Sol Strategies Inc.

Hey everyone, I'm Steve Ehrlich, Chief Strategy Officer here at Soul Strategies. Today, I'm sitting down with our CEO, Michael Hubbard, and our CFO, Doug Harris, to walk through where their business stands for the nine months ended June 30th, 2026. How our three business lines fit together, and where we're headed from here. Truly excited to do this for the first time, and can't wait to share some of the highlights for the June 30th, 2026 quarter. One housekeeping note before we start. I want to remind everyone that certain statements on this call contain forward-looking statements subject to risks and uncertainties. Actual results may differ materially from these statements. We refer you to our latest press release, MD&A, and CEDAR Plus filings for detailed risk factors and assumptions. All dollar amounts are in Canadian dollars unless otherwise noted. The company assumes no significant events occur outside our normal course of business that current trends in the digital assets continue. However, listeners should note that crypto markets are volatile and our business metrics can fluctuate significantly. With that, Michael, Doug, thanks for doing this.

Happy to be here, Steve, and great stuff with the disclaimer there.

Good to be here, Steve. The June quarter was exciting for the company and brought new energy to our business. Before we talk about the quarter in the future, let's start at the top for anyone new to this story. In 60 seconds, what is Sol Strategies, Michael?

Thanks, Steve. We were the first publicly traded company built entirely around the Solana blockchain. Recently, we acquired Houdini Swap, which expanded our footprint, and now we have infrastructure to over 120 blocks. We trade as STKE on the NASDAQ and HODL on the CSE and also trade on several German exchanges. In the last two years, we've built three interconnected business lines, our validated business, our privacy business, which is Houdini, and our own corporate treasury, the sole we hold in stake on our own balance sheet. As of this month's recent quarter, we've also started reporting on a segmented basis, split between our Houdini stock subsidiary and our cost-taking infrastructure business, a reflection of how much the platform has diversified.

You mentioned three business lines. Can you walk us through how these fit together?

Absolutely. Each one reinforces others. The validator business is like running toll booths on the Solana network. Third parties delegate sole to us, we charge a commission on their saving rewards, plus a share of MEB. And none of that requires us to own the underlying sole. We are one of the largest Solana validator operators, which lets us grow our treasury faster and cheaper than if we were just buying sole on the open market. And now with Houdini, we've added a privacy and cross-chain exit and other revenue stream, its infrastructure, treasury and privacy technology, all compounding as a blockchain infrastructure company.

Thanks for the foundation, Michael. Now let's transition over to the financials for a moment. Doug, since we're talking about the nine months ended June 30th, 2026, and Michael just talked about the Solana treasury, where did the balance sheet and treasury stand as of June 30th?

Great question, Steve. Based on the June 30th, 2026 Soil price of about $73 U.S. A 20% increase in the price of soil would increase our treasury from $48 million to over $57 million Canadian. That's almost $10 million. Our digital treasury can provide a lot of capital when the markets turn and become bullish. At June 30, 2026, we had approximately $1.9 million in cash and cash equivalents, and our digital asset treasury was valued at approximately $48 million.

What actually gets me excited is when we turn to the P&L and how the company with the addition of Houdini performed quite nicely for the June quarter, even though Houdini was only included for one month.

You know, that's a really important point to make, Steve. Houdini was in our financials for only one month for the period. The business has been a solid performer for us. and at this point, the September quarter looks promising. The integration has been seamless so far. The Houdini team we acquired is very capable and we believe that this is a big opportunity for growth in the firm.

We'll get into the details of the Houdini transaction a bit later, but tell us about some other highlights of the quarter you would like the investors to know.

Steve, our numbers always include significant non-cash items that we really need to scrub out of the P&L. I would encourage investors to review the MD&A in detail to see these But at a high level, for the three months ending June 30, 2026, about $15.4 million, over 80% of our operating expenses, are non-cash items. Items such as intangible asset amortization and impairment of almost $6 million, and the revaluation of our digital asset treasury of over $6.5 million. When you back out all the non-cash expenses, we have an EBITDA loss of just over $1.1 million. Remember that this includes only one month of redeeming. Again, I encourage investors to review our MD&A for all the detailed information.

I'm going to hit you with one more question before I go back to Michael. Obviously, the price of Solana has an impact on our balance sheet. What would happen if the price of Solana increased by 20% from about 103 CAD to 120 CAD? That's a great question, Steve.

Based on the June 30, 2026 sold price, A 20% increase in the price of soul would increase our treasury from $48 million Canadian to over $57 million Canadian. That's almost $10 million. Our digital treasury can provide a lot of capital when the markets turn and become bullish.

That's really interesting, and as we start asking more questions and we dig back in here, and we start going into the core engine, Michael, how does the validator business actually make money?

