Exhibit 99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
Sol Strategies Inc.
Opinion on the Financial Statements
We have audited the accompanying statements of financial position of Sol Strategies Inc. (the “Company”) as of September 30, 2025 and 2024, and the related statements of income (loss) and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years ended September 30, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended September 30, 2025 and 2024 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2025.
/s/ DAVIDSON & COMPANY LLP | |
Vancouver, Canada | Chartered Professional Accountants |
December 29, 2025 |

SOL STRATEGIES INC.
STATEMENTS OF FINANCIAL POSITION
(EXPRESSED IN CANADIAN DOLLARS)
| September 30, | | September 30, | |||
2025 | 2024 | |||||
Assets |
| |
| | ||
Cash and cash equivalents (note 4) | $ | | $ | | ||
Prepaid expenses and accounts receivable (note 5) |
| |
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Income tax recoverable (note 22) |
| |
| — | ||
| |
| | |||
Cryptocurrencies (note 6) |
| |
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Intangible assets (note 7) |
| |
| — | ||
Fixed assets (note 8) |
| |
| — | ||
Investments (note 9) |
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$ | | $ | | |||
Liabilities |
| |
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Accounts payable and accrued liabilities (notes 10 and 18) | $ | | $ | | ||
Income tax payable (note 22) |
| — |
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Credit facility (note 11) |
| |
| — | ||
Convertible debentures (note 12) |
| |
| — | ||
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Long-term liabilities |
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Convertible debentures (note 12) |
| |
| — | ||
Deferred tax liability (note 22) |
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Shareholders’ Equity |
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Capital stock (note 13) |
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Reserves (notes 12, 14, 15 and 16) |
| |
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Accumulated other comprehensive (loss) income |
| |
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Accumulated deficit |
| ( |
| ( | ||
| |
| | |||
$ | | $ | | |||
Nature of operations and going concern (note 1)
Contingent liabilities (note 19)
Subsequent events (note 25)
SIGNED ON BEHALF OF THE BOARD
“Ungad Chadda” | “Rubsun Ho” | |
Director | Director |
Page 1
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(EXPRESSED IN CANADIAN DOLLARS)
Year ended September 30, | | 2025 | | 2024 | ||
Validation service income - net (note 17) | $ | | $ | — | ||
Staking rewards (note 17) |
| |
| | ||
Realized (loss) gain on dispositions of cryptocurrencies (note 6) |
| |
| | ||
Treasury management income |
| |
| — | ||
Dividend income |
| |
| | ||
Other income |
| |
| | ||
Realized (loss) gain on investments (note 9) |
| ( |
| | ||
Unrealized gain on investments (note 9) |
| — |
| | ||
Gain from dissolution of subsidiary after tax (note 19) |
| — |
| | ||
Realized loss on disposal of assets |
| — |
| ( | ||
| |
| | |||
Expenses |
| |
| | ||
Impairment losses on intangible assets (note 7) |
| |
| — | ||
Amortization (note 7 and 8) |
| |
| | ||
Share based compensation (notes 14 and 18) |
| |
| | ||
Professional fees (note 18) |
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Interest expense and accretion |
| |
| — | ||
Transaction costs (note 12) |
| |
| — | ||
Consulting fees (note 18) |
| |
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Investor relations |
| |
| — | ||
General and administrative |
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Listing fees |
| |
| — | ||
Foreign exchange loss (gain) |
| |
| ( | ||
Director fees (note 18) |
| |
| | ||
| |
| | |||
(Loss) income before taxes |
| ( |
| | ||
Deferred tax expense (recovery) (note 22) |
| ( |
| | ||
Provision for income tax (recovery) (note 22) |
| ( |
| | ||
Income tax (recovery) expense |
| ( |
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Net (loss) income for the period |
| ( |
| | ||
Other comprehensive income |
| |
| | ||
Unrealized (loss) gain on cryptocurrencies (note 6) |
| |
| | ||
Deferred (tax) recovery on unrealized gain on cryptocurrencies (note 22) |
| ( |
| ( | ||
Total comprehensive (loss) income | $ | ( | $ | | ||
Net (loss) income per share (note 13(c)) |
| |
| | ||
Basic | $ | ( | $ | | ||
Diluted | $ | ( | $ | | ||
Weighted average number of shares outstanding (note 13(c)) |
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Basic |
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Diluted | |
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Page 2
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(EXPRESSED IN CANADIAN DOLLARS)
| | | | Accumulated | | | |||||||||||
Other | |||||||||||||||||
Common | Capital | Comprehensive | |||||||||||||||
Shares | Stock | Reserves | (Loss) Income | Deficit | Total | ||||||||||||
Balance, September 30, 2023 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Share based compensation |
| — |
| — |
| |
| — |
| — |
| | |||||
Options exercised |
| |
| |
| — |
| — |
| — |
| | |||||
Fair value of options exercised |
| — |
| |
| ( |
| — |
| — |
| — | |||||
Options cancelled and expired |
| — |
| — |
| ( |
| — |
| |
| — | |||||
Purchase of shares for cancellation |
| ( |
| ( |
| — |
| — |
| — |
| ( | |||||
Dissolution of subsidiary |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Net income for the year |
| — |
| — |
| — |
| — |
| |
| | |||||
Other comprehensive income |
| — |
| — |
| — |
| |
| — |
| | |||||
Balance, September 30, 2024 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Share based compensation (note 14) |
| — |
| — |
| |
| — |
| — |
| | |||||
Options exercised (note 14) |
| |
| |
| — |
| — |
| — |
| | |||||
Fair value of options exercised (note 14) |
| — |
| |
| ( |
| — |
| — |
| — | |||||
Warrants issued for acquisitions (note 6) |
| — |
| — |
| |
| — |
| — |
| | |||||
Warrants exercised |
| |
| |
| — |
| — |
| — |
| | |||||
Fair value of warrants exercised |
| — |
| |
| ( |
| — |
| — |
| — | |||||
Shares issued for acquisitions (note 6) |
| |
| |
| ( |
| — |
| — |
| | |||||
Shares to be issued for acquisitions (notes 7 and 16) |
| — |
| — |
| |
| — |
| — |
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RSUs converted for shares |
| |
| |
| ( |
| — |
| — |
| — | |||||
Interest paid with common shares |
| |
| |
| — |
| — |
| — |
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Shares issued upon conversion of convertible debt (note 13) |
| |
| |
| — |
| — |
| — |
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Convertible debenture, equity component (note 12) |
| — |
| — |
| |
| — |
| — |
| | |||||
Net loss for the year |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Transfer of historical unrealized gains on disposal of Bitcoin (note 6) |
| — |
| — |
| — |
| |
| ( |
| — | |||||
Other comprehensive income (note 6) | — |
| — |
| — |
| |
| — |
| | ||||||
Balance, September 30, 2025 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Page 3
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
STATEMENTS OF CASH FLOWS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, | | 2025 | | 2024 | ||
Cash and cash equivalents (used in) provided by: |
| |
| | ||
Operating activities |
| |
| | ||
Income (loss) for the year | $ | ( | $ | | ||
Adjustments for: |
| |
| | ||
Validation service income received in cryptocurrencies |
| ( |
| — | ||
Validator fees, paid in fiat |
| ( |
| — | ||
Staking revenue received in cryptocurrencies |
| ( |
| — | ||
Realized gain on dispositions of cryptocurrencies |
| ( |
| ( | ||
Realized (gain) loss on investments (note 9) |
| — |
| ( | ||
Unrealized (gain) loss on investments (note 9) |
| |
| ( | ||
Gain from dissolution of subsidiary after tax (note 19) |
| — |
| ( | ||
Realized loss (gain) on sale of assets |
| — |
| | ||
Share-based compensation (notes 14 and 18) |
| |
| | ||
Interest paid with common shares |
| |
| — | ||
Accretion |
| |
| — | ||
Amortization (notes 7 and 8) |
| |
| | ||
Impairment losses on intangible assets (note 7) |
| |
| — | ||
Foreign exchange loss (gain) |
| ( |
| ( | ||
Foreign exchange loss on convertible debt |
| |
| | ||
Expenses paid in cryptocurrencies (note 6) |
| |
| ( | ||
Income received in cryptocurrencies |
| ( |
| — | ||
Deferred tax expense (recovery) (note 22) |
| ( |
| | ||
Net change in non-cash working capital items: |
| |
| | ||
Receivables and prepaid expenses |
| ( |
| | ||
Income tax recoverable |
| ( |
| — | ||
Accounts payable and accrued liabilities |
| |
| | ||
Income tax payable (note 22) |
| ( |
| | ||
Cash used in operating activities |
| ( |
| ( | ||
Financing activities |
| |
| | ||
Proceeds from private placements for convertible debt |
| |
| — | ||
Proceeds from convertible debt from ATW |
| |
| — | ||
Proceeds from exercise of warrants |
| |
| — | ||
Proceeds from exercise of options |
| |
| | ||
Credit facility proceeds (net) |
| |
| — | ||
Purchase of shares for cancellation (note 10) |
| — |
| ( | ||
Cash used in financing activities |
| |
| ( | ||
Investing activities |
| |
| | ||
Purchase of intangible assets |
| ( |
| — | ||
Purchase of cryptocurrencies (note 6) |
| ( |
| ( | ||
Proceeds from sale of cryptocurrencies (note 6) |
| |
| | ||
Purchase of assets |
| ( |
| — | ||
Proceeds from sale of assets |
| — |
| | ||
Sale/redemption of investments (note 9) |
| |
| | ||
Cash provided by (used in) investing activities |
| ( |
| | ||
Change in cash and cash equivalents |
| ( |
| ( | ||
Cash and cash equivalents, beginning of the year |
| |
| | ||
Cash and cash equivalents, end of the year | $ | | $ | | ||
Supplemental cash flow information (Note 24).
