Mr. Doug Harris reports

SOL STRATEGIES CLOSES ACQUISITION OF HOUDINI SWAP, ADDING TRANSACTIONAL REVENUE TO ITS SOLANA INFRASTRUCTURE PLATFORM

Sol Strategies Inc. has closed its previously disclosed acquisition of HoudiniSwap LLC, a non-custodial, privacy-focused cross-chain swap aggregator, for a total purchase price of $18-million (U.S.), payable in a combination of cash and common shares of the company.

The acquisition was first disclosed on May 4, 2026. For Sol Strategies, the closing represents another layer added to what the company is building on solana: validator infrastructures, liquid staking, and now an established transactional business with nearly three years of growing revenue and approximately $2.5-billion in cumulative swap volume.

"HoudiniSwap gives us something we didn't have before: a high-volume consumer-facing product that benefits directly from a growing demand for privacy solutions and cross-chain portability," said Michael Hubbard, chief executive officer of Sol Strategies. "Financial markets are moving on chain faster than most people expected. We're building the infrastructure to be there when they arrive, at the validator level, at the staking level and now at the point of the transaction itself. Houdini brings a valued team that has built a profitable and widely distributed product that we anticipate will have synergies with other parts of our company."

Acquisition terms

The company paid the following considerations at closing:

• $7-million (U.S.) in cash;
• $4-million (U.S.) in common shares of the company, price based on a 90-day volume-weighted average price, resulting in 2,812,301 common shares issued at closing.

The cash component was financed via decentralized finance protocols on solana using the company's balance sheet, without selling treasury solana.

The company has agreed to pay an additional $5.75-million (U.S.) in cash on Dec. 1, 2026, and an indemnity holdback of $1.25-million (U.S.) payable over 18 months. The common shares issued at closing are subject to a statutory four-month hold period. The acquisition also includes a two-year earnout of up to $10-million (U.S.), tied to adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) performance above a $2.5-million (U.S.) annual threshold.

A.G.P./Alliance Global Partners, acquisition adviser to the company, will receive $500,000 (U.S.) in fees in connection with the acquisition, as well as 200,000 common share purchase warrants, exercisable for a period of three years from issuance, exercisable at $1.91 (Canadian).

Canaccord Genuity Corp., adviser to the vendors, will receive $100,000 (U.S.) in common share purchase warrants, exercisable for a period of two years at an exercise price of $1.61 (Canadian), being the closing price of the common shares on the Canadian Securities Exchange on April 30, 2026.

About HoudiniSwap LLC

Houdini is a non-custodial cross-chain swap aggregator that routes trades across multiple blockchain networks. As of the closing of this acquisition, Houdini has processed approximately $2.5-billion in cumulative swap volume and maintains integrations with 32 exchange partners, including Jupiter and Solflare on the solana network.

About Sol Strategies Inc.

Sol Strategies is a digital asset infrastructure company focused on high-performance blockchain and privacy technologies. Headquartered in Toronto, the company operates staking infrastructure and privacy technology on public blockchain networks, serving a broad range of participants from individual solana holders to institutional clients.

We seek Safe Harbor.