Solana and Solana-related assets. The Company continues to monitor governance developments and assess potential risks to its operations.

On March 6, 2025, Solana 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 Solana'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.

22. INCOME TAX

The Company provides for income tax at a tax rate of 26.5% based on tax rates expected to apply at the time of realization. The continuity of income taxes payable is as follows:

		Income tax
		payable
Balance at September 30, 2024	$	1,547,686
Income tax expense		49,347
Payments		(1,597,033	)
Balance as of June 30, 2025		-

During the nine months ended June 30, 2025, the Company paid the estimated tax balance of $1,547,686 that was provided for at September 30, 2024 and an additional 49,347 for small adjustments related to fiscal 2024.

As at June 30, 2025, the Company recognized a deferred tax liability of $399,406 (September 30, 2024 - $399,406) in respect recognition of tax expenses associated with unrealized gains on cryptocurrencies. The net deferred tax liabilities which originated during the year ended September 30, 2024, have also not been adjusted in the Interim Statements.

Page 32
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

SOL STRATEGIES INC. (FORMERLY CYPHERPUNK HOLDINGS INC.)
NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)

Three and nine months ended June 30, 2025 and 2024

23. SEGMENTED INFORMATION

The Company operates in one reportable operating segment being investment in cryptocurrencies and blockchain technology.

24. SUBSEQUENT EVENTS

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.

Page 33
The accompanying notes are an integral part of these unaudited interim condensed financial statements.

(formerly Cypherpunk Holdings Inc.)

MANAGEMENT DISCUSSION AND ANALYSIS

For the three and nine months ended June 30, 2025 and 2024

As at August 26, 2025

DISCLAIMER

The following Management's Discussion & Analysis ("MD&A") of the financial condition and results of the operations of SOL Strategies, Inc. formerly Cypherpunk Holdings, Inc. (the "Company" or "SOL Strategies") constitutes management's review of the factors that affected the Company's financial and operating performance for the three and nine months ended June 30, 2025, and 2024. All information in this MD&A is given as of the three and nine months ended June 30, 2025 and 2024, 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 three and nine months ended June 30, 2025, and 2024, together with the notes thereto. 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 and nine months ended June 30, 2025, 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.sedar.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.

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.

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."

On July 9, 2024, Leah Wald was appointed Chief Executive Officer. Under Ms. Wald's leadership, 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 unmatched 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. The Company rebranded from Cypherpunk Holdings, Inc. to SOL Strategies, Inc. on September 9, 2024.

The most recent quarter ending June 30, 2025, represented the first full quarter that SOL Strategies, Inc. ("SOL Strategies" or the "Company") operated all its acquired validators and was able to expand its Solana holdings through its fund-raising efforts. The Company is one of the largest Solana validator businesses²which is unique as it allows the Company to grow its Solana treasury at a faster pace and lower cost than competitors. The Company operates 4 validators on the Solana network and generates revenue through validator commission fees and staking rewards on its SOL treasury holdings. During the quarter ended June 30, 2025, the Company operated all acquired validators for the full three-month period and expanded its Solana holdings through capital raising activities. 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 as a leader at the intersection of blockchain innovation and institutional-grade infrastructure³.

During the quarter, the Solana ecosystem grew as activity on the blockchain continues to grow significantly and places Solana as the most active blockchain⁴. We also announced about the potential tokenization of the Companies common shares, thereby allowing trading on the blockchain, which could position the Company to be one of the first Companies to offer its securities on the Solana network. This could be a major differentiator as most other companies that offer their securities on the blockchain are a derivative of the actual security. The value for the Company would be allowing us to directly interact with our shareholders and build long term relationships with our investor base. If significant volume is traded on the on the blockchain, the Company could directly benefit through its wholly owned

________________________________

1 https://www.jito.network/stakenet/steward/

2 https://solanabeach.io/validators (Laine + SOL Strategies + Orangefin + Cogent validators) = 19th largest out of 1000+ validators

3 SOL Strategies holds ISO 27001, SOC 2 Type 1, and SOC 1 Type 1 certifications.

4 Solana Achieves Record Throughput Exceeding 100,000 TPS validators on its owned staked treasury and making additional revenue on third party delegated Solana. This could become a flywheel effect for the Company as we grow our Solana treasury at an increased level against the competition.

As one of the largest validator operators and the first public company to pursue on-chain equity tokenization on the Solana network⁵, the Company continues to build essential tools, including real-time on-chain reporting, advanced staking analytics, and a non-custodial staking platform, while also supporting core development and testnet operations. SOL Strategies is not merely adapting to change; it is engineering the financial infrastructure of tomorrow.

FINANCIAL & OPERATIONAL EXECUTION:

Since adopting our Solana-focused strategy in 2024, the Company has continued to execute on its mission to build best-in-class blockchain infrastructure. As of June 30, 2025:

● Major Validator Expansion: The strategic acquisition of Laine's validator operations in March 2025 resulted in a material increase in our staked assets under delegation. Solana delegated to our validator operations grew

from 101,200 SOL at September 30, 2024 to 3.74 million SOL by quarter-end, positioning the Company as a top 20 validator operator within the Solana ecosystem with over 1% of the entire Solana network.

● Strategic Financing Foundation: The Company announced the potential for over US$525 million in new capital commitments to accelerate its Solana-focused strategy. This includes a US$500 million convertible note facility with an affiliate of ATW Partners-the first digital asset financing structure dedicated exclusively to acquiring and staking SOL. The Company issued an initial US$20 million tranche in May 2025, with up to US$480 million available in follow-on drawdowns, subject to conditions. In addition, the Company completed a CAD$30 million private placement with ParaFi Capital and amended its unsecured revolving credit facility with former chairman Antanas Guoga, increasing it from CAD$10 million to CAD$25 million. Additionally, since the end of the last quarter, the Company filed a preliminary base shelf prospectus with the OSC. Together with a maximum offering size of USD$150 million. Together, all these instruments provide flexible, institutional-grade financing to support continued growth.