Page 4
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 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” and the National Association of Securities Dealers Automated Quotations (“NASDAQ”) under the trading symbol “STKE”.
The Company is dedicated to investing in and providing infrastructure for the Solana blockchain ecosystem. During the year ended September 30, 2025, the Company pivoted its strategy to focus on the Solana blockchain ecosystem, leveraging its high-performance infrastructure and scalability. This shift included holding Solana tokens (“SOL”) as a core balance sheet asset, operating validators, and developing staking tools paired with compliance frameworks. The Company’s mission is to operate secure validators that leverage SOL’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 SOL’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 22). Additionally, during the year ended September 30, 2025, certain assets were held in cryptocurrency exchanges or with custodians that are limited in oversight by regulatory authorities.
Basis of Presentation
The financial statements have been prepared and presented on a going concern basis. The Company has sufficient cash and cash equivalents and other liquid assets, including cryptocurrencies, to supports its operations for the next twelve months from the date of the issuance of the financial statements. See also Subsequent Events (note 25).
2.SUMMARY OF MATERIAL ACCOUNTING POLICIES
Statement of Compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”).
The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the accounting policies. Those areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. The principal accounting policies applied in the preparation of these financial statements are set out below.
On December 29, 2025, the Board of Directors approved the financial statements for the years ended September 30, 2025 and 2024.
Principles of Consolidation
Consolidated financial statements include all entities over which a company has control. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date control is transferred to a company and are no longer consolidated on the date control ceases.
On February 26, 2024 (the “Dissolution Date”), the Netherland chamber of commerce deregistered the Company’s wholly owned subsidiary located in the Netherlands, Khan Resources B.V. (“KRBV”) from the business registry and dissolved the company. KRBV was a dormant company, it had no revenue except accrued interest on its intercompany loan to the Company. As a result, the financial results of the Company are not consolidated from the Dissolution Date onwards, for the years ended September 30, 2024 and 2025.
Page 5
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Basis of Measurement
The financial statements have been prepared using on the historical cost basis except for certain financial instruments and cryptocurrencies that are measured at fair value. In addition, the financial statements have been prepared using the measurement basis specified by IFRS for each type of asset, liability, revenue and expense and the accrual basis of accounting, except for cash flow disclosure.
Functional and Presentation Currency
The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency determinations were conducted through an analysis of the consideration factors identified in International Accounting Standard IAS 21. The functional currency of the parent company Sol Strategies is the Canadian dollar. The presentation currency for the Company is the Canadian dollar.
Foreign currency transactions are translated into the functional currency of the respective entity or division, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items denominated in foreign currency at period-end exchange rates are recognized in profit or loss. Non-monetary items that are not re-translated at period end is measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value, which are translated using the exchange rates as at the date when fair value was determined. Gains and losses are recorded in profit or loss.
The results and financial position of entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities for each statement of financial position presented are translated at the rate of exchange in effect as at the date of the statement of financial position; (ii) income and expense items are translated at the average rates of exchange in effect during the reporting period; and (iii) all resulting exchange differences are recognized in accumulated other comprehensive income (loss).
Cryptocurrencies
The Company’s cryptocurrencies are primarily traded in active markets and are purchased to hold as a store of value and for the long term, this is supported by the Company’s risk management strategies to reduce volatility, and lending, staking and liquidity provisioning to generate yield. As a result, the Company has determined that its holdings of cryptocurrencies should be accounted for under IAS 38, as the Company is expected to access future economic benefits of its cryptocurrencies through future sale, or by exchanging the cryptocurrency asset for goods or services. The Company has elected to use the revaluation model for its cryptocurrencies, which is to measure the assets at fair value with reference to the principal market on the date of revaluation less any subsequent amortization and impairment losses.
The net Increase in fair value over the initial cost of the cryptocurrencies is recorded in other comprehensive income (loss). The accumulated other comprehensive income is transferred directly to deficit upon de-recognition (i.e., sale or exchange for another cryptocurrency). IAS 38 does not allow the amounts in accumulated other comprehensive income (loss) to be transferred to profit or loss. However, if the cryptocurrency’s carrying amount is decreased as a result of a revaluation, the decrease shall be recognized in profit and loss. However, IAS 38 permits the decrease to be recognized in other comprehensive income (loss) to the extent of any credit balance in accumulated other comprehensive income in respect of that asset. The decrease recognized in other comprehensive income (loss) reduces the amount accumulated in equity under the heading of accumulated other comprehensive income. The Company has determined that its Bitcoin and SOL cryptocurrency holdings are traded in active markets and based on quoted prices at the end of each reporting period end as of 24:00 UTC.
Cash and Cash Equivalents
This category consists of cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash within ninety days of original purchase.
Page 6
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Financial Instruments
Initial recognition and measurement (financial assets and financial liabilities) - The Company initially recognizes financial assets and financial liabilities when it becomes party to the contractual provisions of the financial instrument. Initial measurement of the financial instrument is at fair value, plus for those financial assets and liabilities not classified at fair value through profit or loss (“FVTPL”), directly attributable transaction costs.
Financial assets – subsequent classification and measurement - Financial assets are classified in their entirety including any embedded derivatives. Two criteria are used to determine how financial assets should be classified and measured: (a) the Company’s business model for managing the financial assets; and (b) the contractual cash flow characteristics of the financial asset. The Company’s financial assets include cash and cash equivalents and investments.
Where the contractual cash flow characteristics of financial assets, taken on an instrument-by-instrument basis, give rise, on specified dates, to cash flows that are solely payments of principal and interest then a financial asset is classified as subsequently measured at amortized cost using the effective interest method. This is called the SPPI criterion. A financial asset that does not meet the SPPI criterion is always measured at FVTPL. Cash and cash equivalents are measured at amortized cost.
