SOL Strategies Announces Repayment of Credit Facility with Former Board Chairman

SOL Strategies (NASDAQ: STKE) announced an amended credit facility repayment with former chairman Antanas Guoga on December 31, 2025.

Rhea-AI Summary

SOL Strategies (NASDAQ: STKE) announced an amended credit facility repayment with former chairman Antanas Guoga on December 31, 2025. Under the agreement, 50% of the outstanding balance converts to equity on January 7, 2026 at C$2.14 per share, resulting in issuance of 2,300,726 common shares subject to a four-month-and-one-day statutory hold.

The remaining balance will be paid in two equal cash tranches of C$2,461,777.12 within seven and forty-five days of signing. The company previously repaid C$7.0 million in October and November. The transaction is a related party transaction under MI 61-101 and the company is relying on specified exemptions; a material change report will be filed within the required timeframe.

Positive

• Conversion reduces outstanding debt by 50% on January 7, 2026
• Issuance of 2,300,726 shares at C$2.14 per share
• Cash repayments scheduled: two tranches of C$2,461,777.12

Negative

• Transaction is a related party deal relying on MI 61-101 exemptions
• No material change report filed >21 days before agreement

Argus Dec 31 session

-1.92% close to close 1.5x rel. volume Open Argus

Details

News Market Reaction – STKE

On Dec 31, the day this news came out, STKE closed 1.92% below the previous close.

Data tracked by StockTitan Argus for the Dec 31 session.

Key Figures

Conversion price: C$2.14 per common share Shares issued: 2,300,726 common shares Cash tranches: C$2,461,777.12 each +3 more

Conversion price

C$2.14 per common share

50% of Amended Credit Facility converts on January 7, 2026

Shares issued

2,300,726 common shares

Equity issuance from credit facility conversion

Cash tranches

C$2,461,777.12 each

Two equal cash repayments within 7 and 45 days of signing

Prior repayments

C$7 million

Repayments completed in October and November

Ownership stake

13% of outstanding common shares

Lender’s holdings on an undiluted basis

MI 61-101 sections

5.5(a) and 5.7(1)(a)

Exemptions from valuation and minority approval requirements

Historical Context

5 past events · Latest: Dec 29

5 events

1. Dec 29

   Earnings call timing

   24h Move

   +0.0%

   Announcement of fiscal 2025 results release and earnings call schedule.

2. Dec 04

   Business update

   24h Move

   +1.1%

   Monthly update on staking mandate, balance sheet actions, and SOL holdings.

3. Nov 17

   ETF staking deal

   24h Move

   -8.7%

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

4. Nov 14

   Corrective disclosure

   24h Move

   -8.7%

   Refiling financials after auditor‑identified errors and debt reclassification.

5. Nov 05

   Investor conferences

   24h Move

   +7.0%

   Participation in November investor conferences to highlight Solana strategy.

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

Key Terms

credit facility, statutory hold period, related party transaction, Multilateral Instrument 61-101, +1 more

5 terms

credit facility financial

"announced terms for the repayment of its credit facility (the "Amended Credit Facility")"

A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.

statutory hold period regulatory

"The shares will be subject to a statutory hold period of four months and one day"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

related party transaction regulatory

"entering into the Amended Credit Facility with the Lender is a "related party transaction""

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"under Multilateral Instrument 61-101 - Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

material change report regulatory

"The Company intends to file a material change report containing all the prescribed disclosures"

A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.

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

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Toronto, Ontario--(Newsfile Corp. - December 31, 2025) - SOL Strategies Inc. (CSE: HODL) (NASDAQ: STKE) ("SOL Strategies" or the "Company"), one of the first publicly traded companies dedicated to growing and building the Solana Economy, today announced terms for the repayment of its credit facility (the "Amended Credit Facility") with Antanas Guoga (the "Lender"), the Company's former Board Chairman and a significant shareholder.

Under the terms of the Amended Credit Facility, 50% of the outstanding balance will convert to equity on January 7, 2026 at a price of C$2.14 per common share, based on the closing price for the common shares on December 30, 2025, resulting in the issuance of 2,300,726 common shares of the Company. The shares will be subject to a statutory hold period of four months and one day from the date of issuance. The remaining balance will be repaid in two equal cash tranches of C$2,461,777.12 within seven (7) and forty five (45) days of signing respectively.

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

The Lender is the former Chairman and a former director of the Company. He also holds common shares and options to purchase common shares of the Company, representing approximately 13% of its outstanding common shares on an undiluted basis. For the Company, entering into the Amended Credit Facility with the Lender is a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in connection with the Amended Credit Facility.

The Company did not file a material change report at least 21 days prior to agreeing to the Amended Credit Facility, because the Company determined that it was in its interests to enter the Amended Credit Facility upon settling its terms without delay. The Company intends to file a material change report containing all the prescribed disclosures relating to this related party transaction within the required timeframe.

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

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

Investor Contact: Doug Harris - CFO - 416.480.2488

Media Contact: solstrategies@scrib3.co

Cautionary Note Regarding Forward-Looking Information: Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

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

Forward-looking statements in this news release include statements regarding the completion of the credit facility restructuring with Antanas Guoga, including the issuance of common shares and the payment of the balance of the credit facility, and statements regarding the impact of the repayment on the Company's balance sheet and capital structure. There is no assurance that the Company's plans or objectives will be implemented as set out herein, or at all. Forward-looking information is based on certain factors and assumptions the Company believes to be reasonable at the time such statements are made and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

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

Disclaimer: SOL Strategies is an independent organization in the Solana ecosystem. SOL Strategies is not affiliated with, owned by, or under common control with Solana Foundation (the "Foundation"), and the Foundation has not entered into any association, partnership, joint venture, employee, or agency relationship with SOL Strategies. None of the Foundation or its council members, officers, agents or make any representations or warranties, recommendations, endorsements or promises with respect to the accuracy of any statements made, information provided, or action taken by SOL Strategies and expressly disclaim any and all liability arising from or related to any such statements, information or action.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279313

FAQ

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

What debt repayment did SOL Strategies (STKE) announce on December 31, 2025?

SOL Strategies amended a credit facility: 50% converts to equity and the remainder repaid in two cash tranches.

How many shares will SOL Strategies (STKE) issue for the conversion on January 7, 2026?

The company will issue 2,300,726 common shares at C$2.14 per share.

What are the cash payment amounts and timing in SOL Strategies' (STKE) amended facility?

Two equal cash tranches of C$2,461,777.12, payable within 7 and 45 days of signing.

Does the SOL Strategies (STKE) repayment involve a related party?

Yes; the lender is former chairman Antanas Guoga and the transaction is a related party transaction under MI 61-101.

Will SOL Strategies (STKE) file required disclosure for this related party transaction?

The company said it will file a material change report containing prescribed disclosures within the required timeframe.