● SOL Treasury Growth: The Company's Solana (SOL) holdings increased from 100,763 SOL as of September 30, 2024, to 394,870 SOL and 26,440 JitoSOL as of June 30, 2025.

o SOL Acquired: The Company purchased 309,635 SOL for total consideration of CAD$77.5 million reflecting an average price of CAD$250 per token

o SOL Dispositions: The Company sold 43,829 SOL at an average sale price of CAD$226 per token

o Staking Rewards: the Company earned 12,680 SOL in staking reward at an average price of CAD$233 per token

o Validator Rewards: Through its core validator operations, the Company earned 16,681 SOL validator rewards at an average price of CAD$237 per token (Note: Excludes validator rewards earned in other cryptocurrencies and validator income earned in fiat)

o Expenses paid in Cryptocurrencies: The Company used 833 SOL to pay expenses with a value of CAD$187,081

________________________________

5 SOL Strategies' validators are 19th out of 1,000+ validators on the Solana network: https://solanabeach.io/validators https://www.forbes.com/sites/digital-assets/2025/05/08/defi-pioneers-superstate-to-bring-public-equities-to-solana/

● Bitcoin Divestment: In alignment with our Solana-native thesis, the Company reduced its Bitcoin holdings from 215.37 BTC as of September 30, 2023, to 0 BTC as of June 30, 2025.

KEY GROWTH PILLARS

● Capital-Efficient Treasury Compounding: Our Validator commission revenue continues to grow, 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 organic the rate of other staking only treasury peers. This allows us to grow our SOL per Share on an accelerated basis.

● Dual Revenue Streams: The Company has 2 distinct revenue streams. We stake our own SOL treasury (earning ~8% annually) and operate validators with over 3.74M SOL delegated by third parties. Validator revenue is ~0.7% of the total delegated stake, which, relative to our treasury size, is equivalent to earning an additional ~8% on the treasury itself.

● Robust Liquidity Position: As of the reporting date, the Company maintains over $93.3 million in liquidity. 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 7-9% 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 high-margin business model generates reliable recurring revenue and positions the Company as a critical 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-including the widely used Stakewiz.com platform and our non-custodial staking mobile app-enhance user experience and drive organic growth. We continue 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 our operating philosophy. The Company completed SOC 1 and SOC 2 Type I 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.

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, we are 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 be a critical enabler of 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.

________________________________

6 FT: Fund management needs to make digital shift

By combining disciplined execution, forward-looking capital allocation, and close alignment with Solana's ecosystem growth, we are committed to building the premier platform for 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 June 30, 2025, 3,745,116 SOL with a value of CAD$785.8 million, were staked at the Company's Validators, of which 392,283 SOL were owned by the Company. This represents an increase of 2,175,903 SOL (138%) of SOL delegated to its Validators since the end of Fiscal 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 at June 30, 2025, 392,668 of the Company's SOL holdings, were exclusively staked to its own high-performance Validators. Additionally, the Company holds 26,440 JitoSOL, a liquid staking token, that also generates staking revenue. This marks a significant increase from the 101,200 SOL staked as of September 30, 2024, reflecting a 288% increase in SOL staked by the Company. The SOL staked to the Company's validators during the nine months ended June 30, 2025, generated staking income of 12,680 SOL, an annualized staking yield of approximately 7% on a SOL-on-SOL basis.

● Validation Revenue: During the three-month period ended June 30, 2025, the Company's Validators generated income of 8,792 SOL (2024 - nil), valued at $1.8 million. The Company also had other income of $139,730 and incurred operating expenses of $193,623, resulting in net income of $1.75 million for the period. During the nine-month period ended June 30, 2025, the Company's Validators generated income of 16,454 SOL (2024 - nil), valued at $4.0 million. In addition, the Company had other income of $279,974 and incurred operating expenses of $378,076, resulting in net income of $3.86 million from its validator operations. More than 50% of the Company's year to date validator income was earned in the third quarter of fiscal 2025.

● Treasury SOL Equivalent of Validator Operations:

o mNAV: Multiple of net asset value ("mNAV") is a standard approach used by investors and analysts to assess the relative value of publicly traded cryptocurrency companies. This measure is typically based only on treasury assets, without reflecting delegated tokens. However, for companies operating Validators, this approach understates economic value. To allow a more accurate comparison with peers, the Company believes it is appropriate to utilize a "Treasury SOL Equivalent," which converts the SOL delegated to its Validators into an equivalent Treasury holding, using the same staking yield realized by the Company on its Treasury SOL. This amount is then combined with the Company's Treasury SOL when determining mNAV.

o Validator Net Income: For the three-month period ended June 30, 2025, the Company's Validators generated income equivalent to 502,236 SOL, based on a 7% annual staking yield and the 3rd quarter 2025 validator income earned by the Company on a SOL basis. Calculated as : Treasury SOL Equivalent = ( 8,789 ÷ 7%) x 4 = 502,236. The value of the Treasury SOL Equivalent, based on the Solana closing price at June 30th 2025 is $106 million (502,236 SOL x $154.7 USD/SOL x 1.3643 CAD/USD).

o Combined Treasury SOL and Treasury SOL Equivalent: The Companies combined treasury SOL and Treasury SOL equivalent to a total is 894,683 SOL

o Efficient Capital Deployment: The combined cost of the Company's Validator assets was $76.6 million, representing a $30 million discount to the $106 million notional cost of the Treasury SOL Equivalent as of June 30, 2025.

o Attractive Economics: By operating Validators directly, the Company captures returns on invested capital than buying and holding SOL passively for staking.

o Growth Outlook: Management expects Validator income to continue increasing, driven by:

▪ Additional SOL delegated to the Company's Validators,

▪ Expanding activity on the Solana ecosystem, and

▪ Potential appreciation in the price of SOL.