In addition, at initial recognition, the Company may make an irrevocable election to present in other comprehensive income (“OCI”), subsequent changes in the fair value of an investment in an equity instrument that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination. Such an equity instrument is classified as subsequently measured at fair value through other comprehensive income (“FVOCI”). Gains and losses recognized in OCI are not subsequently transferred to profit or loss, although the Company may determine to transfer the cumulative gain or loss within equity to accumulated deficit. Dividends are still recognized in profit or loss unless they clearly represent a recovery of part of the cost of the investment. Financial assets are classified as fair value through profit or loss when the financial asset is held for trading, or it is designated as fair value through profit or loss. A financial asset is classified as held for trading if: (i) it has been acquired principally for the purpose of selling in the near future; (ii) it is a part of an identified portfolio of financial instruments that the Company manages and has an actual pattern of short-term profit taking; or (iii) it is a derivative that is not designated and effective as a hedging instrument. Financial assets classified as fair value through profit or loss are stated at fair value with any gain or loss recognized in the statements of net loss and comprehensive loss. The net gain or loss recognized incorporates any dividend or interest earned on the financial asset. The Company has classified its investments at fair value through profit or loss. The Company classifies all investments in equity instruments and treasury management investments as FVTPL.
Reclassification - Financial assets are only reclassified between measurement categories, when and only when, the Company’s business model for managing those changes. This is a significant event and thus is expected to be uncommon. There were no reclassifications across its measurement categories for the years presented.
Impairment of financial assets - Financial assets are subject to an impairment test at each reporting date. It also includes any off-balance sheet loan commitments and financial guarantees. At each reporting date, the Company assesses whether there is objective evidence that a financial asset is impaired. If such evidence exists, the Company recognizes an impairment loss. For financial assets carried at amortized cost, the loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized. The Company’s only financial assets subject to impairment are due from related party and loans receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases, and the decrease can be objectively related to an event occurring after the initial impairment was recognized.
The expected lifetime loss of a financial asset at amortized cost, is estimated based on the expected credit loss (“ECL”). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive. The shortfall is then discounted at an approximation to the asset’s original effective interest rate.
Page 7
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Financial liabilities – Financial liabilities are subsequently measured at amortized cost using the effective interest method or FVTPL. Non-derivative financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include trade payable and accrued liabilities, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of loans and borrowings, net of directly attributable transaction costs.
After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost, in the statements of loss and comprehensive loss. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, credit facility, and the convertible debentures issued in the first and second private placements (Note 12).
Financial liabilities measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in the statement of loss and comprehensive loss. The Company classifies the convertible debentures issued for the ATW Loan at FVTPL (see note 12).
Derecognition – The Company will derecognize a financial asset when the rights to the cash flows from the financial asset have expired or where the Company has transferred substantially all risks and rewards associated with the financial asset and has relinquished control of the financial asset.
The Company will derecognize a financial liability only when extinguished — i.e., when the obligation specified in the contract is discharged, cancelled or it expires.
Provisions
A provision is recognized on the statement of financial position when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Income Tax
Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting year, and any adjustment to tax payable in respect of previous years. Deferred taxes are recorded for temporary differences existing at closing date between the tax base value of assets and liabilities and their carrying amount on the statements of financial position.
Deferred tax assets and liabilities are measured at the expected tax rates for the year during which the asset will be realized, or the liability settled, based on tax rates (and tax regulations) enacted or substantively enacted at year-end. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Page 8
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Deferred tax assets are recognized for all deductible temporary differences, carry forward of tax losses and unused tax credits, insofar as it is probable that a taxable profit will be available, or when a current tax liability exists, to make use of those deductible temporary differences, tax loss carry forwards and unused tax credits, except where the deferred tax asset associated with the deductible temporary difference is generated by initial recognition of an asset or liability in a transaction which is not a business combination, and which, at the transaction date, does not impact earnings, tax income or loss.
Income
Income is earned primarily from staking and validating SOL. The Company also earns interest income and dividend income.
Validating income
The Company operates validator nodes on the SOL blockchain and earns staking rewards in the form of SOL.
Validator Node income is earned as transactions are validated on a blockchain. The Company performs validation services for SOL owned by third parties and its own SOL delegated to the Company’s validators. The validation services contribute to the security and functionality of the SOL network. In exchange, the Company receives a commission based on a pre-agreed percentage of the rewards earned by those validations. The Company receives rewards for these services provided to the blockchain (“the service”) and recognizes these rewards as other income as they are received. The blockchain token rewards are only earned when the Company validates transactions that take place on the blockchain. When a transaction is validated by the Company’s node, rewards are deposited to the Company’s account.
The Company provides the service to the SOL Network (“the network”) and therefore the Company has determined there is no identifiable customer. In addition, because the network automatically distributes rewards; no party promises to pay consideration and no party is obligated to deliver a service. Therefore, there is no identifiable contract. The validator node rewards do not arise from contracts with customers and therefore are considered outside the scope of IFRS 15.
Other income is recognized based on the reward received in the form of digital assets. This is considered a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the reward received is determined using the quoted price of the digital asset at the time of receipt.
Staking income
For SOL held by the Company and delegated to the validator nodes it owns and operates, the Company is entitled to the full amount of staking rewards earned, at the same rate as any third-party SOL delegated to its Validators. Because both the delegated SOL and the validator infrastructure are under the Company’s control, these rewards do not arise from contracts with customers and are therefore outside the scope of IFRS 15. Staking rewards on self-delegated SOL are recognized as 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 SOL protocol at the end of each Epoch, each of which lasts approximately two to three days.
The Company applies the revaluation model to cryptocurrencies classified as intangible assets. Management has concluded that an active market exists for these assets, based on the availability of quoted prices in accessible, liquid markets with sufficient trading volume. The determination of whether an active market exists represents a critical accounting judgment and is reassessed at each reporting date.
Dividend income
Dividends are received from financial assets measured at fair value through profit or loss (FVTPL). Dividends are recognized when the right to receive payment is established
Page 9
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Share-based Compensation
The Company has a share option plan. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured using the Black-Scholes option pricing model. Compensation expense is recognized as a charge to profit or loss over the tranche’s vesting period by increasing reserves based on the number of awards expected to vest. Any consideration paid on exercise of share options is credited to capital stock. The reserves resulting from share-based payment is transferred to capital stock when the options are exercised.
For equity settled transactions with non-employees, the Company measures goods or services received at their fair value, unless that fair value cannot be estimated reliably, in which case, the Company measures their value by reference to the fair value of the equity instruments granted.
Capital Stock
Capital stock is classified as equity. Incremental costs directly relating to the issuance of new common shares are shown as a deduction net of tax from the proceeds.
Unit Offerings
The Company accounts for unit offering financing using the relative fair value method. Under this method, the fair values of the shares and share purchase warrants are determined separately and prorated to the actual proceeds received. The fair value of shares is determined using the share price at the issue date. The fair value of share purchase warrants is measured using the Black-Scholes valuation model at the issue date.
Earnings (Loss) per Share
Basic earnings (loss) per share amounts are calculated by dividing net income (loss) for the year by the basic weighted average number of common shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net income (loss) by the weighted average number of shares outstanding during the period plus the weighted average number of diluted shares that would be issued on the conversion of all the dilutive potential ordinary shares into common shares. Refer to Note 13(c) for calculations of basic and diluted earnings per share.
Intangible Assets - Validating Equipment
The Company’s intangible assets acquired are measured at cost of acquisition on initial recognition which includes the purchase price and related acquisition costs. Subsequent to initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortized over their useful economic life and assessed for impairment whenever there is an indication that the fixed or intangible asset may be impaired. The amortization period and the amortization method for the intangible assets with a finite useful life are reviewed at least once at each fiscal year-end. The validating equipment acquired by the Company from a third party (note 7) are amortized on a straight-line basis over
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.
