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

Sol Strategies (TSX:STKE) shareholders led by Max Kaplan and Antanas Guoga requisitioned a special meeting on January 8, 2026, under section 105 of the OBCA.

Rhea-AI Summary

Sol Strategies (TSX:STKE) shareholders led by Max Kaplan and Antanas Guoga requisitioned a special meeting on January 8, 2026, under section 105 of the OBCA. The requisitioning shareholders hold >5% of voting shares and seek removal and replacement of certain directors, citing governance and oversight failures.

The petitioners allege board leadership, capital allocation, and strategic shortcomings have eroded shareholder value and say they will call the meeting themselves if the Board does not act within statutory timelines.

Positive

• Requisitioners hold >5% of voting shares
• Statutory remedy available under OBCA to force meeting

Negative

• Requisitioners allege material erosion of shareholder value
• Demand to remove and replace incumbent directors

Argus Jan 8 session

+1.37% close to close Open Argus

Details

News Market Reaction – STKE

In the Jan 8 session, STKE gained 1.37%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a shareholder-led requisition for a special meeting to consider board chan...

Analysis

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 Figures

Requisitioning stake: more than 5% of voting shares

Requisitioning stake

more than 5% of voting shares

Aggregate holding of requisitioning shareholders cited as statutory threshold

Historical Context

5 past events · Latest: Dec 31

5 events

1. Dec 31

   Credit facility change

   24h Move

   -1.9%

   Amended repayment and partial equity conversion of related-party credit facility.

2. Dec 31

   Full-year earnings

   24h Move

   -1.9%

   Strong revenue and SOL growth offset by a sharp decline in adjusted EBITDA.

3. Dec 29

   Earnings call date

   24h Move

   +0.0%

   Announcement of timing and presenters for the fiscal 2025 earnings call.

4. Dec 04

   Monthly business update

   24h Move

   +1.1%

   New institutional staking mandate and improved balance sheet and operating metrics.

5. Nov 17

   ETF staking mandate

   24h Move

   -8.7%

   Selection as staking provider for the VanEck Solana ETF using Orangefin validator.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

voting shares, statutory right

2 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.

statutory right regulatory

"the Requisitioning Shareholders intend to exercise their statutory right to call the meeting"

A statutory right is a legal entitlement created by law that gives shareholders, creditors, employees or other parties specific protections or powers—such as access to information, voting rights, or the ability to seek remedies in court—rather than privileges granted by a contract. For investors it matters because these rights set non‑negotiable minimum safeguards and remedies (think of them as traffic laws for the marketplace), helping preserve value, limit risk, and influence decisions about control and compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who requisitioned the Sol Strategies (STKE) special meeting on January 8, 2026?

The requisitioning shareholders are Max Kaplan and Antanas Guoga, who together hold over five percent of voting shares. According to the requisitioning shareholders, they formally delivered a requisition under section 105 of the OBCA to call a special meeting.

What do the requisitioning shareholders allege about Sol Strategies' board (STKE)?

They allege persistent governance, oversight, and strategic failures by the board. According to the requisitioning shareholders, these failures include inadequate capital allocation oversight and insufficient understanding of the company’s core business and capital markets needs.

What action are the requisitioning shareholders requesting at the STKE special meeting?

They seek the removal of certain incumbent directors and election of nominees to replace them. According to the requisitioning shareholders, the goal is to restore accountability, discipline, and market credibility for the company.

What happens if Sol Strategies' board fails to call the requisitioned meeting?

Under the OBCA, the requisitioning shareholders may exercise the statutory right to call the meeting themselves. According to the requisitioning shareholders, they intend to proceed to call the meeting if the board does not meet the prescribed timelines.