The following table presents the growth of the Company's staking and validating business since its inception in late June 2024:

				Three months ending
		June 30,		Sep 30,			Dec 31,		March 31,		June 30,
		2024		2024			2024		2025		2025
				Expressed in Solana
Solana delegated to Company validators (end of period)		-		101,763			1,569,214		3,390,304		3,745,116
Validator rewards (net)		-		(11	)		1,966		5,926		8,789
Solana staked by the Company (end of period)		32,206		101,200			137,534		265,295		392,668
Staking rewards		4		1,427			2,597		3,812		6,271
				Expressed in Canadian Dollars
Solana delegated to Company validators (EOP, $000's)	$	-	$	20,800		$	424,000	$	607,873	$	749,632
Validator income (CDN$, net)	$	-	$	(10,830	)	$	520,458	$	1,589,700	$	1,746,427
Solana staked by the Company (EOP, (EOP, $000's)	$	6,457	$	20,857		$	45,823	$	47,567	$	82,875
Staking rewards (CDN$)	$	802	$	286,750		$	724,391	$	937,764	$	1,293,856

Technical Performance Achievements:

SOL Strategies' validator business remains a high-margin revenue engine, underpinned by industry-leading performance⁷and continuous optimization. During Q3 2025, our infrastructure continued to outperform key network benchmarks:

● 100% Uptime: Laine achieved 100% uptime during the second quarter, supporting network reliability and consistent rewards generation.

● 8.32% Average APY: Orangefin outperformed the network average (7.78%) through performance tuning and infrastructure enhancements, delivering superior returns to delegators and attracting deals such as our Ark Invest, Neptune, and DigitalX agreement.

● Solana Mobile Validator: We launched the first ever mobile app dedicated to Solana native staking on iOS, Android, and Solana Mobile.

● Firedancer Deployment: Early adoption of the Firedancer validator client on two nodes reinforces our infrastructure leadership 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:

● Retail Staking App: Launched on Solana's dApp Store as well as the Apple App Store and Google Play, the Orangefin mobile app is the first mobile app ever launched dedicated to native staking on Solana.

________________________________

7 Orangefin ranks 3rd in APY (https://www.jito.network/stakenet/steward/

● 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 superior 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.

● Dune Dashboard: Given that the majority of the Company's revenue is derived directly from on-chain activity, SOL Strategies developed a public-facing dashboard providing daily, unaudited insights into its blockchain-based revenue. This tool enhances transparency by offering stakeholders near real-time visibility into the key performance metrics that drive the Company's operational and financial outcomes.

● 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 which has received over 150,000 pre-orders.

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. Since September 30, 2024 to current, we have partnered with the following institutional partners:

● 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.

● DigitalX (ASX: DCC): This integration, facilitated through BitGo, marked one of the largest institutional staking mandates in the Asia-Pacific region and underscored Sol Strategies' credibility in delivering consistent validator performance.

● 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.

● Ark Invest Digital Asset Fund: On July 28, 2025 SOL Strategies announced that ARK Invest's Digital Asset Revolutions Fund selected SOL Strategies as its Staking Provider. This is a major milestone for the Company in working with one of the most prestigious ETF asset management companies in the United States.

● Solana Mobile - In August, 2025, the Company announced the launch of its white label validator

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 Q2 as well as recently to enhance flexibility and position the Company for long-term value creation:

● Nasdaq U.S. Listing: SOL Strategies has initiated the process for a U.S. Nasdaq listing to enhance market visibility and expand access to institutional investors. Significant progress has been made toward meeting the necessary regulatory and listing requirements, reflecting our commitment to scaling the Company's presence in U.S. capital markets. On August 5, 2025, the Company executed a stock consolidation to ensure the Company met the NASDAQ price requirement. The commencement of trading remains subject to approval from NASDAQ.

● Preliminary Base Shelf Prospectus: The Company filed preliminary base shelf prospectus with the OSC with a maximum offering size of USD$150 million.

● US$500 million convertible note facility from ATW Partners: On April 23, 2025, SOL Strategies announced a landmark convertible note facility of up to US$500 million with an affiliate of ATW Partners, representing the first digital asset financing structure exclusively dedicated to acquiring and staking Solana (SOL) tokens. Under the agreement, SOL Strategies issued convertible notes in the principal amount of US$20 million as an initial tranche on May 1, 2025, with additional capacity of up to US$480 million available in follow-on drawdowns, subject to certain conditions. This financing structure is the first of its kind in the digital asset space, reinforcing our leadership in aligning blockchain infrastructure with institutional capital.

● $30 million convertible debenture private placement:

o On January 16, 2025, the Company announced the completion of its private placement financing of $27.5 million (the "Private Placement"), by ParaFi Capital.

o On January 24, 2025, the Company added an additional 2.5mm to the announced round on January 16, 2025 making the total round $30 million.

● $25 million Credit Facility: On January 6, 2025, the Company amended its credit facility agreement with Antanas Guoga, the Company's Former Chairman increasing the unsecured, revolving demand credit facility from $10 million to $25 million, to be used exclusively for the purchase of Solana tokens.

