Concerned Shareholders of Sol Strategies Inc. Requisition Special Meeting Citing Serious Board Failures

Rhea-AI Summary

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Key Figures

Requisitioning stake more than 5% of voting shares Aggregate holding of requisitioning shareholders cited as statutory threshold

Market Reality Check

$2.22 Last Close

Volume Volume 275,423 is slightly below the 20-day average of 289,743 (relative volume 0.95). normal

Technical Trading below the 200-day MA of 3.45 with a pre-news price of 2.19.

Peers on Argus

STKE fell 8.75% while peers were mixed: FLD +3.98%, NCTY +1.82%, MATH -1.48%, BTCS -4.67%, SIEB -3.93%, pointing to stock-specific pressure rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 31	Credit facility change	Positive	-1.9%	Amended repayment and partial equity conversion of related-party credit facility.
Dec 31	Full-year earnings	Negative	-1.9%	Strong revenue and SOL growth offset by a sharp decline in adjusted EBITDA.
Dec 29	Earnings call date	Neutral	+0.0%	Announcement of timing and presenters for the fiscal 2025 earnings call.
Dec 04	Monthly business update	Positive	+1.1%	New institutional staking mandate and improved balance sheet and operating metrics.
Nov 17	ETF staking mandate	Positive	-8.7%	Selection as staking provider for the VanEck Solana ETF using Orangefin validator.

Pattern Detected

Recent fundamentally positive announcements have not consistently translated into positive price moves, with several instances of negative or muted reactions.

Recent Company History

Over the last few months, SOL Strategies reported fiscal 2025 results showing 36.7% YoY revenue growth and higher SOL holdings but lower adjusted EBITDA. It also restructured and partially converted a related-party credit facility into equity and highlighted operational progress, including selection as staking provider for the VanEck Solana ETF and new institutional mandates. Price reactions to these updates have often been modest or negative, suggesting that governance, capital structure, and execution concerns may have weighed on sentiment heading into today’s shareholder governance dispute.

Market Pulse Summary

This announcement details a shareholder-led requisition for a special meeting to consider board changes under the OBCA, citing concerns over governance, capital allocation oversight, and strategic execution. Historically, STKE’s news flow has included balance sheet actions, institutional mandates, and earnings with mixed price responses. Investors may focus on how the board responds to the requisition, any competing slates or proposals, and subsequent disclosures that clarify the company’s strategic direction and governance framework.

Key Terms

voting shares financial

"more than five percent (5%) of the Company's issued and outstanding voting shares"

Shares that give their owners the right to vote on important company matters, such as electing the board of directors, approving mergers, or changing bylaws. Think of them as tickets that let shareholders have a say in how a company is run; investors value them not just for potential payouts but for influence over decisions that can affect strategy, risk and long-term value.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - January 8, 2026) - Certain concerned shareholders of Sol Strategies Inc. (the "Company"), including Max Kaplan and Antanas Guoga (together, the "Requisitioning Shareholders"), announced today that they have formally requisitioned a special meeting of shareholders pursuant to section 105 of the Business Corporations Act (Ontario) (the "OBCA").

The Requisitioning Shareholders are registered holders, in the aggregate, of more than five percent (5%) of the Company's issued and outstanding voting shares, thereby meeting the statutory threshold required to requisition a shareholders' meeting.

The requisition was delivered following what the Requisitioning Shareholders describe as a prolonged and unsuccessful effort to address significant governance, oversight, and strategic failures of the Company's board of directors (the "Board"). In their view, the Board has demonstrated a persistent lack of effective leadership, inadequate oversight of capital allocation, and insufficient understanding of the Company's core business and capital markets requirements.

The purpose of the requisitioned meeting is to allow shareholders to consider, among other matters, the removal of certain incumbent directors and the election of nominees to replace them as directors. The Requisitioning Shareholders believe that meaningful change to the composition of the Board is urgently required to restore accountability, discipline, and credibility with shareholders and the broader market.

The Requisitioning Shareholders further note that recent Board actions and delays have, in their view, contributed to a material erosion of shareholder value and impaired the Company's ability to execute on critical strategic and capital markets initiatives.

Under the OBCA, the Company's Board of Directors is required to call and hold the requisitioned shareholders' meeting within the timelines prescribed by law. If the Board fails to do so, the Requisitioning Shareholders intend to exercise their statutory right to call the meeting themselves in accordance with the OBCA.

The Requisitioning Shareholders expect to provide shareholders with additional information in advance of the meeting in compliance with applicable corporate and securities laws.

Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information includes statements regarding the calling and holding of a shareholders' meeting, matters to be considered at such meeting, and potential outcomes thereof. Such information is subject to risks and uncertainties that may cause actual results to differ materially. The Requisitioning Shareholders disclaim any obligation to update such information except as required by law.

For further information:
Contact:
Max Kaplan
Email: contact@maxkaplan.me
Phone: 813-922-1806

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279828