Page 10
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Where an option contract expires unexercised, the related derivative liability is derecognized and the premium previously received is recognized as income in profit or loss. The cash proceeds from expired option contracts remain within cash and cash equivalents. Option contracts that remain outstanding at the reporting date continue to be presented as derivative liabilities measured at fair value, with the related cash premium received included in cash and cash equivalents on the balance sheet.
Future Share Issuances
The Company enters into arrangements to acquire certain assets for which the consideration includes the future issuance of equity instruments. When the goods or services received do not constitute a business as defined in IFRS 3 Business Combinations, the transaction is accounted for as a share-based payment in accordance with IFRS 2 Share-based Payment. The fair value of the equity instruments to be issued is measured at the grant date and recognized as the cost of the acquired assets, with a corresponding increase in equity. Where the fair value of the equity instruments cannot be reliably measured, the transaction is measured by reference to the fair value of the assets acquired. During the year ended September 30, 2025, the Company entered into several asset acquisition transactions involving future share issuances (Refer to Notes 7 and 16).
New Accounting Standards
Accounting standards issued but not yet applied
On April 9, 2024, the IASB issued a new standard on presentation and disclosure in financial statements. The key new concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures), and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after 1 January 2027 and also applies to comparative information. The Company is currently assessing the impact of this standard on it financial statements.
3.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in compliance with IFRS requires the Company’s management to make certain estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the of the financial statement, and the reported amounts of revenues and expenses during the period. These estimates are periodically reviewed, and any necessary adjustments are reported in the period in which they become known. Actual results could differ from these estimates due to risks and uncertainties. Significant estimates and assumptions include provisions for future tax, share-based compensation, fair value of the Level 2 and Level 3 investments, and the fair value of treasury management investments. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. To the extent that there are material differences between these estimates and actual results, the Company’s financial statements will be affected. The Company based its estimates on historical experience, future cash flows, discount rates, comparable market analysis, and on various other assumptions that are believed to be reasonable; the result of which forms the basis for making judgments about the carrying values of assets and liabilities, as well as reported amounts during the reported periods.
Critical Judgements
Accounting for cryptocurrencies - The Company accounts for its cryptocurrencies as Intangible assets which are recorded at fair value using the revaluation model under IAS 38 with changes in fair value recorded in other comprehensive income. There was significant judgment applied by the Company in making this assessment as accounting for cryptocurrencies depends on the nature of the asset, the use of the asset including the expected timeline or use, and how the asset is held. This judgement included consideration of the operations, strategy, and intent of management. The Company classifies its cryptocurrency holdings as noncurrent and as an intangible asset, based on the Company’s overall strategy to hold a portfolio of asset tokens from an approved product list in order to buy/sell to risk-manage long positions. The Company also assessed the industry and what would appropriately reflect the operations of the Company. With the guidance under IFRS, there was significant judgment by management in determining the accounting for cryptocurrencies as well as the classification. As the Company’s operations mature together with the industry, the accounting and classification of cryptocurrencies continue to be sources of critical judgment and estimation.
Page 11
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
There is currently also no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the validating, staking and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income.
Valuation techniques of certain investments (Level 2 and Level 3) - The fair value of investments is measured using an income or market approach (note 20). The determination of the fair value requires significant judgement by the Company and include the use of the milestone method analysis and other valuation techniques.
Useful economic life of intangible assets - The determination of the useful economic life of intangible assets requires significant management judgement. In assessing the appropriate amortization period, management considers a range of factors including the nature and expected use of the asset, technological obsolescence, competitive environment, and historical experience with similar assets. Where the intangible asset is associated with rapidly evolving technology or markets, the estimated useful life may be shorter due to an increased risk of obsolescence.
These estimates are reviewed at each reporting date. Any changes in expected future economic benefits, legal or regulatory frameworks, or market conditions may result in a revision to the useful life and are accounted for prospectively as a change in accounting estimate.
Asset acquisitions - The Company assesses whether an acquisition is an asset acquisition or a business combination. The Company accounts for an acquisition as a business combination if the assets acquired and liabilities assumed constitute a business and the Company obtains control of the business. When the cost of a business combination exceeds the fair value of the identifiable assets acquired or liabilities assumed, such excess is recognized as goodwill. Transaction related costs are expensed as incurred. If an acquisition does not meet the definition of a business combination, the Company accounts for the acquisition as an asset acquisition. All acquisitions (note 7) have been recognized as asset acquisitions.
Significant Estimates
Valuation of Level 2 and Level 3 investments – The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see note 20.
Impairment of intangible assets - Determining whether intangible assets are impaired requires an estimation of the recoverable amount of the asset. Such recoverable amount corresponds, for the purpose of impairment assessment, to the higher of the value in use or the fair value less costs of disposal of the asset. The value in use calculation requires management to estimate future cash flows expected to arise from the asset and a suitable discount rate in order to calculate present value.
For the value in use approach, the values assigned to key assumptions reflect past experience and external sources of information that are deemed accurate and reliable.
Page 12
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
4.CASH AND CASH EQUIVALENTS
The balance consists of funds in cash and banks immediately available for use in the Company’s operations. There were
| September 30, 2025 | | September 30, 2024 | |||
Cash in banks | $ | | $ | | ||
$ | | $ | | |||
5.PREPAID EXPENSES AND ACCOUNTS RECEIVABLE
The balances are comprised as follows:
| September 30, 2025 | | September 30, 2024 | |||
Accounts receivable | $ | | $ | | ||
Prepaid expenses |
| |
| — | ||
$ | | $ | | |||
6.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 | ||||
SOL |
| | $ | | $ | | $ | | |||
JTO |
| |
| |
| |
| | |||
Balance at September 30, 2025 | $ | | $ | | $ | | |||||
| Quantity | | Cost (USD) (a) | | Cost (CAD) (a) | | Market Value | ||||
Bitcoin |
| | $ | | $ | | $ | | |||
SOL |
| |
| |
| |
| | |||
Balance at September 30, 2024 |
| $ | | $ | | $ | | ||||
| (a) | The cost is determined as the historical weighted average cost of the cryptocurrencies acquisitions and disposals. |
Page 13
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
The activity of the Company’s cryptocurrencies, excluding digital assets posted as collateral with third parties, for the year ended September 30, 2025 and the year ended September 30, 2024 is as follows:
Balance at September 30, 2023 | | $ | |
Cash purchases |
| | |
Cash sales |
| ( | |
Gain on sales |
| | |
Staking income |
| | |
Investment income received in cryptocurrencies |
| | |
Cryptocurrencies posted as collateral |
| ( | |
Crptocurrency collateral returned |
| | |
Foreign exchange gain |
| | |
Change in fair value |
| | |
Balance at September 30, 2024 | $ | | |
Cash purchases |
| | |
Cash sales |
| ( | |
Purchases made with cryptocurrencies |
| | |
Sales made with cryptocurrencies |
| ( | |
Gain on cash sales |
| | |
Gain on cryptocurrency traded for cryptocurrency |
| | |
Staking and validating income before cost of sales paid in fiat |
| | |
Expenses paid in cryptocurrencies |
| ( | |
Investment income received in cryptocurrencies |
| | |
Other income |
| | |
Cryptocurrencies posted as collateral |
| ( | |
Cryptocurrency collateral returned |
| | |
Foreign exchange gain |
| | |
Change in fair value |
| | |
Balance at September 30, 2025 | $ | |
During the year ended September 30, 2025 the Company resumed its treasury management investment strategy to generate income on its cryptocurrency assets, previously executed intermittently during the years ended September 30, 2024 and 2023. During the years ended September 30, 2025 and 2024, the treasury management investment strategy involves selling covered European call options (each, an “Option”) on OTC markets. The Company recognizes premium income upon the sale of an Option. In the event the Option expires in-the-money, the Company’s underlying Bitcoin used as collateral to sell the Option are sold at the strike price of the Option.