Enhanced Investor Relations and Market Liquidity

SOL Strategies achieved higher trading volumes on both the CSE and OTC 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.

ACQUISITIONS AND STRATEGIC INVESTMENTS INFORMATION

The following acquisitions and investments have taken place since September 30, 2024:

OrangeFin Validators Acquisition

On December 31, 2024, the Company acquired three Validators operating in the Solana, Solana Testnet, and Arch Testnet networks, and certain assets related to the Validators from Orangefin Ventures LLC ("Orangefin"), a blockchain infrastructure company specializing in validator operations and staking services for consideration of (i) 750,000 USDC on closing, (ii) the issuance of 503,621 Common Shares at a deemed value of $2.14 per share on closing, and (iii) US$5,000,000 in additional Common Shares (valued at the trading price per Common Share at the time of issuance), to be issued in six equal tranches every six months over a period of three years from closing. In addition to the acquisition of Validators, Max Kaplan, founder of Orangefin Ventures, has joined as the Company's new Head of Staking.

ParaFi Private Placement

On January 16, 2025, the Company announced the completion of its private placement financing of $27.5 million (the "Private Placement"), by ParaFi Capital (https://parafi.com/), a leading global blockchain investment firm. The proceeds from the Private Placement will be used to increase the Company's SOL treasury holdings, for organic and inorganic expansion of its revenue-generating validator operations, as well as general working capital purposes.

The Private Placement consisted of unsecured convertible debenture units ("CD Units") for gross proceeds of $27.5 million. Each CD Unit consists of one debenture ("Debenture") with a principal amount of $1,000, and 400 common share purchase warrants (each, a "Warrant"). Interest on the Debentures accrues at a rate of 2.5% per annum, payable semi-annually in cash or Common Shares and the Debentures are convertible at any time into Common Shares of the Company at $2.50 per Common Share. Each Warrant entitles the holder thereof to purchase one (1) Common Share of the Company at an exercise price of $2.50 per Common Share, exercisable at any time on or before January 16, 2030. The Debentures are redeemable in cash after the three-year anniversary of the closing of the Private Placement at 112% of the principal value, plus accrued and unpaid interest. Any Common Shares issued on the conversion of the Debentures, the interest thereon, or upon exercise of the Warrants are subject to restrictions on trading until the date that is four months and a day following the closing date of the Private Placement.

On January 24, 2025, the Company completed a second tranche private placement of $2.5 million with updated terms reflecting the Company's improved market position. The second tranche was based on a $4.66 conversion (updated from $2.50) and warrant exercise price. This brought the total gross proceeds received pursuant to private placement financing to $30 million.

Laine Acquisition

During the six months ended March 31, 2025, the Company acquired the Stakewiz Assets for consideration paid at closing of $5,000,000 cash, 5,000,000 common shares priced at $3.00 per share, and 4,500,000 common share purchase warrants (each, a "Warrant"). The Warrants vest monthly in substantially equal tranches over 36 months, and each Warrant entitles the seller to purchase one common share of the Company at a price of $2.98 per share for a period of 36 months from its respective vesting date. The Company is also required to issue 5,000,000 common shares on March 17, 2026 at a deemed price of $3.00 per share (the "Stakewiz Obligation")

The Laine validator had 1.5 million SOL ($317 million) delegated to it as of March 6, 2025. This acquisition increased SOL Strategies' total staked SOL to 3,351,617 SOL across its validator operations, representing a 102% increase from February 2025. Michael Hubbard, founder of Laine, joined SOL Strategies as Chief Strategy Officer, bringing extensive expertise in validator operations, blockchain infrastructure, and decentralized network analytics.

ATW Investment

On April 23, 2025, SOL Strategies announced a convertible note facility of up to USD$500 million with an affiliate of ATW Partners, representing the first digital asset financing structure exclusively dedicated to acquiring and staking Solana (SOL) tokens. SOL Strategies issued convertible notes in the aggregate principal amount of USD$20 million as an initial tranche on May 1, 2025, with additional capacity of up to USD$480 million available in follow-on drawdowns, subject to certain conditions.

Proceeds used to purchase SOL tokens will be staked on validators operated by SOL Strategies, with staking yield shared with note holders. This structure strengthens the Company's validator business and generates immediate yield.

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 five 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.

FUNDING

We believe our operating activities will continue to generate adequate cash flows to fund normal operations. We continually evaluate opportunities for us to maximize our growth of our Solana holdings and further enhance our strategic treasury position. We also continue to evaluate acquisitions, strategic alliances, and joint ventures involving all types and combinations of equity, and acquisition alternatives. As a result, we may choose to raise additional funds to support those strategic initiatives.

HIRING

Additions to the SOL Strategies team since Fiscal 2024 include the following:

Max Kaplan, Head of Staking on December 31, 2024 and Chief Technology Officer on January 30, 2025. Mr. Kaplan is the founder of Orangefin Ventures, which was acquired by the Company on December 31, 2024. Prior to founding Orangefin, Max was senior director of Engineering at Kraken.

Doug Harris, Chief Financial Officer. Mr. Harris joined the Company as Chief Financial Officer on a full-time basis on January 1, 2025. Doug joined the Company as a part-time CFO in April 2021. Doug Harris is a Chartered Accountant (CPA, CA) and Chartered Business Valuator (CBV) with over 20 years of experience in finance. His expertise spans corporate finance, accounting, private equity, and M&A, with involvement in over $2 billion worth of transactions.

