Mr. Michael Hubbard reports

SOL STRATEGIES ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE HOUDINI SWAP, EXPANDING PRIVACY FOCUS AND ACQUIRING DIVERSIFIED REVENUE STREAMS

Sol Strategies Inc. has entered into a definitive agreement to acquire HoudiniSwap LLC, a non-custodial, privacy-focused cross-chain swap aggregator, for $18-million (U.S.), payable in cash and shares of the company.

Houdini, which generated approximately $13-million (U.S.) in revenue in 2025 with over half of trailing 12-month volume touching the Solana blockchain, is a digital asset infrastructure business that helps users access competitive swap routes across centralized exchanges, decentralized exchanges and blockchain bridges without taking custody of funds. Since launch, the platform has processed more than $2.5-billion (U.S.) in cumulative transaction volume across over 100 blockchain networks across a global user base. Houdini has partnerships and integrations with over 18 decentralized exchanges and has fully integrated with many significant self-custodial wallet providers.

The acquisition marks another step in Sol Strategies' efforts to build Solana into the foundation for institutional finance. By expanding beyond validator operations and staking into transaction routing infrastructure, cross-chain liquidity and software-based revenues, the company is building a broader platform designed to support how institutions will move capital and participate on-chain. It also strengthens Sol Strategies' position in privacy, execution quality and the trusted infrastructure needed for adoption at scale.

"While others have pulled back in 2026, we're delivering on our commitment by building with conviction in the ecosystem that we believe is winning for the long term," said Michael Hubbard, chief executive officer of Sol Strategies. "Houdini is a trusted product with users and volume, and average swap sizes well above typical retail platforms. We see this as a critical piece to enable important fungibility between the entire gamut of blockchain networks as well as mobility in and out of Solana. It broadens Sol Strategies into a cross-chain transaction engine and will enhance our offerings to the growing market for digital assets."

Mr. Hubbard continued, with the previously announced acquisition of Darklake's Zyga privacy technology, "We see a tremendous opportunity to improve privacy and execution for transactions, including many of the qualities that retail and institutions demand of the platforms they wish to trade on."

"This transaction is indicative of the company we are building," said Stephen Ehrlich, chief strategy officer of Sol Strategies. "While staking remains a pillar of our business, adding scalable technology and transaction revenues creates stronger margins, more durable cash flow and less reliance on any single market cycle. It's an important step to becoming a more balanced business and positions us well to capitalize on Solana's growing role in finance."

Sol Strategies believes the acquisition will diversify revenue, expand reach through Houdini's multichain user base and business-to-business network, and create cross-sell opportunities for validator services, institutional staking, STKESol and other future initiatives.

"We built Houdini to serve users who care about privacy, execution quality and access across every major blockchain network," said Louis Goldberg, chief executive officer and founder of HoudiniSwap. What Sol Strategies brings is something we couldn't replicate on our own: established relationships with institutional partners, a validator network already trusted by over 34,000 wallets and a public company platform that opens doors for the kind of enterprise conversations we've been working toward. Combining our team with theirs means more minds working on the complex on-chain challenges that still need solving, and we think that shows up directly in what we can deliver to our partners and users. That's exactly why this felt like the right home for what we've built."

Acquisition terms

The purchase price for the acquisition is $18-million (U.S.), composed of $8.25-million (U.S.) in cash (with $7.0-million (U.S.) payable on closing and $1.25-million (U.S.) paid over the 18 months following closing), a $5.75-million (U.S.) six-month promissory note and $4-million (U.S.) in shares, to be valued based on a 90-day volume-weighted average price ending prior to the closing date for the acquisition, subject to the rules of the Canadian Securities Exchange, and $100,000 (U.S.) in common share purchase warrants, exercisable for a period of two years at a 25-per-cent premium to the market price. The company does not intend to sell any of its Solana treasury assets to finance the acquisition. The shares forming part of the purchase price will be subject to a four-month hold period. The acquisition also includes a two-year earnout of up to $10-million (U.S.), based on a $2.5-million (U.S.) annual earnings before interest, taxes, depreciation and amortization hurdle.

AGP/Alliance Global Partners, acquisition adviser to the company in connection with the acquisition, will receive a $500,000 (U.S.) fee upon closing of the acquisition, as well as 200,000 common share purchase warrants exercisable for a period of three years from issuance, 100,000 of which are exercisable at $2.15 (Canadian) and 100,000 of which will be priced at a 25-per-cent premium to market as of closing of the acquisition.

The acquisition remains subject to customary closing conditions, including the approval of the Canadian Securities Exchange, and closing is expected to occur on or before May 29, 2026.

AGP/Alliance Global Partners acted as acquisition adviser, and Fasken LLP and Troutman Pepper Locke LLP acted as legal advisers to the company. Canaccord Genuity Corp. acted as financial adviser, and Goodmans as legal adviser to Houdini.

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.