The activity of the Company’s cryptocurrencies posted as collateral during the years ended September 30, 2025 and 2024, is as follows:
Balance at September 30, 2023 | | $ | — |
Cryptocurrencies posted as collateral |
| | |
Cryptocurrency collateral returned |
| ( | |
Investment income received in cryptocurrencies |
| | |
Cash sales |
| ( | |
Gain on sales |
| | |
Balance at September 30, 2024 | $ | — | |
Cryptocurrencies posted as collateral |
| | |
Cryptocurrency collateral returned |
| ( | |
Gain on sales |
| | |
Balance at September 30, 2025 | $ | — |
Page 14
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
7.INTANGIBLE ASSETS
Cost, Intangible Assets | | Total | |
Balance September 30, 2024 and 2023 | $ | — | |
Additions | | ||
Balance September 30, 2025 |
| | |
Accumulated Amortization and Impairment | | |
Balance September 30, 2024 and 2023 |
| — |
Amortization (1) |
| ( |
Impairment losses |
| ( |
Balance September 30, 2025 |
| ( |
Net book value | | | |
Balance September 30, 2024 and 2023 |
| — | |
Balance September 30, 2025 | $ | |
| (1) | The intangible assets are amortized on a straight-line basis over five ( |
During the year ended September 30, 2025, the Company acquired certain intangible assets operating as Cogent Crypto (“Cogent”), OrangeFin Ventures LLC (“OrangeFin”) and Laine, resulting in an increase in the amount of Solana being validated by the Company.
The Company acquired
The Company acquired
The Company acquired
Page 15
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
The purchase price and net assets of the Cogent Asset acquisition are as follows:
| As of | ||
November 24, 2024 | |||
Purchase price | |||
Cash consideration(1) | $ | | |
Value of |
| | |
Value of |
| | |
Transaction costs |
| | |
$ | | ||
Net assets acquired |
| | |
Intangible assets |
| | |
$ | | ||
| (1) | USD$ |
| (2) |
| (3) |
The purchase price and net assets of the OrangeFin Asset acquisition are as follows:
| As of | ||
December 31, 2024 | |||
Purchase price |
| | |
Cash consideration(1) | $ | | |
Value of |
| | |
Value of future share consideration(3) |
| | |
Transaction costs |
| | |
$ | | ||
Net assets acquired |
| | |
Intangible assets |
| | |
$ | | ||
| (1) | USD$ |
| (2) |
| (3) | Present value of USD$ |
Page 16
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
The purchase price and net assets of the Laine Asset acquisition are as follows:
| As of | ||
March 31, 2025 | |||
Purchase price | |||
Cash consideration(1) | $ | | |
Value of |
| | |
Value of |
| | |
Value of |
| | |
Transaction costs |
| | |
$ | | ||
Net assets acquired |
| | |
Intangible assets |
| | |
$ | | ||
| (1) | $ |
| (2) |
| (3) |
| (4) |
See also note 16.
Impairment of Intangible Assets (Validator Nodes)
In accordance with IAS 36 Impairment of Assets, the Company assesses at each reporting date whether there is any indication that an intangible asset may be impaired. During the year ended September 30, 2025, indicators of impairment were identified for the validator nodes (“the assets”). These indicators included:
| - | Declines in the underlying delegated Solana; |
| - | Increased network competition leading to downward pressure of commission rates; and |
| - | Uncertainty regarding long-term validator economics |
As a result, the Company performed an impairment test for the affected intangible assets.
Recoverable amount and valuation methodology
The recoverable amount of the assets was determined as the value in use, calculated using discounted future cash flows from expected validator rewards and transaction fees, less attributable operating and staking costs. Management used a weighted model approach using three separate models weighted by likelihood in order to determine a value in use that is deemed most likely by management. Key assumptions used in the value-in-use calculations included:
| - | Level of cashflows expected to be received from the validator nodes; |
| - | Level of SOL expected to be delegated to the validator nodes; |
| - | Price of Solana during the forecasted period; and |
| - | Likelihood weighting for each model |
Management believes that these assumptions reflect the best estimates of economic conditions and protocol-related developments at the reporting date.
Page 17
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Impairment loss recognized
As a result of the impairment testing, an impairment loss of $
Following the impairment, the carrying amount of the validator node intangible assets was reduced to their recoverable amount of $
Sensitivity analysis
Management has performed a sensitivity analysis on key assumptions. A change in the key assumptions listed below would result in further impairment of the CGUs:
| ● | A decrease of |
| ● | A decrease of |
| ● | A decrease of |
| ● | An increase of |
Management considers these assumptions to be reasonably possible changes.
Remaining useful life
No change has been made to the estimated useful lives of validator node intangible assets during the year. The useful lives of these assets remain at
8.FIXED ASSETS
The fixed asset continuity schedule for the year ended September 30, 2025 is as follows:
Cost, Computer Hardware | | Total | |
Balance September 30, 2024 | $ | | |
Additions |
| | |
Balance, September 30, 2025 |
| | |
Accumulated Amortization | | |
Balance September 30, 2024 |
| |
Amortization for the year |
| |
Balance, September 30, 2025 |
| |
Net book value | | | |
Balance September 30, 2024 |
| — | |
Balance, September 30, 2025 | $ | |
Page 18
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
9.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:
| | September 30 | | | September 30, | |||||
Quantity | 2025 | Quantity | 2024 | |||||||
Chia Network Inc. (a) |
| | $ | |
| | $ | | ||
NGRAVE NV (b) |
| |
| |
| |
| | ||
Animoca Brands Corporation Limited (c) |
| — |
| — |
| |
| | ||
Lucy Labs Flagship Offshore Fund SPC (d) |
| — |
| — |
| |
| | ||
$ | | $ | | |||||||
| (a) | During the year ended September 30, 2021, pursuant to the Company’s Simple Agreement for Future Equity (“SAFE”) investment in Chia Network Inc. (“Chia”), the Company received |
| (b) | During the year ended September 30, 2022, the Company’s convertible loan to NGRAVE NV (“NGRAVE”) was converted into common shares of NGRAVE pursuant to its convertible loan agreement which resulted in the Company receiving |
| (c) | During the year ended September 30, 2023, the Company acquired |
| (d) | During the year ended September 30, 2022, the Company invested $ |
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 $
During the year ended September 30, 2024 the Company received
Page 19
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
During the year ended September 30, 2022, the Company invested USD$
The activity of investments for the year ended September 30, 2025 and 2024 is as follows:
| Amount | ||
Balance, September 30, 2023 | $ | | |
Proceeds from sales (net) |
| ( | |
Realized gain on sale of investments |
| | |
Net unrealized gain on investments |
| | |
Balance, September 30, 2024 | $ | | |
Proceeds from sales (net) |
| ( | |
Realized gain on sale of investments |
| ( | |
Balance, September 30, 2025 | $ | | |
Treasury Management Investments
During the year ended September 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 year ended September 30, 2025, the Company wrote call and put options for which it received net premiums of $
10.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The balances are comprised as follows:
| September 30, | | September 30, | |||
2025 | 2024 | |||||
Trade accounts payable | $ | | $ | | ||
Accrued liabilities |
| |
| | ||
Accrued interest (1) |
| |
| — | ||
$ | | $ | | |||
| (1) | Includes $ |
11.CREDIT FACILITY
During the year ended September 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 $
Page 20
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
The continuity of the Credit Facility from September 30, 2024 to September 30, 2025, is as follows:
| Advances | ||
Balance, September 30, 2024 | $ | — | |
Advances to Company |
| | |
Repayments during the year |
| ( | |
Balance, September 30, 2025 | $ | | |
As of September 30, 2025, interest expense of $
12.CONVERTIBLE DEBENTURES
During the year ended September 30, 2025, the Company raised $
First Private Placement and Second Private Placement
On January 16, 2025, the Company closed a private placement financing of $
On January 24, 2025, the Company closed a private placement financing of $
Page 21
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 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 | $ | | $ | | $ | | |||
Interest rate |
| | % |
| | % |
| — | |
Interest payments |
| Semi-annual |
| Semi-annual |
| — | |||
Market rate, unsecured debt(1) |
| | % |
| | % |
| — | |
Conversion price of debenture | $ | | $ | |
| — | |||
Warrants |
| |
| |
| | |||
Warrant price | $ | | $ | |
| — | |||
Underlying price, commn shares | $ | | $ | |
| — | |||
Risk free rate(2) |
| | % |
| | % |
| — | |
Volatility |
| | % |
| | % |
| — | |
Allocation at closing | |||||||||
Liability component |
| |
| |
| | |||
Deferred tax liability |
| |
| |
| | |||
Equity component, warrants(3),(4) |
| |
| |
| | |||
Equity component, conversion feature(4) |
|
|
| ||||||
$ | | $ | | $ | | ||||
| 1) | Source Federal Reserve Economic Data, ICE BofA CCC & Lower US High Yield Index Effective Yield. |