Andrew McDonald, Director of Operations. Mr. McDonald joined the Company on January 21, 2025. Andrew was previously the Chief Operating Officer of Bitaccess Inc. a Canadian SaaS company serving the Bitcoin ATM industry. Andrew helped to guide Bitaccess through an acquisition and oversaw its growth to be one of the world's largest Bitcoin ATM software providers.

Michael Hubbard, Chief Strategy Officer: Mr. Hubbard joined SOL Strategies as Chief Strategy Officer on March 17, 2025, through the Laine acquisition. Michael brings extensive expertise in validator operations, blockchain infrastructure, and decentralized network analytics as the founder of Laine and Stakewiz.com.

LEADERSHIP TRANSITION

On July 21, 2025 Mr. Tony Guoga resigned as Chairman of the Board and transitioned to the role of Strategic Advisor. Concurrently, Mr. Luis Berruga was named Chairman. Mr. Berruga was appointed as an independent Director on March 3, 2025 bringing over 20 years of expertise and leadership in global ETF markets and traditional finance. Mr. Berruga's extensive experience in ETFs and asset management is expected to provide critical insights and business development opportunities as SOL Strategies continues its growth trajectory and advances the development of its institutional Solana Staking platform.

This was part of a series of board changes designed to accelerate the Company's growth strategy, strengthen corporate governance, and enhance its board of directors' (the "Board") depth of expertise. The new Board members bring significant industry expertise, deep capital markets experience, and global relationships that are expected to enhance operational execution, expand market reach, and reinforce the Company's position as a key participant in the Solana ecosystem. The Company welcomes José Manuel Calderón and Michael Hubbard, as new directors.

On January 30, 2025, Mr. Mohammed Adam resigned as director and Chief Investment Officer of the Company due to personal circumstances. The acting Chief Economist assumed his roles and responsibilities.

Solana Staking and Solana Validator Operations Risk Subsequent to September 30, 2024

Subsequent to September 30, 2024, SOL Strategies has acquired three Solana validators, and now operates six high- performance validators on the Solana network, three of which are 100% owned by the Company, one 78% owned, and two of which are part of 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 subsequent to the year ended September 30, 2024, 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.

Risks related to Staking Operations

The Company operates five Solana Validators, three of which were acquired subsequent to the year ended September 30, 2024, and four of which operate in the Solana network, 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 nine months ended June 30, 2025, was affected by the increase in SOL prices during this quarter . Solana traded at US$125 per token at the beginning of the period, peaking at US$187 in the May 2025, with a low of $91 in April 2025, and then closing out the period at US$155 with an average price of USD$149 (source:www.coinlore.com ). On a fiat basis, this resulted in an unrealized gain of $9.1 million on the Company's SOL holdings and higher revenue from staking and validator operations in the period; on a SOL basis staking rewards and validator income also increased during the period (see table and commentary above). We note that SOL prices have increased significantly since June 30, 2025, trading at over US$209 per token in the middle of August 2025.

Despite the challenges caused by volatility in SOL prices, the Company realized a positive EBITDA of $6.4 million for the nine months ended June 30, 2025.

The financial highlights for the nine months ended June 30, 2025 (compared to the nine months ended June 30, 2024 for income items or September 30, 2024 for balance sheet items) are as follows:

● Adjusted EBITDA $6.4 million (2024 - $1.2 million), see Non-IFRS financial measures below

● Net loss of $9.8 million (2024 - net income of $1.1 million ) including:

○ Staking and validating income of $6.8 million (2024 - $nil)

○ Realized gain on cryptocurrencies of $3.9 million (2024 - $ nil)

● Total comprehensive loss of $23.8 million (2024 - total comprehensive income of $13.4 million)

● Cryptocurrency holdings of $90.2 million at June 30, 2025 (September 30, 2024 - $25.6 million) including:

○ 394,870 SOL with a market value of $83.3 million (September 30, 2024 - 100,763 Sol with a market value $20.8 million) and 26,440 JitoSOL with a market value of $6.7 million (September 30, 2024 - nil)

● Cash position of $3.1 million (September 30, 2024 - $1.8 million)

● Intangible assets (SOL validators) of $70.0 million (September 30, 2024 - $nil)

● Total assets at June 30, 2025 of $164.3 million (September 30, 2024 - $28.9 million)

● Shareholders' equity of $102.2 million (September 30, 2024 - $26.7 million)

RESULTS OF OPERATIONS

Selected Quarterly Information

The selected quarterly information below summarizes the financial information for the last eight quarters.

								$ millions, except per share amounts
Income (loss) before taxes		(8.12	)		(5.98	)		4.39			7.29			(1.50	)		(0.24	)		2.64		(2.72	)
Tax Recovery (expense)		(0.04	)		1.16			(1.16	)		(1.58	)		-			-			-		0.03
Income (loss) for period		(8.16	)		(4.82	)		3.23			5.71			(1.50	)		(0.24	)		2.64		(2.69	)
Net income (loss) per share (diluted)	$	(0.05	)	$	(0.03	)	$	0.02		$	0.04		$	(0.01	)	$	-		$	0.02	$	(0.03	)
Total comprehensive income (loss)		0.95			(32.54	)		7.83		(10.27		)		4.95			7.74			6.93		(3.45	)
Total assets		164.29			124.91			74.63			28.90			28.35			31.34			26.72		17.05
Net book value		102.17			84.68			60.20			26.72			27.88			31.17			28.90		16.83

Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024

The total comprehensive income of $0.95 million in during the three months ended June 30, 2025 compared to $5.0 million comprehensive income in the previous period, mainly due to:

· Validation services income of $1.75 million (2024 - $nil)