That's a fantastic question, Steve. As mentioned earlier, think of it like a toll booth. Sole holders delegate their tokens to one of our validators, earning passive yield or retaining full custody of their stake tokens. We take the commission on that yield, plus a share of MEB, which is the extra value a validator can capture from how it orders transactions in a block. and we earn transaction fees on top, the toll for using the Salon network. Our validator and staking infrastructure processes well over a million transactions a day, capturing some sort of fee revenue on most of those transactions.

What stood out operationally during the nine-month period?

A few things. All of our validators ran at 100% uptime in Q3 of 2026. Our Orangefin validator continues to deliver ahead of the network average with a 5.84% average APY in June, The Solana Mobile Seeker Validator, the default validator for the Solana Mobile phone, has attracted more than 27,000 unique wallets by quarter end. And we began early adoption of the Jito Block Assembly Marketplace on two nodes, which sets us up for future throughput improvements. We also formally announced becoming the sole staking provider to the VanEck Solana ETF during this nine-month period. That's about as strong of an institutional validation as this business.

Pretty interesting stuff there. But now let's turn to StakeSol. That's our liquid staking token. Can you give us a little bit more input about that?

Totally. StakeSol launched in January of 2026 with over 500,000 Sol deposited at launch. And the way it works is you deposit Sol and you get StakeSol back as a token in your wallet. And it's worth a proportionally larger amount of Sol over time as staking rewards accrue under the hood. Instead of concentrating on our own valid So basically our stakes all represent a representation and goes over 75 different validators rather than most staking products that are just one. Wow, that's pretty cool. And you maintain liquidity at all times.

That's pretty interesting and pretty unique. Now I want to spend some real time here on the Houdini side of the world because this is the part of the story I'm most excited about and we really want to educate investors about. Michael, give us some input as to why did we step outside the pure Solana validator infrastructure to buy a cross-chain privacy swap aggregator?

The next layer institutions actually need. Houdini Swap is a non-custodial, privacy-focused cross-chain swap aggregator. It roots trades across more than 120 blockchain networks and never takes custody of user funds, while breaking the visible on-chain link between sender and receiver. It gives us a revenue line that's largely independent of sales price and technology base we can build on. It also provides critical infrastructure for mobility between chains independent of privacy requirements. Doug, you didn't get away so easy here. So now, can you walk us through how the deal itself was structured? Yeah, I'd love to, Steve. Total consideration was approximately $18 million U.S.

That breaks down as $8.25 million in cash, $7 million paid at closing, and $1.25 million held back over 18 months as an indemnity holdback. A further $5.75 million of seller's notes are due six months after closing on December 1, 2026, and $4 million U.S. in common shares priced at the 90-day VWAP were issued at closing and are subject to a four-month statutory hold. There's also a two-year earn-out of up to $10 million U.S. tied to the business hitting a $2.5 million adjusted EBITDA hurdle annually. A meaningful piece of the total value is contingent on Houdini actually performing. So far, they are off to a good start, which is mutually beneficial for the sellers and our shareholders.

One thing I think is really underappreciated is when we finance the cash portion without touching our sole treasury. Michael, why did that matter?

Yeah, absolutely. So we finance the cash consideration through decentralized finance protocols on Solana using our own balance sheet rather than selling treasury sole into a depressed market. It's a good example of what we mean by capital-efficient treasury management. So the deal closed on June 1st, and we've only got one month of results in these quarters results.

But that one month contributed about $1.2 million of revenue and $685,000 of operating income, an amazing 60% margin, which is in line with our expectations. On an annualized basis, that would be less than three-year payback. But obviously, we want to grow the business.

Doug, and how did the deal land on the balance sheet? Thanks, Doug. Steve?

What's our growth plan from here? Where do we take the business now?

This is really what gets me super pumped about this business. A few things at once. We keep adding exchange and wallet partners to Houdini. They already integrate with more than 40 wallets, including Soul Flare on Solana, plus Maestro, Bloom, Jumper, Terminal. Open Ocean, One Key, and Rubik. We're expanding the product itself and going after other wallets that currently sit outside those integrations. We're also incorporating Ziga's privacy technology into the product to serve both retail users and B2B customers who need compliant, confidential execution. Lastly, we have identified multiple sales channels, and with our experienced team, we expect to aggressively grow this business. On that note, Michael, tell people about Ziga and DarkLake How does that connect to Houdini?

Yeah, so Dark Lake started at the Coliseum Global Radar Hackathon in late 24, where the team played second at the DeFi track out of over 1,300 submissions. They built a zero-knowledge automated market maker, private MEV-resistant trade execution, and along the way solved a harder problem, keeping a single zero-knowledge proof valid even as markets moved. That technology became Zega, their proprietary ZK-proving system. We acquired substantially all of Dark Lake's assets, and the founding team in April of this year. The team is now actively pursuing several high potential applications of the Zika technology within the Houdini ecosystem. We can't wait to share more once we have a concrete product announcement. The goal though, in short, is to utilize the ability to keep information private on-chain to improve our product offerings and margins.