| 2) | Sources: Bank of Canada 5-year benchmark rate. |
| 3) | Valued using the Black-Scholes option pricing model. |
| 4) | Pursuant to IFRS Standard IAS 32, where an instrument contains a liability and equity component, the liability component should be determined first, and the residual amount is equity. The Company allocated the residual equity component to the warrants, and no additional amount was allocated to the conversion option. |
During the year ended September 30, 2025, interest expense of $
ATW Financing
On April 23, 2025, the Company entered into an agreement with ATW Partners (the “Investor”) to establish a convertible note facility (the “Facility”) of up to USD $
| Amount | | Average Exchange | | Amount | |||
ATW Notes | US$ | Rate | CAD$ | |||||
Initial Tranche, May 1, 2025 |
| |
| |
| | ||
Conversions into common shares |
| ( |
| |
| ( | ||
Adjusted amount |
| |
| — |
| | ||
Revaluation |
| — |
| — |
| | ||
Balance, September 30, 2025 | $ | |
| | $ | | ||
Page 22
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Fair Value Option Election and Measurement
Management elected to designate the USD$
The rationale for electing FVO includes:
| ● | Elimination of accounting mismatches arising from currency volatility (as the Company reports in CAD). |
| ● | Avoidance of bifurcation between the debt host and embedded derivative components. |
| ● | Alignment with the Company’s risk management strategies and fair value-based performance monitoring. |
At September 30, 2025, the Company recorded a $
Transaction costs of $
Fair Value Determination
Fair value of the Notes is assessed at each reporting date using observable market inputs, including exchange rates and share price movements. Changes in fair value of the Notes are recognized through profit or loss.
SOL Delegation and Staking Interest
Under the terms of the Facility, while any Notes remain outstanding, the Company is contractually obligated to delegate all Note Purchased SOL to a validator majority owned and controlled by the Company. The Notes accrue staking interest (“Staking Interest”) when the Company is entitled to receive staking rewards on the delegated Note Purchased SOL. The Company must calculate and pay any accrued staking interest amounts (“Staking Interest Amounts”) in SOL within business days following each calendar month-end to ATW’s wallet address. ATW’s entitlement to staking rewards is tiered and based on the combined outstanding principal of this Note and other notes under the Facility (the “Outstanding Principal):
| (i) |
| (ii) |
| (iii) |
| (iv) |
During the year ended September 30, 2025, interest expense of $
Conversions
During the year ended September 30, 2025, the Company issued
Page 23
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Liability Component of Convertible Debentures
The summary of the liability component of the convertible debentures is as follows:
| First Private | | Second Private | | | |||||||
Convertible debentures | Placement | Placement | ATW | Total | ||||||||
Balance, September 30, 2024 |
| — |
| — |
| — |
| — | ||||
Liability component |
| |
| |
| |
| | ||||
Accretion |
| |
| |
| — |
| | ||||
Conversions |
| — |
| — |
| ( |
| ( | ||||
Revaluation |
| — |
| — |
| |
| | ||||
Balance, September 30, 2025 | $ | | $ | | $ | | $ | | ||||
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 |
| | $ | | |
Purchase of shares for cancellation |
| ( |
| ( | |
Exercise of options |
| |
| | |
Balance at September 30, 2024 |
| | $ | | |
Shares issued for acquisitions |
| |
| | |
Conversions of Notes into common shares |
| |
| | |
Exercise of options |
| |
| | |
Exercise of warrants |
| |
| | |
Exercise of RSUs |
| |
| | |
Interest paid with common shares |
| |
| | |
Balance at September 30, 2025 |
| | $ | | |
Pursuant to the terms of a normal course issuer bid, during the year ended September 30, 2025, the Company purchased and cancelled
Page 24
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 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:
Year ended September 30, | | 2025 | | 2024 | ||
Net income for the period | $ | ( | $ | | ||
Weighted average number of shares outstanding |
| |
| | ||
Earnings per share, basic | $ | ( | $ | | ||
Weighted average number of shares outstanding |
| |
| | ||
Share based compensation dilution |
| — |
| | ||
Weighted average number of shares outstanding, diluted |
| |
| | ||
Earnings per share, diluted | $ | ( | $ | | ||
14.SHARE BASED COMPENSATION
The Company has a stock option plan (the “Plan”) in place under which it is authorized to grant options to acquire shares of the Company to directors, officers, consultants, and other key employees of the Company. The number of common shares subject to options granted under the Plan is limited to
The Company’s option activity for the year ended September 30, 2025, and the year ended September 30, 2024, is as follows:
On August 28, 2025, the Company issued
On July 24, 2025, the Company issued
On July 23, 2025, the Company issued
Page 25
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
On June 3, 2025, the Company issued
On April 24, 2025, the Company issued
On March 17, 2025, the Company issued
On March 17, 2025, the Company issued
On February 28, 2025, the Company issued
On January 30, 2025, the Company issued
On November 27, 2024, the Company issued
Page 26
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
On October 29, 2024, the Company issued
On September 11, 2024, the Company issued
On August 7, 2024, the Company issued
On July 8, 2024, the Company issued
On July 3, 2024, the Company cancelled
On July 3, 2024, the Company issued
During the year ended September 30, 2024,
As a result of the forgoing, during the year ended September 30, 2025, $
Page 27
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
The continuity of outstanding stock options at September 30, 2025 and 2024 is as follows:
| | Weighted average | | | Weighted average | |||||
2025 | exercise price | 2024 | exercise price | |||||||
Beginning balance |
| | $ | |
| | $ | | ||
Granted |
| | $ | |
| | $ | | ||
Exercised |
| ( | $ | |
| ( | $ | | ||
Cancelled |
| — |
| — |
| ( | $ | | ||
Expired |
| — |
| — |
| ( | $ | | ||
Ending balance - outstanding |
| | $ | |
| | $ | | ||
The detail of outstanding options at September 30, 2025 and 2024 is as follows:
| September 30, | | | Exercise | | September 30, | | | Exercise | |||||
Expiry Date | 2025 | Exercisable | Price | 2024 | Exercisable | Price | ||||||||
August 28, 2025 |
| — |
| — |
| — |
| |
| | $ | | ||
November 21, 2027 |
| |
| | $ | |
| |
| | $ | | ||
July 4, 2029 |
| — |
| — |
| — |
| |
| | $ | | ||
July 8, 2029 |
| — |
| — |
| — |
| |
| | $ | | ||
August 7, 2029 |
| |
| | $ | |
| |
| | $ | | ||
September 11, 2029 |
| — |
| — |
| — |
| |
| | $ | | ||
October 29, 2029 |
| |
| | $ | |
| — |
| — |
| — | ||
November 27, 2029 |
| |
| | $ | |
| — |
| — |
| — | ||
January 30, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
February 28, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
March 17, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
March 17, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
April 24, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
April 24, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
June 3, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
July 24, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
July 25, 2030 |
| |
| | $ | |
| — |
| — |
| — | ||
August 28, 2030 |
| |
| — | $ | |
| — |
| — |
| — | ||
Ending balance - outstanding |
| |
| | $ | |
| |
| | $ | | ||
At September 30, 2025,
Restricted Share Units
During the year ended September 30, 2025, the Company granted
Page 28
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
15.WARRANTS
The continuity of outstanding warrants for the year ended September 30, 2025, and 2024, is as follows:
| September 30, | | Weighted average | | September 30, | | Weighted average | |||
2025 | exercise price | 2024 | exercise price | |||||||
Beginning balance |
| — |
| — |
| | $ | | ||
Issued |
| | $ | |
| — |
| — | ||
Exercised |
| ( | $ | |
| ( | $ | | ||
Ending balance |
| | $ | |
| — |
| — | ||
As at September 30, 2025 there were
| September 30, | | Exercise | | September 30, | | Exercise | ||
Expiry Date | 2025 | Price | 2024 | Price | |||||
March 17, 2028 |
| | $ | |
| — |
| — | |
January 16, 2030 |
| | $ | |
| — |
| — | |
January 21, 2030 |
| | $ | |
| — |
| — | |
| | $ | |
| — |
| — | ||
16. | FUTURE SHARE ISSUANCE |
Cogent Asset Acquisition
During the year ended September 30, 2025, the Company acquired the Cogent Assets for consideration of USD$
The future share issuances may be subject to adjustment. In the event the SOL staked to the Cogent Assets on a share issuance date has decreased more than
OrangeFin Asset Acquisition
During the year ended September 30, 2025, the Company acquired the OrangeFin Assets for consideration of USD$
Page 29
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Laine Asset Acquisition
During the year ended September 30, 2025, the Company acquired the Laine Assets for consideration paid at closing of $
17.STAKING AND VALIDATING INCOME
During the year ended September 30, 2024, the Company initiated SOL staking and validating operations which were enhanced by the acquisitions of the Cogent Assets, OrangeFin and Laine assets during the year ended September 30, 2025 (see note 5).