· Staking rewards of $1.29 million (2024 - $nil)

· Operating expenses of $10.7 million (2024 - $0.4 million) for the period, mainly due to the following:

- Stock-based compensation to $1.8 million (2024 - $43,758)

- Amortization expense to $4.0 million (2024 - $15,818), due to the amortization of the purchase of approximately $76.3 million of intangible (validator) assets that commenced in November 2025

- Transaction costs on the convertible debt financing were $2.4 million (2024 - $nil)

- Professional fees to $0.8 million (2024 - $0.1 million), mainly due to higher legal expenses associated with the acquisition of intangible (validator) assets and the convertible debenture financings

- Interest expense to $1.2 million (2024 - $nil), due to interest on the credit facility and convertible debentures

- Investor relations to $0.2 million (2024 - $nil) due to investor relations and marketing activities initiated in fiscal 2025

- Provision for income tax expense of $49 thousand (2024 - $nil) due to small adjustments after paying the $1.5M balance owing from September 30, 2024.

- Unrealized gain on cryptocurrencies of $9.1 million in the third quarter 2025 (2024 - $6.5 million) due to increase in SOL prices during the third quarter of fiscal 2025 (USD$149) compared to the second quarter of fiscal 2025 (USD$125) and the Company's larger cryptocurrency holdings during the third quarter of the fiscal 2025 ($90.2 million) compared to the third quarter of fiscal 2024 ($16.5 million).

Comparison of the nine months ended June 30, 2025, to the nine months ended June 30, 2024

Total comprehensive loss of $23.8 million in during the nine-month period ended June 30, 2025 compared to total comprehensive income of $13.4 million, mainly due to:

· Validation services income of $3.9 million (2024 - $nil)

· Staking rewards of $3.0 million (2024 - $nil)

· Realized gain on the disposition of cryptocurrencies of $3.9 million in 2025 (2024 - $nil)

· Operating expenses of $20.5 million (2024 - $0.7 million), an increase of $19.8 million, mainly due to the following:

- Stock-based compensation of $5.7 million (2024 - $81,834)

- Amortization expense of $6.5 million (2024 - $23,727), due to amortization of the purchase of approximately $76.3 million of intangible (validator) assets in fiscal 2025

- Professional fees to $2.1 million (2024 - $146,322), mainly due to higher legal expenses associated with the acquisition of intangible (validator) assets, the Nasdaq listing, and the convertible debenture financings

- Transaction costs on the convertible debt financing was $2.4 million (2024 - $nil)

- Interest expense to $1.9 million (2024 - $nil), due to interest on the credit facility and convertible debentures in 2025

- Investor relations to $0.5 million (2024 - $nil) due to investor relations and marketing activities initiated in fiscal 2025

- Unrealized loss on cryptocurrencies of $14.0 million in 2025 (2024 - unrealized gain of $10.7 million), a $26.3 million decrease in income due to a significant drop in SOL prices during the second quarter of fiscal 2025.

Comparison of the balance sheet as at June 30, 2025, to the balance sheet as at September 30, 2024

Total assets of $164.3 million compared to $28.9 million, a $135.4 million increase, mainly due to:

- Cryptocurrencies increased to $90.3 million ($25.6 million at September 30, 2024), and

- Intangible assets increased to $70.0 million ($nil at September 30, 2024), due to the acquisition of the Cogent, OrangeFin and Laine (Stakewiz) validator assets in 2025.

Total liabilities increased to $62.1 million (September 30, 2024 - $2.2 million) an increase of $59.9 million, mainly due to:

- Financial liabilities of $5.3 million (September 30, 2024 - $nil) where $2.2 million was allocated to the current liabilities, representing the estimated present value of the remaining future common share issuances for the OrangeFin validator asset purchase

- Credit facility of $16.2 million (September 30, 2024 - $nil) from a related party financing in fiscal 2025, and

- Debt component of the convertible debentures of $38.6 million at June 30, 2025 relating to the convertible debenture financings of $57.2 million of gross proceeds (September 30, 2024 - $nil)

Net book value of $102.2 million (September 30, 2024 - $26.7 million) an increase of $75.5 million, mainly due to:

- Capital stock of $62.6 million (September 30, 2024 - $17.3 million) mainly due to $17.5 million of share issued for validator asset acquisitions and the exercise of warrants ($9.0 million cash plus $4.8 million transferred from reserves) and options ($1.5 million cash plus $1.1 million transferred from reserves)

- Reserves of $71.1 million (September 30, 2024 - $17.3 million), mainly due to $5.7 million of stock-based compensation during the nine months ended June 30, 2025, $7.4 million of warrants and $37.3 million of future common share issuances; related to the Cogent, OrangeFin and Stakewiz validator asset acquisitions, , net of $3.7 million transferred to capital stock upon scheduled share issuances pursuant to the validator asset acquisitions. In addition, $15.9 million of reserve value additions related to the equity component of the $57.2 million (gross proceeds) of convertible debenture financings during 2025

- Accumulated other comprehensive loss of $11.5 million (September 30, 2024 - accumulated other comprehensive income of $2.5 million) mainly due to the decrease in SOL prices during the second quarter of 2025

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 this non-IFRS financial measures provides 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:

