Mr. Michael Hubbard reports

SOL STRATEGIES ACQUIRES DARKLAKE LABS, BRINGING ZERO-KNOWLEDGE PRIVACY TECHNOLOGY AND RESEARCH TEAM TO ITS SOLANA PLATFORM

Sol Strategies Inc. has entered into a definitive agreement to acquire the assets of Darklake Labs Pte. Ltd., a Solana-native zero-knowledge technology company, for $1.2-million (U.S.), payable primarily in common shares of the company.

Darklake, an early-stage Solana-native start-up company, has developed Zyga, a dynamic, zero-knowledge proof system built natively for the Solana blockchain that enables private transaction execution while eliminating front-running and sandwich attacks at the point of execution. Darklake placed second in the DeFi track of the Solana Radar Global Hackathon, was accepted into the Colosseum Accelerator and maintains active academic research partnerships at two Brazilian universities, with a patent application in process.

Subject to customary closing conditions, the founders and core team of Darklake are expected to join Sol Strategies:

• Vitor Py Braga, Darklake's chief executive officer and technical founder, brings infrastructure engineering experience from Meta and IBM.
• Amber Hales, chief operating officer and co-founder, brings nearly a decade of compliance experience from senior roles at Coinbase and Coincover.
• Tiago Alves, head of ZK Research and university professor, will lead an expanded research and development function within the company.

"Privacy is a core functionality needed to bring global finance on-chain, and owning this technology continues our mission to support the Solana economy as we take another step forward towards a more active technology development role," said Michael Hubbard, chief executive officer of Sol Strategies. "The Darklake team, led by Vitor, has built groundbreaking technology and earned recognition in the Solana ecosystem. We are incredibly excited to bring on the team to help shape our growing road map and strengthen our engineering capacity. We believe this is the right team and technology at the right time, and their expertise will help execute our goals."

Acquisition terms

The acquisition will be completed for a purchase price of $1.2-million (U.S.), payable in a combination of $200,000 (U.S.) in cash and $1-million (U.S.) in common shares of the company valued at the five-trading-day volume-weighted average trading price of the common shares on the Canadian Securities Exchange during the period ending on the trading day prior to the closing of the acquisition. The consideration shares will be subject to a statutory four-month lock-up provision upon issuance.

About Sol Strategies Inc.

Sol Strategies 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.

We seek Safe Harbor.