So where does the integration actually stand today operationally?

We closed Houdini on the 1st of June and we've moved fast. The first phase has been accounting, finance, and operational protocols. And we're now aligning sales, product development and revenue strategy across the combined businesses. We see a lot of opportunity to utilize a talented team across many different protocols.

So we've accomplished five acquisitions in under two years. Orangefin, Lane, Cogent, Darklake and Houdini. What's the through line? What do we want everyone to know out of that?

Yeah, it's a great track record and consistency. each one expanded us in a specific direction. Without diluting the core thesis, Orangefin, Cogent and Lane built our validated footprint. StakeWiz, which came along with Lane, gives us the analytics platform that now powers the WizzCorp behind Stakehold. Dark Lake gave us the Zega privacy technology and its team, and Houdini gave us distribution revenue and the second growth engine in cross-chain privacy.

Investors always get excited about M&A, so do I actually, as it can grow businesses faster. What does the M&A pipeline actually look like going forward?

That's a million-dollar question. We keep evaluating opportunities, both inside the Solana ecosystem and in adjacent ecosystems. I won't get ahead of anything specific. That's forward-looking by nature. But it sort of stays the same. Does it scale distribution? Does it bring a technical capability we don't have? And is the team worth acquiring, not just the assets?

So from my seat here as Chief Strategy Officer, Deepening relationships to find more acquisition opportunities is a big part of my mandate. What we are seeing is that in the bear market, the opportunities are definitely increasing. We have to stay disciplined in our approach and ensure that new businesses fit not just structurally but culturally. The best transactions are when there are clear goals and plans before the transaction even closes. Thank you for the question.

We believe that we have a very scalable infrastructure, people, and technology to significantly increase revenue with limited expenses. The exception is marketing dollars we will spend to accelerate the business growth. The B2B opportunity in particular is massive, and we're seeing low marginal costs to grow the existing business, while there are some easily executed value adds that may appeal to a particular clientele, such as Houdini.

The follow-up question from Gareth was, how does management view the new governance proposals SIMD 550, Accelerated Disinflation and SIMD 0553, the Resource-Based Free Burning and what impact would they have on your business model?

Excellent question and a very technical topic as well. We just announced this on our social a few days ago actually. These are community proposals, governance proposals on the Solana network that affect the long-term economics of how the network operates. The first proposal is to increase the disinflation rate The rate at which the amount of staking rewards decrease every year. The second proposes that transaction fees should be aligned to the compute power they require to be executed. Without getting into all the technical details right now, and you can see on our socials the mobile reasoning, but I can say we are supportive of both proposals and we will be voting accordingly.

Next question. Seems like Houdini accelerates the growth into blockchain infrastructure. Is that how you see the business moving forward? I might as well take this question. As we noted during this video, we shared how we are a blockchain infrastructure business and Houdini accelerated our growth in that space. When you look at the blockchain sphere, our public company comparables should be more towards the circles When you look at what our business has started to do, you see opportunities to grow revenue and high gross margins. If you just take the one month of results of Houdini and our significant Solana value in our treasury, you can see it doesn't appear the market sees what we are doing yet. And as of yet, we have built a few new sales funnels for Houdini and hired to increase our sales team and look forward to growing the business.

Yeah, Steve, those are great points. I'll jump in here just briefly as well. We're all well aware that the macro environment for digital assets has been in the dust recently. The first nine months of the financial year have not been easy for anyone in this industry. Our belief and our conviction, however, have remained steadfast. And our focus is building the foundation and the runway for the business to take off when, it is our belief, the digital asset economy takes off.

To finish it up, the last question to both you, Doug, and you, Michael, and I want Doug answering this one first, because we'll always leave the CEO to finish it up. What gets you most excited about the future of the business?

Well, Steve, I'm really excited about working with our team. The people we've got, the team is really strong technically, financially, and operationally, and I'm confident there will be some really creative ways to grow the business.

The foundation is solid. We have a significant foothold in the engineering of the Solana ecosystem. We have touchpoints across over 100 other blockchains, an incredibly talented team of engineers, marketers, finance wizards, business gurus, etc. There is so much excitement for what this technology can achieve. It feels like a bubble of potential ready to burst.

Well, folks, investors, customers, that's the story for the nine months ended June 30th, 2026. A validated business that's scaling, a treasury we're using more actively, now Houdini is giving us a genuine privacy layer on top of all that. The team is extremely excited about what we are working on and the continued growth of this business. The team continues to execute its game plan, and the results will continue to shine through over the coming months, quarters, and years. Michael, any closing thoughts?

For the complete filed financial statements, MD&A, and our continuous disclosure record,

is on Cedar Plus and Edgar and can reach our investor relations team through the contact information on our website. Michael, Doug, thanks for doing this and I look forward to next time.

Thanks, Steve. This has been great.

Appreciate it, Steve. Thanks for watching. We'll see you next time.