		Three Months Ended						Nine Months Ended
		June 30,						June 30,
Non-IFRS Financial Measures		2025			2024			2025			2024
Adjusted EBITDA
(Loss) income before taxes	$	(8,150,702	)	$	(1,497,247	)	$	(9,749,279	)	$	1,144,756
Add back:
Foreign exchange (gain) loss		(139,484	)		(119,636	)		(187,738	)		(75,419	)
Accretion		(300,492	)		-			(184,974	)		-
Amortization		4,000,929			15,818			6,592,846			23,727
Non-cash interest expense		1,161,443			-			1,863,571			-
Share based compensation		1,843,959			43,758			5,692,950			81,834
Transaction Costs (ATW Debenture Financincing)		2,380,272			-			2,380,272			-
Adjusted EBITDA	$	795,925		$	(1,557,307	)	$	6,407,648		$	1,174,898

Financial and Capital Management

Outstanding Share Data

At June 30, 2025
Common shares outstanding:		173,772,836
Options to purchase common shares:		5,329,000
Restricted share units		50,000
Warrants:		12,416,332

At August 26, 2025⁽¹⁾
Common shares outstanding:		22,237,404
Options to purchase common shares:		856,125
Restricted share units		16,667
Warrants:		1,552,042

(1) Reflects the 1 for 8 share consolidation that occurred on August 5, 2025.

Cash Flow

For the nine months ended June 30, 2025, cash and cash equivalents increased by $1.4 million (2024 - $6.6 million) to due to $83.9 million of net cash from financing activities (2024 - $0.9 million cash used) where $74.5 million of net cash was used in investing activities (2024 - $7.8 million cash inflow due to sale of investments and cryptocurrencies). In addition, the cash used in operating activities during 2025 was $8.1 million (2024 - $0.3 million) including $1.5 million in CRA payments and $3.9 million realized gain on cryptocurrencies(2024 -$nil).

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of June 30, 2025, and as at the date of this MD&A.

RELATED PARTY DISCLOSURES

During the nine months ended June 30, 2025, the Company paid $15,293, (2024 $90,000) for consulting services provided by the chairman (Antanas Guoga). At June 30, 2025, there is $nil (2024 $30,000) of accounts payable to this related party. During 2025, this individual provided a $25 million dollar credit facility to the Company, of which $16.2 million had been advanced as at June 30, 2025 (see note 11). Subsequent to June 30, 2025, the Company announced on July 21, 2025 in a press release that this individual stepped down from being chairman of the board to a strategic advisor.

During the nine months ended June 30, 2025, the Company paid $122,813 (2024 - $54,000) for consulting services provided by the CTO (Max Kaplan). At June 30, 2025, there is $nil (2024 - $nil) of accounts payable to this related party. This individual was founder of OrangeFin Ventures, see Intangible Assets (note 6) for details on this acquisition.

During the nine months ended June 30, 2025, $97,540 (2024 $20,741) was charged for legal services by a firm (Irwin Lowy LLP) of which the corporate secretary of the Company is an associate (Carly Burk). At June 30, 2025, there is $nil of accounts payable to this related party (2024 - $6,560).

Key Management Compensation

Key management includes the related parties noted above. The compensation paid to key management is shown below:

Nine months ended June 30,		2025		2024
Consulting fees	$	812,183	$	294,654
Director fees		44,000		25,000
Stock-based compensation		1,853,636		81,834
	$	2,707,596	$	401,488

At June 30, 2025, included in accounts payable and accrued liabilities is $nil (2024 - $59,714) owed to related parties.

FAIR VALUE

The fair value of the Company's cash and cash equivalents 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 - June 30, 2025		Level 1		Level 2		Level 3
Financial assets at fair value through FVTPL
Equity investment	$	-	$	-	$	685,662
Non financial assets at fair value through other comprehensive income
Cryptocurrencies		-		90,245,205		-
	$	-	$	90,245,205	$	685,662

Recurring fair value measurements - September 30, 2024		Level 1		Level 2		Level 3
Financial assets at fair value through FVTPL
Equity investment	$	-	$	442	$	1,513,331
Non financial assets at fair value through other comprehensive income
Cryptocurrencies		-		25,575,512		-
	$	-	$	25,575,954	$	1,513,331

The Company defines its fair value hierarchy as follows:

Management has concluded that an active market exists for Solana ("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:

a) The use of quoted market prices in active or other public markets

b) The use of most recent transactions of similar instruments

c) Changes in expected technical milestones of the investee

d) Changes in management, strategy, litigation mattes or other internal matters

e) Significant changes in the results of the investee compared with the budget, plan, or milestone

(iii) Transfers between levels 2 and 3

There were no transfers between levels 2 and 3 during the nine months ended June 30, 2025 and the year ended September 30, 2024.

(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):

Description

Fair Value

Unobservable
Inputs

Range of Inputs

June 30,

September 30,

June 30,

2025

2024

2025

Investments

685,662

1,512,889

(a) and (b)

N/A

(vi) Valuation processes

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

The Company performed a sensitivity analysis on the carrying value of its Level 3 assets at June 30, 2025 and noted that a 20% decrease would result in a $137,132 decrease in fair value.

FINANCIAL RISK FACTORS

Capital Management

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 nine months ended June 30, 2025.

Safeguarding of Cryptocurrency Assets

The Company utilizes the third-party trading platform, Zerocap as an OTC desk for derivatives. Zerocap (registered company number 100635539) is a proprietary trading firm providing liquidity in various crypto assets and certain derivatives referencing crypto assets. Zerocap is registered with the Australian Transaction Reports and Analysis Centre ("AUSTRAC") as a Digital Currency Exchange ("DCE") and complies with the Money Laundering, Terrorist Financing and Transfer for Funds (Information on the Payer) Regulations. The Company uses Zerocap for is OTC derivative trading desk. The Company is not aware of anything with regards to Zerocap's operations that would adversely affect their ability to obtain an unqualified audit opinion on its audited financial statements. Zerocap is not related to the Company.