The staking and validating results for the year ended September 30, 2025 and 2024 are as follows:
Year ending September 30, | | 2025 | | 2024 | ||||||
| Expressed |
| Expressed in |
| Expressed |
| Expressed in | |||
| in Solana |
| Canadian Dollars |
| in Solana |
| Canadian Dollars | |||
Validator operations |
| |
| |
| |
| | ||
Validator rewards, paid in Solana |
| | $ | |
| — | $ | — | ||
Validator rewards received in other cryptocurrencies(1) |
| — |
| |
| — |
| — | ||
Validator income, paid in fiat |
| — |
| — |
| — |
| — | ||
Validator fees, paid in Solana |
| ( |
| ( |
| — |
| — | ||
Validator fees, paid in fiat |
| — |
| ( |
| — |
| ( | ||
| |
| |
| — |
| ( | |||
Staking rewards (Solana) |
| |
| |
| |
| | ||
Total staking and validating income |
| | $ | |
| | $ | | ||
| (1) |
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 year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the Company paid $
Page 30
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the paid $
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, the Company paid $
During the year ended September 30, 2025, $
Key Management Compensation
Key management includes the related parties noted above. The compensation paid to key management is shown below:
Years ending September 30, | | 2025 | | 2024 | ||
Salaries and management consulting fees | $ | | $ | | ||
Director fees |
| |
| | ||
Stock-based compensation |
| |
| | ||
$ | | $ | | |||
At September 30, 2025, included in accounts payable and accrued liabilities is $
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 KRBV for an amount payable of
Page 31
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
20.FAIR VALUE
The fair value of the Company’s cash and cash equivalents, accounts payable and accrued liabilities are not materially different from the carrying values given the short-term nature.
Recurring fair value measurements (financial and non-financial assets)
(i) Fair value hierarchy
The Company records certain financial instruments or assets on a recurring fair value basis as follows:
Recurring fair value measurements - September 30, 2025 | | Level 1 | | Level 2 | | Level 3 | |||
Financial assets and liabilities at fair value through FVTPL |
| |
| |
| | |||
Equity investment | $ | — | $ | — | $ | | |||
Financial liabilities at fair value through FVTPL |
| |
| |
| | |||
Convertible debentures |
| — |
| — |
| | |||
Non financial assets at fair value through other comprehensive income |
| |
| |
| | |||
Cryptocurrencies |
| — |
| |
| — | |||
$ | — | $ | | $ | | ||||
Recurring fair value measurements - September 30, 2024 | | Level 1 | | Level 2 | | Level 3 | |||
Financial assets at fair value through FVTPL |
| |
| |
| | |||
Equity investment | $ | — | $ | | $ | | |||
Non financial assets at fair value through other comprehensive income |
| |
| |
| | |||
Cryptocurrencies |
| — |
| |
| — | |||
$ | — | $ | | $ | | ||||
The Company defines its fair value hierarchy as follows:
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (e.g., other public markets) is determined using valuation techniques that maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
The Company exercised significant due diligence and judgement and determined that this presence and availability of this market was the most advantageous market and utilized the pricing available in the market as an estimate of the fair value of the investment. In addition, The Company’s cryptocurrencies, convertible loan, and assets held as collateral are classified as Level 2 determined by taking the price from www.coinlore.com as of 24:00 UTC.
Management has concluded that an active market exists for SOL and other crypto assets to which the revaluation model has been applied. This conclusion is based on the availability of quoted prices in accessible markets with sufficient trading volume and liquidity. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and disclose any changes prospectively.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
Page 32
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 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) | Discounted cash flow model |
(iii) Transfers between levels 2 and 3
There were
(iv) Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in the level 3 fair value measurements (see above for valuation techniques adopted):
| Unobservable | | ||||||||
Description | Fair Value | Inputs | Range of Inputs | |||||||
| September 30, |
| September 30, |
| September 30, |
| September 30, | |||
| 2025 | | 2024 |
| 2025 |
| 2025 | |||
Investments | $ | | $ | |
| (a) and (b) |
| N/A | ||
Convertible debentures | $ | |
| — |
| (c) |
| N/A | ||
(v) Valuation processes
The Investment Committee includes a team that performs the valuations of all items required for financial reporting purposes, including level 3 fair values. This team collaborates with the chief financial officer (“CFO”) at least once every three months which is in-line with the Company’s reporting requirements. The main Level 3 inputs derived and evaluated by the Company’s team are the timeline for expected milestones and assessment of the technical matter relating to the technology.
The independent valuators utilized a variety of approaches and assumptions, including but not limited to:
| - | Income, comparable market multiples, precedent transactions, and cost approach |
| - | Forecast revenue, expenses, and profitability |
| - | Income tax |
| - | Capex |
| - | Discount rates |
| - | Residual value |
| - | Volatility of underlying asset |
| - | Risk free rate of interest |
| - | Value of strategic coin reserves, if any |
| - | Weighting of various valuation approaches |
| - | Timing of liquidity date, if any |
Page 33
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
(vi) Active Market Considerations
In applying the revaluation model to its digital assets, management has determined that an active market exists for (“SOL”) and other crypto assets measured at fair value. An active market is one in which quoted prices are readily and regularly available from an exchange, dealer, broker, or pricing service, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Management considers trading volumes, liquidity, and the availability of reliable pricing data in reaching its conclusion. The Company will continue to evaluate whether active markets exist for these assets at each reporting date and will disclose any changes prospectively.
The Company performed a sensitivity analysis on the carrying value of its Level 3 assets at September 30, 2025 and noted that a
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 year ended September 30, 2025.
Safeguarding of Cryptocurrency Assets
The Company retains
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 SOL 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.
Page 34
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
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.
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.
Page 35
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
As at September 30, 2025, the Company holds $
There is no significant credit risk with respect of receivables.
