SOL Strategies Converts Half of Credit Facility to Equity, Issues 2.3M Shares
SOL Strategies will convert 50% of its credit facility with former chairman Guoga into 2,300,726 common shares at C$2.14 per share. The remaining C$4.92 million balance will be repaid in two cash tranches of C$2.46 million within seven and 45 days.
1. Amended Credit Facility Repayment Terms
SOL Strategies has agreed with former Board Chairman Antanas Guoga to restructure its outstanding credit facility, converting 50% of the balance into equity on January 7, 2026 at C$2.14 per share, based on the December 30, 2025 closing price. This conversion will result in the issuance of 2,300,726 common shares, subject to a statutory hold period of four months and one day. The remaining balance will be settled in two equal cash tranches of C$2,461,777.12 payable within seven and forty-five days of signing, respectively. This follows prior repayments totaling C$7 million made in October and November, and is designed to optimize the company’s capital structure by reducing debt obligations while reinforcing shareholder alignment.
2. Related Party Transaction and Governance Disclosures
The credit facility restructuring constitutes a related party transaction under MI 61-101, as the lender is a significant shareholder holding approximately 13% of the company’s undiluted common shares. SOL Strategies is relying on exemptions from formal valuation and minority shareholder approval requirements. Although no material change report was filed 21 days prior to agreement, management determined that expeditious execution was in the company’s best interest. A full material change report with prescribed disclosures will be filed within the regulatory timeframe, ensuring transparency regarding the terms and governance implications of this transaction.
3. Fiscal Year 2025 Financial Results
For the year ended September 30, 2025, SOL Strategies reported revenue of approximately CAD 14.5 million, a 36.7% increase from CAD 10.6 million a year earlier. The company’s SOL holdings grew to 435,159 tokens (valued at roughly CAD 126.4 million), up from 100,763 tokens (CAD 20.8 million) at the prior year end. Revenue from validator rewards reached CAD 5.4 million, up from zero in the previous period, while staking rewards contributed CAD 4.8 million versus CAD 0.3 million. Adjusted EBITDA was CAD 4.2 million, down from CAD 9.5 million, reflecting increased investment in infrastructure and operations.
4. Upcoming Webcast and Investor Engagement
Management will host a webcast and conference call on January 6, 2026 at 4:30 PM EST to discuss the financial results and strategic outlook. Interim CEO Michael Hubbard, CFO Doug Harris, COO Andrew McDonald and CTO Max Kaplan will provide detailed commentary on growth drivers in the Solana ecosystem, recent operational milestones and answer questions from analysts and investors. Registration details and replay access are available on the investor relations section of the company’s website.