The Company utilizes the third-party trading platform, STS Digital Ltd. ("STS Digital") as an OTC desk for derivatives. STS Digital (registered in Bermuda at 2 Reid Street, Hamilton HM 11) is a proprietary trading firm providing liquidity in various crypto assets and certain derivatives referencing crypto assets. STS Digital is licensed and regulated by the Bermuda Monetary Authority as a Class T Digital Asset Business under the Digital Asset Business Act 2018, authorizing services such as digital asset exchange operations, custodial wallet services, digital asset derivatives trading, and vendor services. As part of this license, STS Digital is required to adhere to Bermuda's anti-money laundering and counter-terrorist financing regulations. The Company uses STS Digital for its OTC derivative trading desk. The Company is not aware of anything regarding STS Digital's operations that would adversely affect its ability to obtain an unqualified audit opinion on its audited financial statements. STS Digital is not related to the Company.

Risk Disclosures

Exposure to credit, interest rate, cryptocurrency, and currency related risks arises in the normal course of the Company's business.

Credit Risk

There is no significant credit risk with respect of receivables.

Interest Rate Risk

Cryptocurrencies Risk

Loss of access risk

Irrevocability of transactions

Hard fork and air drop risks

Market Risk

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 in such currencies as of June 30, 2025, is $21.8 million (September 30, 2024 - $1.8 million). Sensitivity to a plus or minus 10% change in the foreign exchange rates would result in a foreign exchange gain/loss of $2.0 million (September 30, 2024 - $0.2 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 June 30, 2025, the Company had cash and cash equivalents balance of $3.2 million (September 30, 2024 - $1.8 million) to settle accounts payable and accrued liabilities of $1.7 million(September 30, 2024 - $0.2 million). All of the Company's trade accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.

Active Marekt Risk

Concentration Risk

Regulatory Risk

Solana Governance Risk

Solana's development and governance are significantly influenced by the Solana Foundation, which plays a key role in protocol upgrades, ecosystem growth, and validator coordination. While Solana operates as a decentralized blockchain, the Solana 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 Solana and Solana-related assets. The Company continues to monitor governance developments and assess potential risks to its operations.

On March 6, 2025, Solana 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 Solana'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

SUBSEQUENT EVENTS

and convertible securities. There was no change to the Company's name or trading symbols.

OTHER INFORMATION

This management's discussion and analysis of the financial position and results of operation as at June 30, 2025, should be read in conjunction with the Company's interim unaudited condensed financial statements for the nine months ended June 30, 2025 and 2024, and Company's the financial statements for the year ended September 30, 2024 and 2023. 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 related to the Company is made known to the Company's certifying officers. The Company's Chief Executive Officer and Chief Financial Officer believe that the Company's disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed under applicable securities regulations is recorded, processed, summarized, and reported within the times specified. Management regularly reviews the Company's disclosure controls and procedures; however, they cannot provide an absolute level of assurance because of the inherent limitations in cost effective control systems to prevent or detect all misstatements due to error or fraud.

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The design of any system of controls and procedures is based, in part, upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

"Leah Wald"

Chief Executive Officer

August 26, 2025

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Leah Wald, Chief Executive Officer of Sol Strategies Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Sol Strategies Inc. (the "issuer") for the interim period ended June 30, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 26, 2025.

"Leah Wald"

Leah Wald

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Doug Harris, Chief Financial Officer of Sol Strategies Inc., certify the following:

Date: August 26, 2025.

"Doug Harris"

Doug Harris

Chief Financial Officer

NOTE TO READER

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

Sol Strategies Announces Fiscal Third Quarter 2025 Financial and Operating Results

Toronto, Ontario--(Newsfile Corp. - August 26, 2025) - SOL Strategies Inc. (CSE: HODL) (OTCQB: CYFRD) (formerly, Cypherpunk Holdings Inc, "Sol Strategies" or the "Company"), the first publicly traded company to combine a substantial Solana treasury with a revenue-generating validator business, today released its financial results for the fiscal third quarter ending June 30, 2025.

Financial Results Webcast and Conference Call:

SOL Strategies will hold a webcast and conference call at 4:30 p.m. Eastern Time today to discuss these financial results. To register to participate in the conference call, please use the dial-in instructions or webcast link below. The webcast will also be available for replay via the investor relations section of the Company's website https://solstrategies.io/investors/.

Event Details:

SOL Strategies, Inc. Third Quarter 2025 Financial Results Webcast and Conference Call
Webcast Date: Tuesday, August 26, 2025, at 4:30 PM EST

Live Call: (800) 245-3047 (U.S.) or (203) 518-9765 (International), Conference ID: SOLQ325

Register Now: https://event.on24.com/wcc/r/5043194/1E21F75D23E0BA0E387244393790930D

About SOL Strategies

Investor Contact:

John Ragozzino, CFA

solstrategies@icrinc.com

203.682.8284

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information:

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking statements and information relating to the Company's or the Company's management team's expectations, hopes, beliefs, intentions or strategies regarding the future, and expectations regarding the characteristics, value drivers, and anticipated benefits of the Company's business plans and operations related thereto. Forward-looking information can also be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or indicates that certain actions, events or results "may", "could", "would", "might" or "will be" taken, "occur" or "be achieved".

Disclaimer:

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263998

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No.1 to the Registration Statement on Form 40-F of our report dated June 16, 2025, relating to the consolidated financial statements of Sol Strategies Inc., which are part of this Amendment No.1 to the Registration Statement.

/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada

Chartered Professional Accountants

August 28, 2025