Interest Rate Risk
The Company is exposed to interest rate risk on its outstanding debt; however, all borrowings as at September 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 SOL; in addition, the Company may not be able to liquidate its cryptocurrencies at its desired price if necessary. Investing in cryptocurrencies is speculative, prices are volatile, and market movements are difficult to predict. Supply and demand for such currencies change rapidly and are affected by a variety of factors, including regulation and general economic trends.
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.
Page 36
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
Furthermore, crypto-exchanges engage in commingling their client’s assets in exchange wallets. When crypto-assets are commingled transactions are not recorded on the applicable blockchain ledger but are only recorded by the exchange. Therefore, there is a risk around the occurrence of transactions or existence of period end balances represented by exchanges.
Loss of access risk
The loss of access to the private keys associated with the Company’s cryptocurrency holdings may be irreversible and could adversely affect an investment. Cryptocurrencies are controllable only by an individual that posses both the unique public key and private key or keys relating to the “digital wallet” in which the cryptocurrency is held. To the extent a private key is lost, destroyed, or otherwise compromised and no backup is accessible the Company may be unable to access the cryptocurrency.
Irrevocability of transactions
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft generally will not be reversible, and the Company may not be capable of seeking compensation.
Hard fork and air drop risks
Hard forks may occur for a variety of reasons including, but not limited to, disputes over proposed changes to the protocol, significant security breach, or an unanticipated software flaw in the multiple versions of otherwise compatible software. In the event of a hard fork in a cryptocurrency held by the Company, it is expected that the Company would hold an equivalent amount of the old and new cryptocurrency following the hard fork.
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 September 30, 2025, management’s estimate of the effect on equity to a +/-
Foreign Currency Risk
The Company is exposed to foreign currency risk on financial assets and liabilities that are denominated in a currency other than the Canadian dollar. The currencies giving rise to this risk are primarily the U.S. dollar, Australian dollar, and the Euro, the balance of net monetary assets and liabilities in such currencies as of September 30, 2025, is $
Page 37
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
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 September 30, 2025, the Company had cash and cash equivalents balance of $
Active Market Risk
The Company’s application of the revaluation model assumes the continued existence of an active market for SOL and other crypto assets (see Note 20 – Fair Value). A loss of such active markets could materially affect the Company’s ability to reliably measure fair value.
Concentration Risk
The Company is exposed to concentration risk as the majority of its assets are held in SOL and related validator operations. The value of these assets is highly dependent on the performance, stability, and adoption of the SOL network, as well as broader cryptocurrency market and economic conditions. Any adverse developments, including regulatory changes, security incidents, or network disruptions, could materially impact the Company’s financial position. The Company continuously evaluates its exposure and risk management strategies to mitigate potential adverse effects.
Regulatory Risk
The regulatory environment for digital assets, including SOL, remains uncertain and continues to evolve. Changes in laws, regulations, or enforcement actions in key jurisdictions could impact the Company’s ability to operate validator nodes, stake assets, or transact in SOL. Regulatory developments may also affect the liquidity, valuation, or classification of SOL under applicable financial reporting standards. The Company actively monitors regulatory changes and assesses potential impacts on its operations and financial position.
SOL Governance Risk
SOL’s development and governance are significantly influenced by the SOL Foundation, which plays a key role in protocol upgrades, ecosystem growth, and validator coordination. While SOL operates as a decentralized blockchain, the SOL Foundation’s decision-making authority could impact network stability, economic incentives, or technical direction in ways that may not align with the interests of all stakeholders. Any material changes initiated by the Solana Foundation, including governance proposals, tokenomics adjustments, or network upgrades, could affect the Company’s validator operations and the value of its SOL and SOL-related assets. The Company continues to monitor governance developments and assess potential risks to its operations.
On March 6, 2025, SOL validators and stakeholders commenced voting on governance proposals SIMD-0228 and SIMD-0123. SIMD-0228 proposed introducing a dynamic token emission model that would have adjusted SOL’s inflation rate based on staking participation, potentially reducing annual inflation from
Other Risk Factors
Risks which the Company is not aware of or which the Company currently deems to be immaterial may surface and have a material adverse impact on the Company’s business income and financial condition. Exposure to credit, interest rate, cryptocurrency, and currency risks arises in the normal course of the Company’s business.
Page 38
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
22.INCOME TAX
A reconciliation of income taxes at statutory rates with reported taxes is as follows:
Years ended September 30 | | 2025 | | 2024 | ||
Income (loss) before income taxes | $ | ( | $ | | ||
Expected income tax expense (recovery) |
| ( |
| | ||
Permanent differences |
| |
| ( | ||
Share issue costs and other |
| |
| ( | ||
Non-capital loss deferred (utilized) |
| — |
| ( | ||
Change in unrecognized deductible temporary differences |
| — |
| | ||
Total income tax recovery reported in the statements of comprehensive income | $ | ( | $ | | ||
Current income tax recovery |
| ( |
| | ||
Deferred income tax recovery |
| ( |
| | ||
$ | ( | $ | | |||
Income taxes related to items recognized in other comprehensive income are as follows:
Years ended September 30 | | 2025 | | 2024 | ||
Current income tax |
| |
| | ||
Non-capital loss carryback | $ | ( | $ | — | ||
Income tax expense (recovery) | $ | ( | $ | — | ||
The change for the year in the Company’s net deferred tax liability is as follows:
Years ended September 30 | | 2025 | | 2024 | ||
Deferred tax assets (liabilities) |
| |
| | ||
Share issue costs |
| $ | | $ | | |
Investments |
| ( |
| ( | ||
Cryptocurrencies |
| ( |
| ( | ||
Long term assets |
| |
| ( | ||
Convertible debt |
| ( |
| — | ||
Allowable capital losses |
| |
| | ||
Non-capital losses available for future period | | — | ||||
| ( |
| ( | |||
Unrecognized deferred tax assets | — | $ | | |||
Net deferred tax liabilities | $ | ( | $ | ( | ||
The change for the year in the Company’s net deferred tax liability is as follows:
Years ended September 30 | | 2025 | | 2024 | ||
Balance, beginning of year | $ | ( | $ | | ||
Deferred tax recovery (expense) recognized in net income |
| |
| ( | ||
Other | ( | — | ||||
Deferred tax expense recognized in equity | ( | — | ||||
Deferred tax expense recognized in other comprehensive income |
| ( |
| ( | ||
Balance, end of year | $ | ( | $ | ( | ||
Page 39
The accompanying notes are an integral part of these financial statements.
SOL STRATEGIES INC.
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN CANADIAN DOLLARS)
Years ended September 30, 2025 and 2024
23.SEGMENTED INFORMATION
The Company operates in
24.SUPPLEMENTAL CASH FLOW INFORMATION
Years Ending September 30, | | 2025 | | 2024 | ||
Interest paid in cash | $ | | $ | | ||
Taxes paid in cash |
| |
| — | ||
Non-cash transactions |
| |
| | ||
Unrealized (loss) gain on cryptocurrencies, net of deferred tax |
| |
| | ||
Reclassification of AOCI to deficit on disposal of BTC |
| |
| — | ||
Equity consideration for asset acquisitions |
| |
| — | ||
Reclassification of reserves on issuance of deferred share consideration |
| |
| — | ||
Equity component of convertible debentures |
| |
| — | ||
Conversion of ATW loan for common shares |
| |
| — | ||
Reclassification of reserves on exercise/expiry of options |
| |
| | ||
Reclassification of reserves on exercise of warrants |
| |
| — | ||
Reclassification of reserves on conversion of RSU’s |
| |
| — | ||
Deferred tax component of convertible debentures |
| |
| — | ||
25.SUBSEQUENT EVENTS
On October 1, 2025, the Company completed a private placement under the listed issuer financing exemption (“LIFE”) pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions, issuing
On October 14, 2025, the Company announced the purchase of
Subsequent to September 30, 2025 and up to the date of this report, the Company issued
Page 40
The accompanying notes are an integral part of these financial statements.